FOURTH AMENDMENT TO DISTRIBUTOR AGREEMENT

 

                                                                    EXHIBIT 10.1

PORTIONS OF THIS DOCUMENT INDICATED BY AN ++ HAVE BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT OF SUCH INFORMATION.

                    FOURTH AMENDMENT TO DISTRIBUTOR AGREEMENT

         This Fourth Amendment to Distributor Agreement ("AMENDMENT") is
effective as of February 7, 2007 ("EFFECTIVE DATE") and is by and between Nokia
Inc. ("NOKIA") and Brightpoint North America L.P. ("BRIGHTPOINT").

         WHEREAS, Nokia and Brightpoint entered into that certain Distributor
Agreement dated as of October 29, 2001, as amended by Amendment No. 1 to the
Distributor Agreement effective as of December 19, 2002, the Second Amendment to
the Distributor Agreement effective as of December 27, 2003, and the Third
Amendment to Distributor Agreement effective as of December 31, 2005 (the
"AGREEMENT"); and

         WHEREAS, the parties now desire to amend the Agreement as provided in
this Amendment;

         NOW, THEREFORE, for and in consideration of the mutual covenants set
forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto each agrees as
follows:

1.       Capitalized Terms. Capitalized terms used but not defined herein shall
         have the same meaning given to such terms in the Agreement.

2.       Amendments. The Agreement is amended as set forth below. Unless
         otherwise specified, all section references are to sections of the
         Agreement, as previously amended.

         (a)      Section 1.3 is amended in its entirety as follows:

                  "1.3     During the period January 1, 2007 through December
                           31, 2007, BRIGHTPOINT agrees that its minimum
                           purchase goal shall be ++ units of NOKIA Handsets."

         (b)      Section 2.4 is amended in its entirety as follows:

                  "2.4 NOKIA agrees to stock balance any Handset SKU purchased
                  by BRIGHTPOINT on or after the Effective Date of this Fourth
                  Amendment, for which BRIGHTPOINT has ++, provided that
                  BRIGHTPOINT purchased the Handset from NOKIA ++ and further
                  provided that for any inventory ++ the Parties undertake to
                  formulate an action plan ++ to sell the Handset SKUs and in

                  the event that inventory still exists ++, then NOKIA agrees to
                  stock balance such Handset SKUs. Notwithstanding the
                  foregoing, this Section 2.4 shall not apply to Handset SKUs
                  that are primarily intended for sale into regional carriers
                  (e.g., Handset SKUs other than N-Series devices, Fashion
                  devices, Enterprise devices and Handsets unapproved by
                  US-based carriers or MVNOs) or end of life Handsets, for which
                  NOKIA notifies BRIGHTPOINT, in writing and within seven (7)
                  days after receipt of, but in no case after accepting,
                  BRIGHTPOINT's purchase order, that such Handsets are being
                  sold to BRIGHTPOINT without the benefit of any stock
                  balancing."

         (c)      Section 5.1 is amended in its entirety as follows:

                  "Nokia's ++ of all ++ handsets sold by Brightpoint for its
                  general distribution purposes in the Territory ++ during each
                  calendar month. ++. Furthermore, Brightpoint recognizes the
                  responsibility to assist Nokia in broadening distribution in
                  the Territory and as such shall make all reasonable efforts to
                  ++. For the purposes of this Agreement, (i) "UMTS" shall mean
                  W-CDMA including HSDPA and HSUPA capable handset, (ii) "GSM"
                  shall mean all GSM, GPRS and EDGE capable handsets, and (iii)
                  "CDMA" shall mean CDMA 2000 1x and CDMA 2000 1x EVDO capable
                  handsets."

         (d)      Section 5.3 is amended to in its entirety as follows:

                  "5.3     Intentionally left blank."

         (e)      Section 5.5 is amended to in its entirety as follows:

                  "5.5     Intentionally left blank."

         (f)      Section 5.8. is amended in its entirety as follows:

                  "5.8     Intentionally left blank."

         (g)      ATTACHMENT "5" to the Agreement is replaced in its entirety
                  with form of ATTACHMENT 5 attached to this Amendment as
                  EXHIBIT A.

         (h)      ATTACHMENT "6" is amended in its entirety as follows:

                  "Intentionally left blank."

3.       Survival; Conflict. All terms and provisions of the Agreement not
         specifically amended hereby shall remain in full force and effect. In
         the event of any conflict between the terms and provisions of this
         Amendment and the terms and provisions of the Agreement, the terms and
         provisions of this Amendment shall control.

         IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment as effective as of the Effective date on the dates set forth below.

Nokia Inc.                                  Brightpoint North America L.P.

                                            By: Brightpoint North America, Inc.,
                                                its general partner

By:    /s/ Timothy P. Eckersley             By:      /s/ J. Mark Howell
   --------------------------------            ---------------------------------
Name:    Timothy P. Eckersley               Name:    J. Mark Howell
     ------------------------------              -------------------------------
Title:   Senior Vice President              Title:   President
      -----------------------------               ------------------------------
Date:    2/7/07                             Date:    2/13/07
     ------------------------------              ------------------------------- 

Basic Info X:

Name: FOURTH AMENDMENT TO DISTRIBUTOR AGREEMENT
Type: Fourth Amendment to Distributor Agreement
Date: May 8, 2007
Company: BRIGHTPOINT INC
State: Indiana

Other info: