SIXTH AMENDMENT

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/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		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/ Xxxxxxx Xxxxxxx
				Name:		Xxxxxxx Xxxxxxx
				Title:		Executive Vice President, Chief Financial Officer and Treasurer

[SIGNATURE PAGES FOLLOW]

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

		By:		/s/ Xxxxx X. Xxxxxxxxx
		Name:		Xxxxx X. Xxxxxxxxx
		Title:		Managing Director A
		By:		/s/ X. Xxxxxxx and A. Konijn
		Name:		Intertrust (Netherlands) B.V.
		Title:		Managing Director B
		BRIGHTPOINT EUROPE ApS, a Danish company
		By:		/s/ Xxxxx X. Xxxxxxxxx
		Name:		Xxxxx X. Xxxxxxxxx
		Title:		Director
		By:		/s/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		Title:		Director

EXECUTED by BRIGHTPOINT				)
AUSTRALIA PTY LTD in accordance with section 127(1) of the				)
Corporations Xxx 0000 (Cwlth) by authority of its directors:				)
				)
				)
/s/ Xxxxx X. Xxxxxxxxx
				)		/s/ Xxxxxxx Xxxxxxx
				)
Signature of director
				)
				)		Signature of director
Xxxxx X. Xxxxxxxxx
				)
Name of director (block letters)
				)		Xxxxxxx Xxxxxxx
				)		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/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		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/ Xxxxxxx Xxxxxxx
				Name:		Xxxxxxx Xxxxxxx
				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/ Xxxxxxx Xxxxxxx
				Name:		Xxxxxxx Xxxxxxx
				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/ Xxxxxxx Xxxxxxx
				Name:		Xxxxxxx Xxxxxxx
				Title:		Executive Vice President, Chief Financial Officer and Treasurer

		2601 METROPOLIS LLC, an Indiana limited liability company
		By:				/s/ Xxxxxxx Xxxxxxx
		Name:				Xxxxxxx Xxxxxxx
		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/ Xxxxxxx Xxxxxxx
						Name:		Xxxxxxx Xxxxxxx
						Title:		Executive Vice President, Chief Financial Officer and Treasurer
		ACTIFY LLC, an Indiana limited liability company
		By:		/s/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		Title:		Executive Vice President, Chief Financial Officer and Treasurer
		000 XXXXXXX XXXXXXX LLC, an Indiana limited liability company
		By:		/s/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		Title:		Executive Vice President, Chief Financial Officer and Treasurer
		BRIGHTPOINT NORTH AMERICA SERVICES, LLC, an Indiana limited liability company
		By:		/s/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		Title:		Executive Vice President, Chief Financial Officer and Treasurer

[SIGNATURE PAGES FOLLOW]

		BRIGHTPOINT ALLPOINTS LLC, an Indiana limited liability company
		By:		/s/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		Title:		Executive Vice President, Chief Financial Officer and Treasurer
		TOUCHSTONE ACQUISITION LLC, an Indiana limited liability company
		By:		/s/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		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/ Xxxxxxx Xxxxxxx
				Name:		Xxxxxxx Xxxxxxx
				Title:		Executive Vice President, Chief Financial Officer and Treasurer
		BRIGHTPOINT DEVICE ENGINEERING SERVICES LLC, an Indiana limited liability company
		By:		/s/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		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/ Xxxxx X. Xxxxxxxxx
				Name:		Xxxxx X. Xxxxxxxxx
				Title:		Managing Director
				By:		/s/ Xxxxxxx Xxxxxxx
				Name:		Xxxxxxx Xxxxxxx
				Title:		Managing Director
				BRIGHTPOINT DENMARK A/S, a company formed under the laws of Denmark
				By:		/s/ Xxxxx X. Xxxxxxxxx
				Name:		Xxxxx X. Xxxxxxxxx
				Title:		Director
				By:		/s/ Xxxxxxx Xxxxxxx
				Name:		Xxxxxxx Xxxxxxx
				Title:		Director
				BRIGHTPOINT NETHERLANDS B.V., a company formed under the laws of The Netherlands
				By:		/s/ Xxxxx X. Xxxxxxxxx
				Name:		Xxxxx X. Xxxxxxxxx
				Title:		Director
				BRIGHTPOINT EUROPCO B.V., a company formed under the laws of The Netherlands
				By:		/s/ Xxxxx X. Xxxxxxxxx
				Name:		Xxxxx X. Xxxxxxxxx
				Title:		Managing Director A
				By:		/s/ X. Xxxxxxx 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/ Xxxxx X. Xxxxxxxxx
		Name:		Xxxxx X. Xxxxxxxxx
		Title:		Director

[SIGNATURE PAGES FOLLOW]

ADMINISTRATIVE AGENT:				BANK OF AMERICA, N.A., as Administrative Agent
				By:		/s/ Xxxxxxxx Xxxxx
				Name:		Xxxxxxxx Xxxxx
				Title:		Vice President
DANISH SWING LINE LENDER:		BANC OF AMERICA SECURITIES LIMITED
				By:		/s/ Xxxx Saint
				Name:		Xxxx 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/ Xxxx Xxx
				Name:		Xxxx Xxx
				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/ Xxxxx X. Xxxxxxxxxx
				Name:		Xxxxx X. Xxxxxxxxxx
				Title:		Managing Director
				DNB NOR BANK ASA
				By:		/s/ Xxxxxxx Xx
				Name:		Xxxxxxx Xx
				Title:		First Vice President
				By:		/s/ Kenrik Asland
				Name:		Xxxxxx Xxxxxx
				Title:		Senior Vice President
				FIFTH THIRD BANK
				By:		/s/ Xxxx Giffiord
				Name:		Xxxx Xxxxxxx
				Title:		Vice President

		NORDEA BANK FINLAND PLC
		By:		/s/ Morgens X. Xxxxxx				By:		/s/ Xxxxxxxx Xxxxxx
		Name:		Morgens X. Xxxxxx				Name:		Xxxxxxxx Xxxxxx
		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/ Xxxx Xxxxxx				By:		/s/ Xxx Xxxxx
		Name:		Xxxx Xxxxxx				Name:		Xxx Xxxxx
		Title:		Director				Title:		Vice President
		REGIONS BANK
		By:
		Name:
		Title:

[SIGNATURE PAGES FOLLOW]

		COMPASS BANK
		By:		/s/ Xxxxxx Xxxxxx
		Name:		Xxxxxx Xxxxxx
		Title:		Vice President
		DEUTSCHE BANK AG NEW YORK BRANCH
		By:		/s/ Xxxxxx X. Xxxxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxxxx
		Title:		Director
		By:		/s/ Xxxxxxxx X. Xxxxxx
		Name:		Xxxxxxxx X. Xxxxxx
		Title:		Vice President
		US BANK NATIONAL ASSOCIATION
		By:		/s/ Xxxxxxx X. Xxxxxxx
		Name:		Xxxxxxx X. Xxxxxxx
		Title:		Vice President
		THE HUNTINGTON NATIONAL BANK
		By:		/s/ Xxxxx X. Xxxxx
		Name:		Xxxxx X. Xxxxx
		Title:		Senior Vice President