sc13dza

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PZN2aiOC5BVtxmrjE8QmBiyUigOBWx3Qzbls/Ypiqe74Bb1wpNE/dJBkHJXsNDcD oJQdIFQSeYNEzYFunarjUQ== 0000950123-09-048980.txt : 20091007 0000950123-09-048980.hdr.sgml : 20091007 20091007164557 ACCESSION NUMBER: 0000950123-09-048980 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20091007 DATE AS OF CHANGE: 20091007 GROUP MEMBERS: NC TELECOM HOLDING A/S GROUP MEMBERS: NORDIC CAPITAL VI ALPHA, L.P. GROUP MEMBERS: NORDIC CAPITAL VI BETA, L.P. GROUP MEMBERS: NORDIC WHOLESALE SERVICES LIMITED GROUP MEMBERS: NORDIC WHOLESALE SERVICES S.A.R.L. GROUP MEMBERS: PARTNER ESCROW HOLDING A/S SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BRIGHTPOINT INC CENTRAL INDEX KEY: 0000918946 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 351778566 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45355 FILM NUMBER: 091110431 BUSINESS ADDRESS: STREET 1: 7635 INTERACTIVEWAY STREET 2: SUITE 200 CITY: INDIANAPOLIS STATE: IN ZIP: 46278 BUSINESS PHONE: 800-952-2355 MAIL ADDRESS: STREET 1: 7635 INTERACTIVEWAY STREET 2: SUITE 200 CITY: INDIANAPOLIS STATE: IN ZIP: 46278 FORMER COMPANY: FORMER CONFORMED NAME: BRIGHTPOINT INC DATE OF NAME CHANGE: 20020201 FORMER COMPANY: FORMER CONFORMED NAME: BRIGHTPOINT INC DATE OF NAME CHANGE: 19950920 FORMER COMPANY: FORMER CONFORMED NAME: WHOLESALE CELLULAR USA INC DATE OF NAME CHANGE: 19940211 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Nordic Capital VI LTD CENTRAL INDEX KEY: 0001408787 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 22 GRENVILLE STREET CITY: ST HELIER JERSEY CHANNEL ISLAN STATE: X0 ZIP: 00000 BUSINESS PHONE: 44 (0) 1534 609850 MAIL ADDRESS: STREET 1: 22 GRENVILLE STREET CITY: ST HELIER JERSEY CHANNEL ISLAN STATE: X0 ZIP: 00000 SC 13D/A 1 y79624sc13dza.htm AMENDMENT NO. 4 TO SCHEDULE 13D sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 4 )

Under the Securities Exchange Act of 1934

BRIGHTPOINT, INC.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

109473405

(CUSIP Number)

Andrew Bennett
Nordic Capital VI Limited
26 Esplanade
St. Helier, Jersey JE2 3QA
Channel Islands
+44-1534-605101

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 1, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		109473405

NAME OF REPORTING PERSON:

Nordic Capital VI Limited

I.R.S. Identification No. of Above Person (Entities Only):

CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS:

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Jersey, Channel Islands

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

10,500,000

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH:

10.

SHARED DISPOSITIVE POWER:

10,500,000

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

10,500,000

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

13.3%*

14.

TYPE OF REPORTING PERSON

* Based on 79,008,839 shares of common stock outstanding as of August 1, 2009 as reported in the Issuer’s quarterly report on Form 10-Q filed on August 6, 2009, net of the 3,000,000 shares purchased by the Issuer as reported in this Amendment No. 4.

Page 2 of 19


CUSIP No.		109473405

NAME OF REPORTING PERSON:

NC Telecom Holding A/S (formerly known as Dangaard Holding A/S)

I.R.S. Identification No. Of Above Person (Entities Only):

CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS:

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Denmark

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

10,500,000

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH:

10.

SHARED DISPOSITIVE POWER:

10,500,000

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

10,500,000

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

13.3%*

14.

TYPE OF REPORTING PERSON

Page 3 of 19


CUSIP No.		109473405

NAME OF REPORTING PERSON:

Nordic Capital VI Alpha, L.P.

I.R.S. Identification No. of Above Person (Entities Only):

CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS:

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Jersey, Channel Islands

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

4,731,594

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH:

10.

SHARED DISPOSITIVE POWER:

4,731,594

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

4,731,594

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

6.0%*

14.

TYPE OF REPORTING PERSON

Page 4 of 19


CUSIP No.		109473405

NAME OF REPORTING PERSON:

Nordic Capital VI Beta, L.P.

I.R.S. Identification No. of Above Person (Entities Only):

CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS:

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Jersey, Channel Islands

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

5,558,406

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH:

10.

SHARED DISPOSITIVE POWER:

5,558,406

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

5,558,406

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

7.0%*

14.

TYPE OF REPORTING PERSON

Page 5 of 19


CUSIP No.		109473405

NAME OF REPORTING PERSON:

Nordic Wholesale Services Limited

I.R.S. Identification No. Of Above Person (Entities Only):

CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS:

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Jersey, Channel Islands

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

10,500,000

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH:

10.

SHARED DISPOSITIVE POWER:

10,500,000

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

10,500,000

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

13.3%*

14.

TYPE OF REPORTING PERSON

Page 6 of 19


CUSIP No.		109473405

NAME OF REPORTING PERSON:

Nordic Wholesale Services S.a.r.l.

I.R.S. Identification No. Of Above Person (Entities Only):

CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS:

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Luxembourg

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

10,500,000

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH:

10.

SHARED DISPOSITIVE POWER:

10,500,000

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

10,500,000

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

13.3%*

14.

TYPE OF REPORTING PERSON

Page 7 of 19


CUSIP No.		109473405

NAME OF REPORTING PERSON:

Partner Escrow Holding A/S

I.R.S. Identification No. Of Above Person (Entities Only):

CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS:

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Denmark

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

5,250,000

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH:

10.

SHARED DISPOSITIVE POWER:

5,250,000

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

6.6%*

14.

TYPE OF REPORTING PERSON

Page 8 of 19

This Amendment No. 4 hereby amends and supplements the cover pages and Items 2, 4, 5, 6 and 7 of the statement of beneficial ownership on Schedule 13D (as amended, the “Schedule 13D”) relating to the shares of common stock, par value $0.01 per share (the “Common Stock”), of Brightpoint, Inc., an Indiana corporation (“Brightpoint”), filed on August 10, 2007 and amended on June 29, 2009, July 22, 2009 and July 31, 2009 by and on behalf of the Reporting Persons. Unless otherwise indicated herein, terms used but not defined in this Amendment No. 4 have the same meanings ascribed to them in the initial Schedule 13D, as amended.

Item 2. Identity and Background.

The information set forth in Item 2 is hereby amended and restated to read as follows:

This Schedule 13D is being filed jointly on behalf of the following persons: (1) Nordic Capital VI Limited, a Jersey company, (2) Nordic Capital VI Alpha, L.P., a Jersey limited partnership, (3) Nordic Capital VI Beta, L.P., a Jersey limited partnership, (4) Nordic Wholesale Services Limited, a Jersey company, (5) Nordic Wholesale Services S.a.r.l., a Luxembourg company, (6) Partner Escrow Holding A/S, a Danish company (“PEH”) and (7) NC Telecom Holding A/S, a Danish company (“NC Telecom” and together with Nordic Capital VI Limited, Nordic Capital VI Alpha, L.P., Nordic Capital VI Beta, L.P., Nordic Wholesale Services Limited, Nordic Wholesale Services S.a.r.l. and PEH, the “Reporting Persons”).

Nordic Capital VI Limited, in its capacity as general partner of Nordic Capital VI Alpha, L.P. and Nordic Capital VI Beta, L.P., is principally engaged in the business of investment in the securities of companies whose principal businesses are located primarily in the Nordic region. The principal address of Nordic Capital VI Limited is 26 Esplanade, St. Helier, Jersey JE2 3QA, Channel Islands. The directors of Nordic Capital VI Limited are Andrew Bennett, Lynda Elliott, Keith Mackenzie, David Rigby, and Clive Spears, all of whom are British citizens. The present principal occupation of each is to act as company director to various companies including Nordic Capital VI Limited, and their business address is 26 Esplanade, St. Helier, Jersey JE2 3QA, Channel Islands. In addition, Mr. Bennett is a chartered accountant, Ms. Elliott is a fund administrator and Mr. Rigby and Mr. Spears are retired bankers.

Nordic Capital VI Alpha, L.P. and Nordic Capital VI Beta, L.P. are principally engaged in the business of investment in the securities of companies whose principal businesses are located primarily in the Nordic region. The principal address of Nordic Capital VI Alpha, L.P. and Nordic Capital VI Beta, L.P. is 26 Esplanade, St. Helier, Jersey JE2 3QA, Channel Islands.

Nordic Wholesale Services Limited is an investment holding company. The principal address of Nordic Wholesale Services Limited is 26 Esplanade, St. Helier, Jersey JE2 3QA, Channel Islands. The executive directors of Nordic Wholesale Services Limited are Andrew Bennett and Lynda Elliott, each of whom is a British citizen. The present principal occupation and business address of each is as stated above.

Nordic Wholesale Services S.a.r.l. is an investment holding company. The principal address of Nordic Wholesale Services S.a.r.l. is 5 Rue Guillaume Kroll, L-1882 Luxembourg.

Page 9 of 19

Please see Appendix A for the names, citizenship, addresses and principal occupations of the directors of Nordic Wholesale Services S.a.r.l.

NC Telecom is a holding company. The principal address of NC Telecom is c/o NC Advisory A/S, Sankt Annæ Plads 11, DK-1250 Copenhagen K, Denmark. The directors of NC Telecom are Christian Peter Dyvig, Hans Peter Alnor and Michael Haaning, all of whom are Danish citizens. Mr. Dyvig is Chairman of Falck A/S, an ambulance and emergency prevention corporation, whose address is Falck-Huset, Polititorvet, 1780 Copenhagen V, Denmark, and Chairman of Kompan A/S, a playground manufacturer, whose address is Korsvangen, 5750 Ringe, Denmark. Mr. Alnor is the executive officer of NC Telecom with a business address as indicated above. Mr. Haaning is a director of NC Advisory A/S, a private investment firm, whose address is Sankt Annæ Plads 11, 1250 Copenhagen K, Denmark, a director of Kompan A/S, a playground manufacturer, whose address is Korsvangen, 5750 Ringe, Denmark, and a director of EG A/S (formerly EDB Gruppen A/S), an IT services company, whose address is Industrivej Syd 13C, 7400 Herning, Denmark.

PEH is an investment holding company. The principal address of PEH is c/o NC Advisory A/S, Sankt Annæ Plads 11, DK-1250 Copenhagen K, Denmark. The directors of PEH are Christian Dyvig, Hans Peter Alnor and Steen Pedersen. The citizenship, business addresses and principal occupations of Messrs. Dyvig and Alnor are as stated above. Mr. Pedersen, a Danish citizen, is a management consultant whose principal business address is Ramsherred 27, 6200 Aabenraa, Denmark.

During the last five years, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the other persons named in this Item 2: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 4. Purpose of Transaction.

The information set forth in Item 4 is hereby amended and supplemented with the following:

NC Telecom is currently restructuring and, pursuant to such restructuring, intends to transfer the shares of Brightpoint Common Stock it holds to certain direct and indirect equityholders in NC Telecom that will result in such equityholders holding the Brightpoint Common Stock directly. In addition, pursuant to the Settlement Agreement, discussed in Item 6 below, Mr. Thorleif Krarup, NC Telecom’s designee to the Brightpoint Board, resigned from such board as of October 1, 2009. The Brightpoint Board no longer includes any director designated by NC Telecom.

Page 10 of 19

Item 5. Interest in Securities of the Issuer.

The information set forth in Item 5(a) and (b) is hereby amended and restated to read as follows:

(a) and (b) The information contained on the cover pages to this Schedule 13D is incorporated herein by reference.

As discussed in Item 4 above, NC Telecom is currently undergoing a restructuring. Currently, NC Telecom directly holds the 10,500,000 shares of Brightpoint Common Stock, which constitute approximately 13.3% of the total outstanding shares of Brightpoint Common Stock based on 79,008,839 shares of common stock outstanding as of August 1, 2009 as reported in the Issuer’s quarterly report on Form 10-Q filed on August 6, 2009, net of the 3,000,000 shares purchased by the Issuer as reported in this Amendment No. 4. Nordic Capital VI Limited exercises investment discretion and control over the shares directly held by NC Telecom. Nordic Capital VI Limited is the sole general partner of certain limited partnerships that hold approximately 98 percent of the outstanding shares of Nordic Wholesale Services Limited. These limited partnerships are Nordic Capital VI Alpha, L.P., which owns approximately 45.1 percent of the outstanding shares of Nordic Wholesale Services Limited, and Nordic Capital VI Beta, L.P., which owns approximately 52.9 percent of the outstanding shares of Nordic Wholesale Services Limited. Nordic Wholesale Services Limited in turn owns 100 percent of the outstanding shares of Nordic Wholesale Services S.a.r.l. Nordic Wholesale Services S.a.r.l. in turn owns 50 percent of the outstanding shares of NC Telecom. PEH also currently owns 50 percent of the outstanding shares of NC Telecom. Nordic Wholesale Services S.a.r.l. maintains a claim on PEH which may be settled in Brightpoint shares currently held by NC Telecom. Nordic Capital VI Limited is managed by a five-person board, and all board action relating to the voting or disposition of these shares requires approval of the board.

(c) Pursuant to the Settlement Agreement discussed in Item 6 below, on October 1, 2009, NC Telecom sold to the Issuer 3,000,000 shares of Brightpoint Common Stock held pursuant to the Escrow Agreement for a total purchase price of $15,500,000, or approximately $5.17 per share.

Item 6. Contracts, Agreements, Understandings or Relationships With Respect to Securities of the Issuer.

The information set forth in Item 6 is hereby amended and supplemented with the following:

On October 1, 2009, NC Telecom, Nordic Wholesale Services S.a.r.l., Nordic Capital Fund VI (consisting of Nordic Capital VI Alpha, L.P., Nordic Capital VI Beta, L.P., Nordic Capital VI Limited, NC VI Limited and Nordic Industries Limited), on the one hand, and the Issuer, on the other hand, entered into an Agreement of Settlement (the “Settlement Agreement”) to settle certain claims by the Issuer for indemnification against NC Telecom under the Stock Purchase Agreement. Pursuant to the Settlement Agreement, NC Telecom sold to the Issuer 3,000,0000 shares of Brightpoint Common Stock held pursuant to the Escrow Agreement for a total purchase price of $15,500,000. The Settlement Agreement amended the Shareholder

Page 11 of 19

Agreement by eliminating the right of NC Telecom to propose up to three director nominees for review and approval by the Corporate Governance and Nominating Committee of the Brightpoint Board. In addition, Mr. Thorleif Krarup, NC Telecom’s designee to the Brightpoint Board, resigned from such board as of October 1, 2009. The parties further released each other from all past, current and future claims arising out of or related to matters under the Stock Purchase Agreement, among other things, prior to October 1, 2009, with certain exceptions. This description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the text of such agreement, which is included as Exhibit 7 hereto and incorporated herein by reference.

Page 12 of 19

Item 7. Material to be Filed as Exhibits.

1.		Joint Filing Agreement, dated as of October 7, 2009, by and among the Reporting Persons.*

2.		Stock Purchase Agreement, dated as of February 19, 2007, by and among Dangaard Holding A/S, a Danish company, Dangaard Telecom A/S, a Danish company and a wholly owned subsidiary of Dangaard Holding A/S, Brightpoint, Inc., an Indiana corporation, and, for purposes of Sections 6.16 and 12.4 only, Nordic Capital Fund VI (consisting of: Nordic Capital VI Alpha, L.P. and Nordic Capital VI Beta, L.P., Jersey limited partnerships acting through their general partner, Nordic Capital VI Limited, a Jersey company, NC VI Limited, a Jersey company, and Nordic Industries Limited, a Jersey company) and First, Second and Third Amendments thereto (incorporated by reference to Annex A to Brightpoint, Inc.’s Definitive Proxy Statement on Schedule 14A filed on June 20, 2007).

