EX-10.1



 Exhibit 10.1 
 SIXTH AMENDMENT 
 THIS SIXTH AMENDMENT (this “Amendment”) dated
as of July 12, 2012 to the Credit Agreement referenced below is by and among BRIGHTPOINT, INC., an Indiana corporation (the “Parent”), BRIGHTPOINT NORTH AMERICA L.P., a Delaware limited partnership (“Bright North
America”), BRIGHTPOINT HOLDINGS B.V., a Netherlands company (“Bright Netherlands”), BRIGHTPOINT AUSTRALIA PTY. LTD., an Australian company (“Bright Australia”), BRIGHTPOINT EUROPE ApS, a Danish company
(“Bright Denmark”; together with the Parent, Bright North America, Bright Netherlands and Bright Australia, collectively, the “Borrowers”), the Guarantors identified on the signature pages hereto, the Lenders
identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”). 
 W I T N E S S E T H 
 WHEREAS, revolving credit and term loan facilities have been
extended to the Borrowers pursuant to the Credit Agreement (as amended, modified, supplemented, increased and extended from time to time, the “Credit Agreement”) dated as of February 16, 2007 among the Borrowers, the Guarantors
identified therein, the Lenders identified therein and the Administrative Agent; 
 WHEREAS, the Borrowers have requested
certain modifications to the Credit Agreement; and 
 WHEREAS, the Required Lenders have approved the requested modifications on
the terms and conditions set forth herein. 
 NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 1.
Defined Terms. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement. 
 2. Amendment. In Section 1.01 of the Credit Agreement in the definition of “Change of Control” clause (c) is deleted in its entirety and revised to read “[Reserved]”.

 3. Conditions Precedent. This Amendment shall become effective as of the date hereof upon receipt by the
Administrative Agent of counterparts of this Amendment executed by the Borrowers, the Guarantors, the Required Lenders and the Administrative Agent. 







 4. Amendment is a “Loan Document”. This Amendment is a Loan Document and
all references to a “Loan Document” in the Credit Agreement and the other Loan Documents (including, without limitation, all such references in the representations and warranties in the Credit Agreement and the other Loan Documents) shall
be deemed to include this Amendment. 
 5. Reaffirmation of Representations and Warranties. Each Loan Party represents
and warrants to the Administrative Agent and each Lender that after giving effect to this Amendment, (a) each of the representations and warranties of each Loan Party contained in the Credit Agreement or any other Loan Document are true and
correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are be true and correct as of such earlier date, and (b) no Default exists.

 6. Reaffirmation of Obligations. Each Loan Party (a) acknowledges and consents to all of the terms and conditions
of this Amendment, (b) affirms all of its obligations under the Loan Documents and (c) agrees that this Amendment and all documents, agreements and instruments executed in connection with this Amendment do not operate to reduce or
discharge such Loan Party’s obligations under the Loan Documents. 
 7. Reaffirmation of Security Interests. Each
Loan Party (a) affirms that each of the Liens granted in or pursuant to the Loan Documents are valid and subsisting and (b) agrees that this Amendment and all documents, agreements and instruments executed in connection with this Amendment
do not in any manner impair or otherwise adversely effect any of the Liens granted in or pursuant to the Loan Documents. 
 8.
No Other Changes. Except as modified hereby, all of the terms and provisions of the Loan Documents shall remain in full force and effect. 
 9. Counterparts; Delivery. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which
when taken together shall constitute a single contract. Delivery of an executed counterpart of this Amendment by facsimile or other electronic imaging means shall be effective as an original. 

10. Governing Law. This Amendment shall be deemed to be a contract made under, and for all purposes shall be construed in
accordance with, the laws of the State of New York. 
 [SIGNATURE PAGES FOLLOW] 







 IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Sixth Amendment to be duly
executed and delivered as of the date first above written. 
  

