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                                                                    Exhibit 10.1


                                AMENDMENT NO. 1

                                       TO

                          SECOND AMENDED AND RESTATED

                         MULTICURRENCY CREDIT AGREEMENT

                           DATED AS OF JULY 27, 1999

                  THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED
MULTICURRENCY CREDIT AGREEMENT ("Amendment") is made as of March 30, 2000 by and
among BRIGHTPOINT, INC., BRIGHTPOINT INTERNATIONAL LTD. (collectively, the
"Borrowers"), the guarantors from time to time party thereto (the "Guarantors"),
the financial institutions listed on the signature pages hereof as lenders (the
"Lenders"), BANK ONE, INDIANA, NATIONAL ASSOCIATION, in its individual capacity
as a Lender and as administrative agent (the "Administrative Agent") on behalf
of the Lenders under that certain Second Amended and Restated Multicurrency
Credit Agreement dated as of July 27, 1999 by and among the Borrowers, the
Guarantors, the Lenders and the Administrative Agent (as amended, modified or
restated, the "Credit Agreement"). Defined terms used herein and not otherwise
defined herein shall have the meaning given to them in the Credit Agreement.

                                   WITNESSETH

                  WHEREAS, the Borrowers, the Guarantors, the Lenders and the
Administrative Agent are parties to the Credit Agreement;

                  WHEREAS, the Borrowers have requested that the Lenders amend
the Credit Agreement in certain respects; and

                  WHEREAS, the Lenders and the Administrative Agent are willing
to amend the Credit Agreement on the terms and conditions set forth herein;

                  NOW, THEREFORE, in consideration of the premises set forth
above, the terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Borrowers, the Guarantors, the Lenders and the Administrative Agent have agreed
to the following amendment to the Credit Agreement.

         1. Amendment to Credit Agreement.  Effective as of  the date hereof and
subject to the satisfaction of the conditions precedent set forth in Section 2
below, the Credit Agreement is hereby amended as follows:

         1.1. Section 1.1 of the Credit Agreement is amended to delete the word
"and" at the end of clause (xvi) of the definition of "Eligible Receivable", to
delete the period at the end of clause (xvii) of such definition, and to
substitute the words ";and", and to add the following new clause (xviii) to such
definition after clause (xvii):

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                  (xviii)  any Foreign Receivable that is the subject of a
         Permitted Receivables Financing.

         1.2. Section 1.1 of the Credit Agreement is further amended to add the
following sentence at the end of the definition of "Indebtedness":

                  Notwithstanding anything herein to the contrary, any Permitted
         Receivables Financing with respect to which Brightpoint or any of its
         Subsidiaries (i) is obligated to make any payment to another Person or
         repurchase or exchange any Foreign Receivable which is subject to such
         Permitted Receivables Financing as a result of the failure of any such
         Foreign Receivable to be paid in full, (ii) is obligated to make any
         payment to another Person or repurchase or exchange any such Foreign
         Receivable as a result of an actual breach of representation or
         warranty with respect thereto (the intention being not to pick up any
         contingent liability for breaches but only those where the contingency
         has occurred and there is a current obligation) or (iii) otherwise has
         recourse liability, shall be considered Indebtedness.

         1.3. Section 1.1 of the Credit Agreement is further amended to add the
following definitions in the applicable alphabetical location:

                  "FOREIGN RECEIVABLE" means (a) a presently existing or
         hereafter arising or acquired Receivable of Brightpoint Latin American
         Holdings, Inc., an Indiana corporation which Receivables are not
         included as Eligible Receivables in the Borrowing Base and (b) a
         presently existing or hereafter arising or acquired Receivable of
         Brightpoint do Brasil Ltda., a Brazilian corporation, Brightpoint de
         Venezuela C.A., a Venezuelan corporation, Brightpoint de Mexico S.A. de
         C.V., a Mexican corporation, Servicios Brightpoint de Mexico S.A. de
         C.V., a Mexican corporation, Brightpoint Solutions de Mexico S.A. de
         C.V., a Mexican corporation, Brightpoint (France) SARL, a French
         corporation, Eurocom Systems, a French corporation, Brightpoint Sweden
         Aktiebolag, a Swedish corporation, Brightpoint Germany GmbH, a German
         corporation, Brightpoint (Ireland) Limited, an Irish corporation,
         Brightpoint New Zealand Limited, a New Zealand corporation, Brightpoint
         China Limited, a Hong Kong corporation, Brightpoint Philippines, Inc.,
         a Philippines corporation, Brightpoint (South Africa) (Proprietary)
         Limited, a South African corporation, or Brightpoint Australia Pty
         Ltd., an Australian corporation.