3.		Shareholder Agreement, dated as of July 31, 2007, by and between Brightpoint, Inc. and Dangaard Holding A/S (incorporated by reference to Exhibit 4.1 to Brightpoint, Inc.’s Current Report on Form 8-K filed on August 2, 2007).

4.		Registration Rights Agreement, dated as of July 31, 2007, among Brightpoint, Inc. and Dangaard Holding A/S (incorporated by reference to Exhibit 4.2 to Brightpoint, Inc.’s Current Report on Form 8-K filed on August 2, 2007).

5.		Escrow Agreement, dated as of July 31, 2007, by and among Brightpoint, Inc., Dangaard Holding A/S, and American Stock Transfer & Trust Company, as escrow agent (incorporated by reference to Exhibit 10.3 to Brightpoint, Inc.’s Current Report on Form 8-K filed on August 2, 2007).

6.		Underwriting Agreement, dated as of July 15, 2009, among Brightpoint, Inc., NC Telecom Holding A/S, and Deutsche Bank Securities Inc. (incorporated by reference to Exhibit 1.1 to Brightpoint, Inc.’s Current Report on Form 8-K filed on July 21, 2009).

7.		Settlement Agreement, dated as of October 1, 2009, by and among Brightpoint, Inc., NC Telecom Holding A/S, Nordic Wholesale Services S.a.r.l., the beneficial owner of NC Holding, and Nordic Capital Fund VI (consisting of Nordic Capital VI Alpha, L.P., Nordic Capital VI Beta, L.P., Nordic Capital VI Limited, NC VI Limited and Nordic Industries Limited).*


*		Filed herewith.

Page 13 of 19

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 7, 2009


NORDIC CAPITAL VI LIMITED
By:	/s/ Lynda Elliott
	Name:	Lynda Elliott
	Title:	Director


NORDIC CAPITAL VI ALPHA, L.P.
By:	NORDIC CAPITAL VI LIMITED
	Its General Partner

By:	/s/ Lynda Elliott
	Name:	Lynda Elliott
	Title:	Director


NORDIC CAPITAL VI BETA, L.P.

By:	NORDIC CAPITAL VI LIMITED
	Its General Partner

By:	/s/ Lynda Elliott
	Name:	Lynda Elliott
	Title:	Director


NORDIC WHOLESALE SERVICES LIMITED
By:	/s/ Lynda Elliott
	Name:	Lynda Elliott
	Title:	Director


NORDIC WHOLESALE SERVICES S.A.R.L.
By:	/s/ Ingrid Moinet
	Name:	Ingrid Moinet
	Title:	Class A Manager

Page 14 of 19


PARTNER ESCROW HOLDING A/S
By:	/s/ Hans Peter Alnor
	Name:	Hans Peter Alnor
	Title:	Director


NC TELECOM HOLDING A/S
By:	/s/ Michael Haaning
	Name:	Michael Haaning
	Title:	Director

Page 15 of 19

APPENDIX A

Nordic Wholesale Services S.a.r.l.
Directors


Name	Title	Citizenship	Present Principal Occupation	Business Address

Noëlla Antoine	Class A Manager	Belgium	Chartered Accountant	5 Rue Guillaume, Kroll, L-1882, Luxembourg
Pascale Nutz	Class A Manager	France	Chartered Accountant	5 Rue Guillaume, Kroll, L-1882, Luxembourg
Ingrid Moinet	Class A Manager	Belgium	Chartered Accountant	5 Rue Guillaume, Kroll, L-1882, Luxembourg
Jean Brosnan	Class B Manager	Ireland	Chartered Accountant	26 Esplanade, St. Helier, Jersey, JE2 3QA
Lynda Elliott	Class B Manager	Britain	Fund Administrator	26 Esplanade, St. Helier, Jersey, JE2 3QA

Page 16 of 19

EX-99.1 2 y79624exv99w1.htm EX-99.1 exv99w1

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Brightpoint, Inc., an Indiana corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[Remainder of this page has been left intentionally blank.]

Page 17 of 19

SIGNATURE

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the 7^th day of October, 2009.


NORDIC CAPITAL VI LIMITED
By:	/s/ Lynda Elliott
	Name:	Lynda Elliott
	Title:	Director


NORDIC CAPITAL VI ALPHA, L.P.

By:	NORDIC CAPITAL VI LIMITED
	Its General Partner

By:	/s/ Lynda Elliott
	Name:	Lynda Elliott
	Title:	Director


NORDIC CAPITAL VI BETA, L.P.

By:	NORDIC CAPITAL VI LIMITED
	Its General Partner

By:	/s/ Lynda Elliott
	Name:	Lynda Elliott
	Title:	Director


NORDIC WHOLESALE SERVICES LIMITED
By:	/s/ Lynda Elliott
	Name:	Lynda Elliott
	Title:	Director


NORDIC WHOLESALE SERVICES S.A.R.L.
By:	/s/ Ingrid Moinet
	Name:	Ingrid Moinet
	Title:	Class A Manager

Page 18 of 19


PARTNER ESCROW HOLDING A/S
By:	/s/ Hans Peter Alnor
	Name:	Hans Peter Alnor
	Title:	Director


NC TELECOM HOLDING A/S
By:	/s/ Michael Haaning
	Name:	Michael Haaning
	Title:	Director

Page 19 of 19

EX-99.7 3 y79624exv99w7.htm EX-99.7 exv99w7

Exhibit 7

AGREEMENT OF SETTLEMENT

This Agreement of Settlement (the “Settlement Agreement”) is made and entered into as of October 1, 2009, by and among Brightpoint, Inc. (“Brightpoint”), on the one hand, and NC Telecom Holding A/S (f/k/a Dangaard Holding A/S) (“NC Holding”), Nordic Wholesale Services S.a.r.l., the beneficial owner of NC Holding (“Nordic Luxco”), and Nordic Capital Fund VI (consisting of Nordic Capital VI Alpha, L.P., Nordic Capital VI Beta L.P., Nordic Capital VI Limited, NC VI Limited and Nordic Industries Limited) (“Nordic” and, with NC Holding and Nordic Luxco, the “Dangaard Entities”), on the other hand.

WHEREAS, Brightpoint and the Dangaard Entities executed a Stock Purchase Agreement dated as of February 19, 2007 (as amended, the “Stock Purchase Agreement”) pursuant to which NC Holding sold Dangaard Telecom A/S (“Dangaard”) to Brightpoint (the “Sale”); and

WHEREAS, the closing of the transactions contemplated by the Stock Purchase Agreement occurred on July 31, 2007, and simultaneously therewith the following documents, among others, were executed: (i) an Escrow Agreement (the “Escrow Agreement”) by and among Brightpoint, NC Holding and American Stock Transfer & Trust Company (the “Escrow Agent”); (ii) a Shareholder Agreement between Brightpoint and NC Holding (the “Shareholder Agreement”) and (iii) a Registration Rights Agreement (the “Registration Rights Agreement”) between Brightpoint and NC Holding; and

WHEREAS, pursuant to the Stock Purchase Agreement, Brightpoint and the Dangaard Entities (collectively, the “Parties”) have certain rights to indemnification; and

WHEREAS, Brightpoint claims to have asserted certain claims for indemnification against NC Holding as more fully set forth in two letters dated July 30, 2008 and May 13, 2009 (the “Letters”), which are annexed hereto as Exhibits A and B, respectively, pursuant to the Stock Purchase Agreement (together with all acts or omissions that were or might have been raised in the Letters and any other potential claims (subject to certain limited exceptions set forth herein) that Brightpoint has, ever had or may have against the Dangaard Entities related to, arising out of or in connection with Dangaard and its business and assets, the Sale and the other transactions contemplated by the Stock Purchase Agreement, whether pursuant to contract, tort

(including, without limitation, claims based on fraud) or otherwise, collectively the “Claims”); and

WHEREAS, the Dangaard Entities dispute the validity of the Claims and deny that they have any liability to Brightpoint; and

WHEREAS, in the interest of finality and to avoid the burden and expense of litigation, and without admitting the validity of any Claim or liability therefor, the Parties wish to settle and compromise all of the Claims and to provide for the release of substantially all of the Claims; and

WHEREAS, the Parties have agreed to settle the Claims on the terms and conditions provided herein.

NOW, THEREFORE, in consideration of the above premises and for valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Settlement Deliveries.

On the date on which this Settlement Agreement is executed:

a. The Dangaard Entities shall deliver to Brightpoint an executed Release in the form annexed hereto as Exhibit C.

b. Brightpoint shall deliver to the Dangaard Entities (i) an executed Release in the form annexed hereto as Exhibit D, and (ii) fifteen million, five hundred thousand dollars ($15,500,000.00) in cash (the “Funds”) by wire transfer of immediately available funds to the following account:

IBAN: DK6120005036198941
Bank name: Nordea Bank Danmark A/S
Swift/BIC code: NDEADKKK

c. The Dangaard Entities shall cause the Escrow Agent (who also serves as transfer agent for Brightpoint’s common stock, par value $.01 per share (the “Brightpoint Stock”)) to deliver three million (3,000,000) shares of Brightpoint Stock (the “Shares”) to Brightpoint pursuant to an executed joint instruction letter annexed hereto as Exhibit E.

d. Thorleif Krarup shall release and deliver his duly executed resignation from the Board of Directors of Brightpoint currently held in escrow by Robert J. Mittman at Blank Rome LLP.

2. Amendment to Shareholder Agreement; Other Matters.

a. In addition to the foregoing deliveries, upon execution of this Settlement Agreement, the Shareholder Agreement is hereby amended by deleting Article II thereof in its entirety. All other terms and conditions of the Shareholder Agreement are hereby ratified, confirmed and shall remain in full force and effect.

b. Brightpoint hereby acknowledges and agrees that the contemplated transfer of Brightpoint Stock from NC Holding to certain direct and indirect equityholders in NC Holding that results in the individuals listed on Schedule I annexed hereto holding the Brightpoint Stock (whether in one or more steps) (the “NC Holding Unwind”) constitutes a “Permitted Transfer” under the Shareholder Agreement and further agrees, at the expense of the Dangaard Entities, to cooperate with the Dangaard Entities to effectuate the NC Holding Unwind; provided, however, that if any affiliate of Nordic or Mr. Thorleif Krarup receive Brightpoint Stock in the NC Holding Unwind, they shall each execute a joinder in the form annexed hereto as Exhibit F.

3. Representations and Warranties.

a. By the Parties.