							
	DOMESTIC BORROWERS:	 	BRIGHTPOINT, INC., an Indiana corporation
			
		 	By:	 	 /s/ Vincent Donargo

		 	Name:	 	Vincent Donargo
		 	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer
		
	 	 	BRIGHTPOINT NORTH AMERICA L.P.,
		 	a Delaware limited partnership
			
		 	By:	 	BRIGHTPOINT NORTH AMERICA, INC.,
		 		 	an Indiana corporation, its general partner
				
		 		 	By:	 	 /s/ Vincent Donargo

		 		 	Name:	 	Vincent Donargo
		 		 	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer

 [SIGNATURE PAGES FOLLOW] 








			
	FOREIGN BORROWERS:	  	BRIGHTPOINT HOLDINGS B.V., a Netherlands company

  

							
		 	By:	 	 /s/ Craig M. Carpenter
	 	
		 	Name:	 	Craig M. Carpenter	 	
		 	Title:	 	Managing Director A	 	
				
		 	By:	 	 /s/ T. Huisman and A. Konijn
	 	
		 	Name:	 	Intertrust (Netherlands) B.V.	 	
		 	Title:	 	Managing Director B	 	
			
		 	BRIGHTPOINT EUROPE ApS, a Danish company	 	
				
		 	By:	 	 /s/ Craig M. Carpenter
	 	
		 	Name:	 	Craig M. Carpenter	 	
		 	Title:	 	Director	 	
				
		 	By:	 	 /s/ Vincent Donargo
	 	
		 	Name:	 	Vincent Donargo	 	
		 	Title:	 	Director	 	









							
	EXECUTED by BRIGHTPOINT	 		 	)	 	
	 AUSTRALIA PTY LTD in accordance
 with section 127(1) of the
	 		 	)	 	
	 Corporations Act 2001 (Cwlth) by

authority of its directors:
	 		 	)	 	
		 		 	)	 	
				
		 		 	)	 	
	 /s/ Craig M. Carpenter
	 		 		 	
		 		 	)	 	 /s/ Vincent Donargo

				
		 		 	)	 	
	Signature of director	 		 		 	
		 		 	)	 	
				
		 		 	)	 	Signature of director
	Craig M. Carpenter	 		 		 	
		 		 	)	 	
	Name of director (block letters)	 		 		 	
		 		 	)	 	Vincent Donargo
				
		 		 	)	 	Name of director (block letters)

 [SIGNATURE PAGES FOLLOW] 








							
	DOMESTIC GUARANTORS:	 	BRIGHTPOINT GLOBAL HOLDINGS II, INC., an Indiana corporation
		 	BRIGHTPOINT INTERNATIONAL LTD., a Delaware corporation
		 	BRIGHTPOINT NORTH AMERICA, INC., an Indiana corporation
		 	BRIGHTPOINT LATIN AMERICA, INC., an Indiana corporation
		 	BRIGHTPOINT THAILAND, INC., an Indiana corporation
		 	WIRELESS FULFILLMENT SERVICES HOLDINGS, INC.,
		 	a Delaware corporation
			
		 	By:	 	 /s/ Vincent Donargo

		 	Name:	 	Vincent Donargo
		 	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer of each of the foregoing
		
		 	BPGH LLC, an Indiana limited liability company
			
		 	By:	 	BRIGHTPOINT INTERNATIONAL LTD.,
		 		 	a Delaware corporation, its sole member
				
		 		 	By:	 	 /s/ Vincent Donargo

		 		 	Name:	 	Vincent Donargo
		 		 	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer
		
		 	BRIGHTPOINT SERVICES, LLC, an Indiana limited liability company
			
		 	By:	 	BRIGHTPOINT, INC., an Indiana corporation, its sole member
				
		 		 	By:	 	 /s/ Vincent Donargo

		 		 	Name:	 	Vincent Donargo
		 		 	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer
		
		 	WIRELESS FULFILLMENT SERVICES LLC,
		 	a California limited liability company
			
		 	By:	 	BRIGHTPOINT, INC., an Indiana corporation, its Manager
				
		 		 	By:	 	 /s/ Vincent Donargo

		 		 	Name:	 	Vincent Donargo
		 		 	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer









							
		 	2601 METROPOLIS LLC, an Indiana limited liability company
				
		 	By:	 		 	 /s/ Vincent Donargo

		 	Name:	 		 	Vincent Donargo
		 	Title:	 		 	Executive Vice President, Chief Financial Officer and Treasurer

 [SIGNATURE PAGES FOLLOW] 








									
		 	BRIGHTPOINT DISTRIBUTION LLC,
		 	an Indiana limited liability company
			
		 	By:	 	BRIGHTPOINT NORTH AMERICA L.P.,
		 		 	a Delaware limited partnership, its sole member
				
		 		 	By:	 	BRIGHTPOINT NORTH AMERICA, INC.,
		 		 		 	an Indiana corporation, its general partner
					
		 		 		 	By:	 	 /s/ Vincent Donargo

		 		 		 	Name:	 	Vincent Donargo
		 		 		 	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer
		
		 	ACTIFY LLC, an Indiana limited liability company
			
		 	By:	 	 /s/ Vincent Donargo

		 	Name:	 	Vincent Donargo
		 	Title:	 	 Executive Vice President, Chief Financial Officer and
 Treasurer

		
		 	 501 AIRTECH PARKWAY LLC, an Indiana limited liability
 company

			
		 	By:	 	 /s/ Vincent Donargo

		 	Name:	 	Vincent Donargo
		 	Title:	 	 Executive Vice President, Chief Financial Officer and
 Treasurer

		
		 	BRIGHTPOINT NORTH AMERICA SERVICES, LLC, an Indiana limited liability company
			
		 	By:	 	 /s/ Vincent Donargo

		 	Name:	 	Vincent Donargo
		 	Title:	 	 Executive Vice President, Chief Financial Officer and
 Treasurer


 [SIGNATURE PAGES FOLLOW] 








									
		 	BRIGHTPOINT ALLPOINTS LLC, an Indiana limited liability company	 	
				
		 	By:	 	 /s/ Vincent Donargo
	 	
		 	Name:	 	Vincent Donargo	 	
		 	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer	 	
			
		 	 TOUCHSTONE ACQUISITION LLC,
 an Indiana limited liability company
	 	
				
		 	By:	 	 /s/ Vincent Donargo
	 	
		 	Name:	 	Vincent Donargo	 	
		 	Title:	 	 Executive Vice President, Chief Financial Officer and
 Treasurer
	 	
			
		 	 TOUCHSTONE WIRELESS REPAIR AND LOGISTICS LP,
 a Pennsylvania limited partnership
	 	
				
		 	By:	 	TOUCHSTONE ACQUISITION LLC,	 	
		 		 	an Indiana limited liability company, its general partner	 	
					
		 		 	By:	 	 /s/ Vincent Donargo
	 	
		 		 	Name:	 	Vincent Donargo	 	
		 		 	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer	 	
			
		 	 BRIGHTPOINT DEVICE ENGINEERING SERVICES LLC,
 an Indiana limited liability company
	 	
				
		 	By:	 	 /s/ Vincent Donargo
	 	
		 	Name:	 	Vincent Donargo	 	
		 	Title:	 	 Executive Vice President, Chief Financial Officer and
 Treasurer
	 	

 [SIGNATURE PAGES FOLLOW] 








									
	FOREIGN GUARANTORS:	 		 	BRIGHTPOINT GERMANY GMBH,	 	
		 		 	a company formed under the laws of Germany	 	
					
		 		 	By:	 	 /s/ Craig M. Carpenter
	 	
		 		 	Name:	 	Craig M. Carpenter	 	
		 		 	Title:	 	Managing Director	 	
					
		 		 	By:	 	 /s/ Vincent Donargo
	 	
		 		 	Name:	 	Vincent Donargo	 	
		 		 	Title:	 	Managing Director	 	
				
		 		 	 BRIGHTPOINT DENMARK A/S,
 a company formed under the laws of Denmark
	 	
					
		 		 	By:	 	 /s/ Craig M. Carpenter
	 	
		 		 	Name:	 	Craig M. Carpenter	 	
		 		 	Title:	 	Director	 	
					
		 		 	By:	 	 /s/ Vincent Donargo
	 	
		 		 	Name:	 	Vincent Donargo	 	
		 		 	Title:	 	Director	 	
				
		 		 	 BRIGHTPOINT NETHERLANDS B.V.,
 a company formed under the laws of The Netherlands
	 	
					
		 		 	By:	 	 /s/ Craig M. Carpenter
	 	
		 		 	Name:	 	Craig M. Carpenter	 	
		 		 	Title:	 	Director	 	
				
		 		 	 BRIGHTPOINT EUROPCO B.V.,
 a company formed under the laws of The Netherlands
	 	
					
		 		 	By:	 	 /s/ Craig M. Carpenter
	 	
		 		 	Name:	 	Craig M. Carpenter	 	
		 		 	Title:	 	Managing Director A	 	
					
		 		 	By:	 	 /s/ T. Huisman and A. Kohijn
	 	
		 		 	Name:	 	Intertrust (Netherlands) B.V.	 	
		 		 	Title:	 	Managing Director B	 	









							
		 	BRIGHTPOINT SINGAPORE PTE LTD,	 	
		 	a company formed under the laws of Singapore,	 	
				
		 	By:	 	 /s/ Craig M. Carpenter
	 	
		 	Name:	 	Craig M. Carpenter	 	
		 	Title:	 	Director	 	

 [SIGNATURE PAGES FOLLOW] 








							
	ADMINISTRATIVE AGENT:	 		 	BANK OF AMERICA, N.A., as Administrative Agent
				
		 		 	By:	 	 /s/ Lilliana Claar

		 		 	Name:	 	Lilliana Claar
		 		 	Title:	 	Vice President
		
	DANISH SWING LINE LENDER:	 	BANC OF AMERICA SECURITIES LIMITED
				
		 		 	By:	 	 /s/ Gary Saint

		 		 	Name:	 	Gary Saint
		 		 	Title:	 	Vice President
			
	AUSTRALIAN SWING LINE LENDER:	 		 	BANK OF AMERICA, N.A., SYDNEY BRANCH,
		 		 	as Australian Swing Line Lender
				
		 		 	By:	 	  

		 		 	Name:	 	
		 		 	Title:	 	
			
	L/C ISSUER:	 		 	THE ROYAL BANK OF SCOTLAND N.V.
				
		 		 	By:	 	 /s/ Alex Daw

		 		 	Name:	 	Alex Daw
		 		 	Title:	 	Director

 [SIGNATURE PAGES FOLLOW] 








									
	LENDERS:	 		 	BANK OF AMERICA, N.A., as a Lender, L/C Issuer,	 	
				
		 		 	Domestic Swing Line Lender and as an International Swing Line Lender	 	
					
		 		 	By:	 	 /s/ Debra E. Delvecchio
	 	
		 		 	Name:	 	Debra E. Delvecchio	 	
		 		 	Title:	 	Managing Director	 	
				
		 		 	DNB NOR BANK ASA	 	
					
		 		 	By:	 	 /s/ Kristie Li
	 	
		 		 	Name:	 	Kristie Li	 	
		 		 	Title:	 	First Vice President	 	
					
		 		 	By:	 	 /s/ Kenrik Asland
	 	
		 		 	Name:	 	Henrik Asland	 	
		 		 	Title:	 	Senior Vice President	 	
				
		 		 	FIFTH THIRD BANK	 	
					
		 		 	By:	 	 /s/ Mike Giffiord
	 	
		 		 	Name:	 	Mike Gifford	 	
		 		 	Title:	 	Vice President	 	









											
		 	NORDEA BANK FINLAND PLC	 		 	
						
		 	By:	 	 /s/ Morgens R. Jensen
	 		 	By:	 	 /s/ Christer Svardh

		 	Name:	 	Morgens R. Jensen	 		 	Name:	 	Christer Svardh
		 	Title:	 	Senior Vice President	 		 	Title:	 	Senior Vice President
			
		 	PNC BANK, NATIONAL ASSOCIATION, as a Lender and as an International Swing Line Lender	 	
						
		 	By:	 	  
	 		 		 	
		 	Name:	 		 		 		 	
		 	Title:	 		 		 		 	
				
		 	BNP PARIBAS	 		 	
						
		 	By:	 	 /s/ Todd Rogers
	 		 	By:	 	 /s/ Liz Cheng

		 	Name:	 	Todd Rogers	 		 	Name:	 	Liz Cheng
		 	Title:	 	Director	 		 	Title:	 	Vice President
				
		 	REGIONS BANK	 		 	
						
		 	By:	 	  
	 		 		 	
		 	Name:	 		 		 		 	
		 	Title:	 		 		 		 	

 [SIGNATURE PAGES FOLLOW] 








							
		 	COMPASS BANK	 	
				
		 	By:	 	 /s/ Darren Abrams
	 	
		 	Name:	 	Darren Abrams	 	
		 	Title:	 	Vice President	 	
			
		 	DEUTSCHE BANK AG NEW YORK BRANCH	 	
				
		 	By:	 	 /s/ Marcus M. Tarkington
	 	
		 	Name:	 	Marcus M. Tarkington	 	
		 	Title:	 	Director	 	
				
		 	By:	 	 /s/ Courtney E. Meehan
	 	
		 	Name:	 	Courtney E. Meehan	 	
		 	Title:	 	Vice President	 	
			
		 	US BANK NATIONAL ASSOCIATION	 	
				
		 	By:	 	 /s/ Michael P. Dickman
	 	
		 	Name:	 	Michael P. Dickman	 	
		 	Title:	 	Vice President	 	
			
		 	THE HUNTINGTON NATIONAL BANK	 	
				
		 	By:	 	 /s/ Brian D. Smith
	 	
		 	Name:	 	Brian D. Smith	 	
		 	Title:	 	Senior Vice President