                  "PERMITTED RECEIVABLES FINANCING" means the sale, financing or
         factoring of Foreign Receivables in an aggregate amount (based on the
         face amount of such Foreign Receivables) not to exceed $35,000,000 at
         any one time or from time to time (after deduction of the amount of
         such Foreign Receivables which from time to time have either been
         collected or written off in accordance with the applicable Subsidiary's
         credit and collection policy).

         1.4. Section 6.3(A) of the Credit Agreement is amended to delete the
word "and" at the end of clause (i) thereof, to replace the period at the end of
clause (j) thereof with the words "; and" and to add the following new clause
(k) thereto after clause (j) thereof:



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                           (k)  any Permitted Receivables Financing.

         1.5. Section 6.3(B) of the Credit Agreement is amended to delete the
word "and" at the end of clause (iii) thereof, to add the words "not covered by
clause (v) below" in the second line of clause (iv) thereof after the words
"other assets", and to add the following new clause (v) thereto after clause
(iv) thereof:

                           (v) any Permitted Receivables Financing that would
         constitute a sale, assignment, transfer, conveyance or other
         disposition of property.

         1.6. Section 6.3(C) of the Credit Agreement is amended to delete the
word "and" at the end of clause (iii) thereof, to replace the period at the end
of clause (iv) thereof with the words ";and", and to add the following new
clause (v) thereto after clause (iv) thereof:

                           (v)  any Liens on any Foreign Receivables that are
         subject to a Permitted Receivables Financing.

         1.7. Section 11.12 of the Credit Agreement is amended to add the
following at the end thereof:

         Upon any sale or transfer of Collateral or of a Subsidiary which is
         expressly permitted pursuant to the terms of any Loan Document, or
         consented to in writing by the Required Lenders or all of the Lenders,
         as applicable, and upon at least five Business Days' prior written
         request by Brightpoint, the Administrative Agent shall (and is hereby
         irrevocably authorized by the Lenders to) execute such documents as may
         be necessary to evidence the release of the Liens granted to the
         Administrative Agent for the benefit of the Lenders herein or pursuant
         hereto upon the Collateral that was sold or transferred and release the
         applicable Guarantor from its obligation hereunder; provided, however,
         that (i) the Administrative Agent shall not be required to execute any
         such document on terms which, in the Administrative Agent's opinion,
         would expose the Administrative Agent to liability or create any
         obligation or entail any consequence other than the release of such
         Liens without recourse or warranty, and (ii) such release shall not in
         any manner discharge, affect or impair the Obligations or any Liens
         upon (or obligations of the Borrowers or any Subsidiary in respect of)
         all interests retained by the Borrowers or any Subsidiary, including
         (without limitation) the proceeds of the sale, all of which shall
         continue to constitute part of the Collateral.

         2. Conditions of Effectiveness.  This Amendment shall become effective
and be deemed effective as of March 30, 2000, if, and only if, the
Administrative Agent shall have received each of the following:

                  (a) duly executed originals of this Amendment from the
         Borrowers, the Guarantors and the Required Lenders; and

                  (b) such other documents, instruments and agreements as the
         Administrative Agent may reasonably request.


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         3. Representations and Warranties of the Borrowers. The Borrowers
hereby represent and warrant as follows:

                  (a) This Amendment and the Credit Agreement as previously
         executed and as amended hereby, constitute legal, valid and binding
         obligations of the Borrowers and are enforceable against the Borrowers
         in accordance with their terms.

                  (b) Upon the effectiveness of this Amendment, (i) no Default
         or Unmatured Default has occurred and is continuing and (ii) the
         Borrowers hereby reaffirm all covenants, representations and warranties
         made in the Credit Agreement and other Loan Documents, to the extent
         the same are not amended hereby, and agree that all such covenants,
         representations and warranties shall be deemed to have been remade as
         of the effective date of this Amendment.

         4. Reference to the Effect on the Credit Agreement.

                  (a) Upon the effectiveness of Section 1 hereof, on and after
         the date hereof, each reference in the Credit Agreement to "this
         Agreement," "hereunder," "hereof," "herein" or words of like import
         shall mean and be a reference to the Credit Agreement, as amended
         previously and as amended hereby.

                  (b) Except as specifically amended and waived above, the
         Credit Agreement and all other documents, instruments and agreements
         executed and/or delivered in connection therewith shall remain in full
         force and effect, and are hereby ratified and confirmed.

                  (c) The execution, delivery and effectiveness of this
         Amendment shall not, except as expressly provided herein, operate as a
         waiver of any right, power or remedy of the Administrative Agent or any
         of the Lenders, nor constitute a waiver of any provision of the Credit
         Agreement or any other documents, instruments and agreements executed
         and/or delivered in connection therewith.

         5. Costs and Expenses. The Borrowers agree to pay all reasonable costs,
fees and out-of-pocket expenses (including attorneys' fees and expenses charged
to the Administrative Agent) incurred by the Administrative Agent in connection
with the preparation, arrangement, execution and enforcement of this Amendment.

         6. Governing Law.  This Amendment shall be governed by and construed in
accordance with the internal laws (as opposed to the conflict of law provisions)
of the State of Illinois.

         7. Headings.  Section headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.

         8. Counterparts. This Amendment may be executed by one or more of the
parties to the Amendment on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. A facsimile signature page hereto sent to the Administrative Agent
or the Administrative Agent's counsel shall be effective as a


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counterpart signature provided each party executing such a facsimile counterpart
agrees to deliver originals to the Administrative Agent thereof.

         9. No Strict Construction. The parties hereto have participated jointly
in the negotiation and drafting of this Amendment, the Credit Agreement and the
other Loan Documents. In the event an ambiguity or question of intent or
interpretation arises, this Amendment, the Credit Agreement and the other Loan
Documents shall be construed as if drafted jointly by the parties hereto and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Amendment, the Credit
Agreement or any of the other Loan Documents.

         10. Reaffirmation of Guaranties and other Loan Documents. Each of the
Guarantors, without in any way establishing a course of dealing, as evidenced by
its signature below, hereby consents to the execution and delivery of this
Amendment by the parties hereto, (ii) agrees that this Amendment shall not limit
or diminish the obligations of such Guarantor under the Credit Agreement or any
other Loan Documents, (iii) reaffirms its obligations under the Credit Agreement
and other Loan Documents, and (iv) agrees that such obligations remain in full
force and effect and is hereby ratified and confirmed.




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                  IN WITNESS WHEREOF, this Amendment has been duly executed as
of the day and year first above written.

                                  BRIGHTPOINT, INC.,
                                  as a Borrower and Guarantor

                                  By:  /s/ Steven E. Fivel
                                       -------------------
                                       Name:  Steven E. Fivel
                                       Title: Executive Vice President, General
                                              Counsel and Secretary
                                  BRIGHTPOINT INTERNATIONAL LTD.,
                                  as a Borrower and Guarantor

                                  By:  /s/ Steven E. Fivel
                                       -------------------
                                       Name:  Steven E. Fivel
                                       Title: Executive Vice President, General
                                              Counsel and Secretary
                                  BRIGHTPOINT LATIN AMERICA, INC.,
                                  as a Guarantor

                                  By:  /s/ Steven E. Fivel
                                       -------------------
                                       Name:  Steven E. Fivel
                                       Title: Executive Vice President, General
                                              Counsel and Secretary

