<PAGE>
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.
THIRD AMENDMENT TO DISTRIBUTOR AGREEMENT
This Third Amendment to Distributor Agreement ("Amendment") is
effective as of December 31, 2005 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, and by the
Second
Amendment to the Distributor Agreement effective as of December 27,
2003 (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, 2006 through December
31, 2006, Brightpoint agrees that its minimum
purchase goal shall be ++ units of Nokia Handsets,
and 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
1.4 is amended by adding the following to the end
thereof:
"Notwithstanding the foregoing or any other provision of this
Agreement to the contrary, Nokia will have the unlimited right
to sell and provide ++ for purchase on their own account or
for distribution or resale to other third parties or
individuals."
<PAGE>
(c) Section
1.6 is amended in its entirety as follows:
"1.6
Intentionally left blank."
(d) Section 2,
Product Forecasts, of Amendment No. 1 to the
Agreement, is deleted in its entirety. Section 2.4 of the
Agreement, as amended in its entirety by the Second Amendment
to the Agreement, shall remain in full force and effect.
Sections 2.1, 2.2 and 2.3 of the Agreement (as Section 2.3 was
amended by the Second Amendment to the Agreement) are each
amended in their entirety as follows:
"2.1
On or before the tenth day of each month, Brightpoint
will deliver to Nokia a written, non-binding forecast
(each, a
"Forecast") specifying Brightpoint's
commercially reasonable estimate of the quantities of
each Product that Brightpoint expects to purchase on
a ++ rolling basis during the ++ following the date
of such Forecast (each, a "Forecast Period").
Brightpoint acknowledges that each Forecast assists
Nokia in maintaining an orderly production flow for
the purpose of meeting Brightpoint's delivery
requirements. The ++ of each Forecast shall be
considered firm, and Brightpoint agrees to place
Purchase Orders
(as defined below) in accordance with
each firm Forecast Period. In the event any
Brightpoint Purchase Order exceeds any Forecast,
Nokia will make every reasonable effort to meet
Brightpoint's volume requirements on a timely basis,
but shall not be bound for any Purchase Order volume
that exceeds the applicable Forecast.
2.2
In order to be effective, all orders for Product by
Brightpoint ("Purchase Orders") will specify the
quantity of each type of Product to be purchased, the
date or dates on which such Products are required to
be shipped and/or provided to Brightpoint, the
shipping method and the location to which such
Products should be shipped, and such other
information as reasonable required by Nokia. Unless
otherwise agreed in writing, each Purchase Order will
be submitted to Nokia in writing. Purchase Orders
will be deemed accepted upon Nokia's delivery to
Brightpoint of a quantity confirmation and shipping
schedule for the Products on a "Nokia Confirmed Ship
Date Report" that
shall specify the date or dates on
which NOKIA promises to ship and/or provide the
Products to Brightpoint (each, a "Promise Date"). In
the event that Nokia has not delivered a Nokia
Confirmed Ship Date report within 10 business days
after receiving such Purchase Order, such Purchase
Order will be deemed accepted and the Requested
Date(s) shall be automatically deemed the Promise
Date(s). If Brightpoint does not object in writing to
a Nokia Confirmed Ship Date within ++ days
<PAGE>
after receipt thereof, then the shipping schedule for
such Purchase Order will be d