                                  WIRELESS FULFILLMENT SERVICES LLC,
                                  as a Guarantor

                                  By:  BRIGHTPOINT, INC., its Managing Member

                                  By:  /s/ Steven E. Fivel
                                       -------------------
                                       Name:  Steven E. Fivel
                                       Title: Executive Vice President, General
                                              Counsel and Secretary
                                  BRIGHTPOINT AUSTRALIA PTY LIMITED,
                                  as a Subsidiary Borrower and a Guarantor

                                  By:  /s/ Steven E. Fivel
                                       -------------------
                                       Name:  Steven E. Fivel
                                       Title: Director
                                  BRIGHTPOINT CHINA LIMITED,
                                  as a Subsidiary Borrower and a Guarantor

                                  By:  /s/ Steven E. Fivel
                                       -------------------
                                       Name:  Steven E. Fivel
                                       Title: Director




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                                  WINNING LAND COMPANY, LIMITED,
                                  as a Subsidiary Borrower and a Guarantor

                                  By:  /s/ Steven E. Fivel
                                       -------------------
                                       Name:  Steven E. Fivel
                                       Title: Director
                                  BANK ONE, INDIANA, NATIONAL
                                  ASSOCIATION, as the Administrative Agent,
                                  the Swing  Lender, an Issuing Lender
                                  and as a Lender

                                  By:  /s/ Scott A. Dvornik
                                       --------------------
                                       Name:  Scott A. Dvornik
                                       Title: Vice President
                                  ABN AMRO BANK N.V.,
                                  as the Alternate Currency Lender


                                  By:  /s/ Bernard J. McGuigan
                                       -----------------------
                                       Name:  Bernard J. McGuigan
                                       Title: Group Vice President and Director

                                  By:  /s/ Thomas Comfort
                                       -------------------------
                                       Name:  Thomas Comfort
                                       Title: Group Vice President
                                  FLEET NATIONAL BANK
                                  as a Lender

                                  By:  /s/ Janet R. Twomey
                                       -------------------------
                                       Name:  Janet R. Twomey
                                       Title: Vice President




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                                  FIRST UNION NATIONAL BANK,
                                  as a Lender

                                  By:  /s/ Thomas M. Harper
                                       -----------------------
                                       Name:  Thomas M. Harper
                                       Title: Vice President
                                  SUNTRUST BANK OF CENTRAL FLORIDA,
                                  NATIONAL ASSOCIATION,
                                  as a Lender

                                  By:  /s/ Christopher A. Black
                                       -------------------------
                                       Name:  Christopher A. Black
                                       Title: V.P. and Director
                                  THE BANK OF NOVA SCOTIA,
                                  as a Lender

                                  By:  /s/ F.C.H. Ashby
                                       -----------------------------
                                       Name:  F.C.H. Ashby
                                       Title: Senior Manager Loan Operations
                                  THE PROVIDENT BANK,
                                  as a Lender

                                  By:  /s/ Christopher M. Caniff
                                       -------------------------
                                       Name:  Christopher M. Caniff
                                       Title: Vice President
                                  THE BANK OF TOKYO-MITSUBISHI, LTD.
                                  CHICAGO BRANCH,
                                  as a Lender

                                  By:  /s/ Hisashi Miyashiro
                                       ---------------------
                                       Name:  Hisashi Miyashiro
                                       Title: Deputy General Manager

                                  THE FUJI BANK, LIMITED,
                                  as a Lender

                                  By:
                                       ---------------------
                                       Name:
                                       Title:



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                                  NATIONAL CITY BANK OF INDIANA,
                                  as a Lender

                                  By:  /s/ Thomas R. Groh
                                       ----------------------
                                       Name:  Thomas R. Groh
                                       Title: Corporate Banking Officer
                                  NATIONAL BANK OF CANADA,
                                  as a Lender

                                  By:  /s/ Thomas E. Roberts
                                       ---------------------
                                       Name:  Thomas E. Roberts
                                       Title: Vice President





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