Each of the Parties hereto represents and warrants to the other that it was represented by counsel licensed to practice in the courts of the State of New York and is each satisfied with such representation.

b. By Brightpoint.

i. Brightpoint is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

ii. This Settlement Agreement is a legal, valid and binding obligation of Brightpoint, enforceable according to its terms, and has been executed by a duly authorized representative of Brightpoint.

iii. Brightpoint, in making the decision to enter into this Settlement Agreement, has not relied upon any oral or written representations or assurances from any Dangaard Entity, any of their respective affiliates, officers, directors or employees or any other representatives or agents of any Dangaard Entity.

iv. Brightpoint has all corporate power and authority to execute this Settlement Agreement. This Settlement Agreement has been validly authorized, executed and delivered by Brightpoint, and no further corporate actions are required on the part of Brightpoint to authorize the execution and delivery of this Settlement Agreement. The execution, delivery

and performance of this Settlement Agreement by Brightpoint does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) the organizational documents of Brightpoint, (ii) any agreement, contract or instrument to which Brightpoint is a party which would prevent Brightpoint from performing its obligations hereunder, or (iii) any law, statute, rule or regulation to which Brightpoint is subject.

v. Brightpoint acknowledges that it has had the opportunity to review this Settlement Agreement and the transactions contemplated by this Settlement Agreement with its own legal counsel and investment and tax advisors. Brightpoint is not relying on any statements or representations of any Dangaard Entity or any of their respective affiliates, representatives or agents for legal, tax or investment advice with respect to this Settlement Agreement or the transactions contemplated by the Settlement Agreement.

c. By the Dangaard Entities.

i. Each Dangaard Entity is duly organized, validly existing and in good standing (in such jurisdictions where such status is recognized) under the laws of the jurisdiction of its organization.

ii. This Settlement Agreement is a legal, valid and binding obligation of each Dangaard Entity, enforceable according to its terms, and has been executed by a duly authorized representative of each Dangaard Entity.

iii. Each Dangaard Entity is sophisticated in financial matters and each such entity is able to evaluate the risks and benefits attendant to the sale of the Shares to Brightpoint.

iv. The Dangaard Entities, in making the decision to sell the Shares to Brightpoint, have not relied upon any oral or written representations or assurances from Brightpoint, or any of Brightpoint’s affiliates, officers, directors or employees or any other representatives or agents of Brightpoint. The Dangaard Entities have had access to all of the filings made by Brightpoint with the United States Securities and Exchange Commission (“SEC”), pursuant to the Securities Exchange Act of 1934, as amended, and the Securities Act of 1933, as amended, in each case to the extent available publicly via the SEC’s Electronic Data Gathering, Analysis and Retrieval system.

v. Each Dangaard Entity has all corporate, limited liability company or partnership power and authority, as appropriate, to execute this Settlement Agreement. This Settlement Agreement has been validly authorized, executed and delivered by each Dangaard

Entity, and no further corporate, limited liability company or partnership actions, as appropriate, are required on the part of any such Dangaard Entity to authorize the execution and delivery of this Settlement Agreement. The execution, delivery and performance of this Settlement Agreement by each Dangaard Entity does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) the organizational documents of any Dangaard Entity, (ii) any agreement, contract or instrument to which any Dangaard Entity is a party which would prevent any Dangaard Entity from performing its respective obligations hereunder, or (iii) any law, statute, rule or regulation to which any such Dangaard Entity is subject.

vi. Each Dangaard Entity acknowledges that it has had the opportunity to review this Settlement Agreement and the transactions contemplated by this Settlement Agreement with its own legal counsel and investment and tax advisors. No Dangaard Entity is relying on any statements or representations of Brightpoint or any of Brightpoint’s respective affiliates, representatives or agents for legal, tax or investment advice with respect to this Settlement Agreement or the transactions contemplated by the Settlement Agreement.

vii. NC Holding is the beneficial owner of the Shares and will transfer to Brightpoint good and marketable title to the Shares, free and clear of any liens, claims, security interests, options charges or any other encumbrance whatsoever.

4. Acknowledgement; Waiver.

Each Dangaard Entity (i) acknowledges that Brightpoint may possess or have access to material non-public information which has not been communicated to any Dangaard Entity; (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that it may now have or may hereafter acquire, whether presently known or unknown, against Brightpoint or any of its officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the sale of the Shares pursuant to this Settlement Agreement, including without limitation, any claims arising under Rule 10b-(5) of the Securities and Exchange Act of 1934; and (iii) is aware that Brightpoint is relying on the truth of the representations set forth in Sections 3.a and 3.c of this Settlement Agreement and the foregoing acknowledgement and waiver in clauses 4.i and 4.ii above, respectively, in connection with the transactions contemplated by this Settlement Agreement. Notwithstanding the foregoing, nothing in this Section 4 shall prevent a Dangaard Entity or any

of its successors, assigns, subsidiaries or affiliates from receiving any relief to which it may be entitled due to its membership in any class of security holders of Brightpoint having claims against Brightpoint.

5. Miscellaneous Provisions.

a. This Settlement Agreement (together with the Exhibits and Schedules hereto) sets forth the entire agreement among the Parties with respect to its subject matter and, other than as specifically amended or modified herein (including in the Exhibits hereto), all other terms and conditions of all other agreements between the Parties, including but not limited to the (i) Escrow Agreement, (ii) Shareholder Agreement, (iii) Stock Purchase Agreement and (iv) Registration Rights Agreement, remain in full force and effect. Nothing in this Settlement Agreement shall be deemed to amend, modify, waive or alter the Underwriting Agreement dated July 15, 2009 by and among Brightpoint, NC Holding and Deutsche Bank Securities, Inc.

b. This Settlement Agreement may not be changed, modified or amended except by a written instrument signed by the Parties.

c. This Settlement Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signature pages may be exchanged by e-mail or facsimile, and each signature page so exchanged shall be considered an original.

d. This Settlement Agreement shall be binding on the Parties and their respective predecessors, successors, assigns, parents, subsidiaries, affiliates, divisions, groups, and present and former officers, directors, and employees.

e. Unless Brightpoint instructs otherwise in writing, all notices to Brightpoint regarding this Settlement Agreement shall be delivered to:

Brightpoint, Inc.
7635 Interactive Way, Suite 200
Indianapolis, Indiana 46278 USA
ATTN: Steven E. Fivel
Executive Vice President, General Counsel & Secretary
Tel: (317) 707-2520
E-mail: steve.fivel@brightpoint.com

With a copy to:

Blank Rome LLP
405 Lexington Avenue
New York, New York 10174

ATTN: Robert J. Mittman
Tel: (212) 885-5555
E-mail: rmittman@blankrome.com

f. Unless NC Holding instructs otherwise in writing, all notices to the Dangaard Entities regarding this Settlement Agreement shall be delivered to:

NC Telecom Holding A/S
c/o NC Advisory A/S
Sankt Annae Plads 11
1250 Copenhagen K, Denmark
ATTN: Michael Haaning
Tel: +45 (3344) 7750
E-mail: michael.haaning@nordiccapital.com

With a copy to:

Latham & Watkins LLP
885 Third Avenue
New York, New York 10022
ATTN: David A. Kurzweil
Tel: (212) 906-1200
E-mail: david.kurzweil@lw.com

g. Unless otherwise indicated or agreed to in writing by the Party to receive the delivery of any document, as used in this Settlement Agreement “deliver” and “delivery” shall mean transmission by overnight courier and e-mail.

h. The Parties are entering into this Settlement Agreement solely in order to avoid further expense, inconvenience, risk and delay and to permit the continued operation of their affairs unhindered by expensive litigation and by distraction and diversion of themselves and their employees, and thereby to put to rest all controversy with respect to the Claims. This Settlement Agreement and each of its provisions, and the settlement provided for herein, whether or not consummated, and any negotiations, proceedings or agreements relating to the Settlement Agreement, or any matter arising in connection with such negotiations, proceedings or agreements are not and shall not in any event be:

i. construed as, offered in evidence as, received in evidence as, and/or deemed to be evidence of a presumption, concession or an admission by the Parties of the truth of any fact alleged or the validity of any claim that has been, or could have been, asserted in the

Claims, or of the deficiency of any defense that has been, could have been, or in the future might be asserted in any litigation, or of any liability, fault, wrongdoing or otherwise of any of the Parties;

ii. construed as, offered in evidence as, received in evidence as, and/or deemed to be evidence of a presumption, concession or an admission of any fault, breach of duty, wrongful act or misrepresentation or omission in any statement or written document approved or made by any of the Parties or the approval or making of which was participated in by the Parties or any employee of any of the Parties; or

iii. construed by anyone for any purpose whatsoever as evidence of a presumption, concession or admission of any liability, fault or wrongdoing on the part of any of the Parties;

provided, however, that nothing in this Section 5(h) shall prohibit any Party from introducing the fully executed Settlement Agreement and the releases attached as exhibits hereto as evidence in an action to enforce their terms.

i. This Settlement Agreement shall be deemed to have been drafted jointly by the Parties.

j. Whenever possible, each provision of this Settlement Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Settlement Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Settlement Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

6. Governing Law.

For the avoidance of any doubt, Sections 12.13 and 12.14 of the Stock Purchase Agreement, captioned, respectively, “Controlling Law” and “Jurisdiction and Process,” shall apply to this Settlement Agreement, the releases attached as exhibits hereto, and all other collateral documents executed in connection herewith. Those Sections of the Stock Purchase Agreement read as follows:

“12.13 Controlling Law. THIS AGREEMENT IS MADE UNDER, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW

YORK, APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED SOLELY THEREIN, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.”

“12.14 Jurisdiction and Process. In any action between or among any of the parties, whether arising out of this Agreement, any of the agreements contemplated hereby or otherwise, (a) each of the parties irrevocably consents to the exclusive jurisdiction and venue of the federal and state courts located in New York, New York, (b) if any such action is commenced in a state court, then, subject to applicable law, no party shall object to the removal of such action to any federal court located in New York, New York, (c) each of the parties irrevocably waives the right to trial by jury, (d) each of the parties irrevocably agrees to designate a service company located in the United States as its agent for service of process and consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is located, and (e) the prevailing parties shall be entitled to recover their reasonable attorneys’ fees, costs and disbursements from the other parties (in addition to any other relief to which the prevailing parties may be entitled).”

7. Continuing Indemnification Obligations.

Notwithstanding anything to the contrary that may be contained in this Settlement Agreement or in the Release attached hereto as Exhibit D, Section 6.16 of the Stock Purchase Agreement, captioned “Shareholder’s Indemnification Rights under the June Stock Purchase Agreement” shall remain in full force and effect. Section 6.16 of the Stock Purchase Agreement reads as follows:

“6.16 Shareholder’s Indemnification Rights under the June Stock Purchase Agreement.

(a) Effective as of the Closing, Shareholder hereby transfers and assigns to Parent all of its rights to indemnification under that certain Share Sale and Purchase Agreement dated June 13, 2006 by and between Shareholder and the former shareholders of Target (the “June Stock Purchase Agreement”). In the event that any such transfer or assignment is limited or not permitted pursuant to the June Stock Purchase Agreement and in the event that a Parent Indemnitee seeks indemnification for any Losses under Section 11 herein, Shareholder shall from and after the Closing, at the direction of Parent and as promptly as practicable after Shareholder’s receipt of an Indemnification Notice from such Parent Indemnitee, enforce its right to indemnification for such Losses. The Indemnification Notice shall set forth the basis of the

claim to be made under the June Stock Purchase Agreement, together with all relevant details in the possession of Parent or Target, and shall instruct Shareholder to enforce its right to indemnification under the June Stock Purchase Agreement. Upon receipt of such Indemnification Notice, Shareholder shall, as promptly as reasonably practicable, make a claim for indemnity under the June Stock Purchase Agreement in accordance with the terms thereof, and in connection with such claim shall only take such actions and incur such fees as reasonably requested by Parent. In connection with enforcing such rights, Parent shall, and shall cause Target to, cooperate with Shareholder and its counsel and provide Shareholder with access to all information and personnel in its possession relevant or reasonably necessary for enforcing such rights. All amounts recovered pursuant to such indemnification right (net of any Taxes and any actual out-of-pocket fees and expenses of Shareholder in connection with Shareholder seeking such Indemnification Proceeds) (the “Indemnification Proceeds”) which exceed the Cap set forth in Section 11.4.2 (the “Indemnification Excess”) shall increase the Cap in order to provide the Parent Indemnitee the full benefit of such Indemnification Proceeds. Parent shall indemnify Shareholder for any Losses of Shareholder arising out of the exercise of such indemnification rights under the June Stock Purchase Agreement (including the actual out-of-pocket fees and expenses incurred by it in connection with Shareholder seeking such Indemnification Proceeds). Furthermore, notwithstanding anything to the contrary in this Agreement, Shareholder shall pay all such Indemnification Proceeds to the Parent Indemnitee promptly after receipt thereof in accordance with Section 11.6 herein, provided, however, that Shareholder shall pay any Indemnification Excess to the Parent Indemnitee promptly after receipt thereof in cash. For purposes of clarification, in no circumstance shall Section 11.4.1 (Basket) or Section 11.4.2 (Cap) be applicable to any Indemnification Proceeds received by Shareholder.

(b) Effective as of the Closing, Shareholder hereby agrees that it shall not, by its own voluntary action, liquidate, dissolve or otherwise cease to exist so long as its indemnification rights under the June Stock Purchase Agreement are enforceable; provided, however, that any involuntary action of liquidation, dissolution or cessation of existence of Shareholder is not a result of the actions or inactions of Shareholder or Nordic; provided further that nothing in this Section 6.16(b) shall prohibit Shareholder from issuing dividends or making distributions, including from proceeds received from the sale of any Parent Shares, or otherwise writing down its share capital or buying back shares.

Shareholder to comply with the covenants provided for in this Section 6.16 and shall indemnify Parent for any Losses associated with Shareholder’s failure to use commercially reasonable efforts to comply with the terms and conditions of this Section 6.16, in each case until the earlier of (i) when Shareholder no longer has any right to indemnification under the June Stock Purchase Agreement or (ii) six (6) years after the Closing. Notwithstanding the foregoing, Nordic’s obligation to indemnify Parent for any such Losses shall be limited to, and shall not exceed, the value (measured at the Closing) of its pro rata interest (determined based upon Nordic’s shareholdings in Shareholder) in the Purchase Price payable to Shareholder at Closing. Notwithstanding any other provision hereof, each of Nordic Capital VI Alpha, L.P. and Nordic Capital Beta, L.P., acting through their general partner, Nordic Capital VI Limited, NC VI Limited and Nordic Industries Limited shall be only severally, and not jointly liable, for any indemnification or other obligations pursuant to this Section 6.16(c) (in proportion to their respective holdings in Shareholder).”

Except to the extent set forth in the Release attached hereto as Exhibit D, the parties explicitly acknowledge that Brightpoint has the right to pursue all remedies available to it with respect to the dispute referred to in the Letters as the “Norwegian Tax Matters”.

[Signature pages follow]

IN WITNESS WHEREOF, the Parties have duly authorized the execution and delivery of this Settlement Agreement as of the date written below.

Dated: October 1, 2009


	BRIGHTPOINT, INC. 7635 Interactive Way, Suite 200 Indianapolis, Indiana 46278
	By:	/s/ Steven E. Fivel
		Steven E. Fivel
		Executive Vice President

	NC TELECOM HOLDING A/S c/o NC Advisory A/S Sankt Annae Plads 11 1250 Copenhagen K Denmark
	By:	/s/ Michael Haaning
		Michael Haaning
		Director

	NORDIC WHOLESALE SERVICES S.A.R.L. 5, rue Guillaume Kroll 1882 Luxembourg
	By:	/s/ Ingrid Moinet
		Ingrid Moinet


	NORDIC CAPITAL VI ALPHA, L.P. acting by its general partner Nordic Capital VI Limited 26 Esplanade St. Helier Jersey JE2 3QA Channel Islands
	By:	/s/ Lynda Elliott
		Lynda Elliott
		Director

	NORDIC CAPITAL VI BETA, L.P. acting by its general partner Nordic Capital VI Limited 26 Esplanade St. Helier Jersey JE2 3QA Channel Islands
	By:	/s/ Lynda Elliott
		Lynda Elliott
		Director

	NC VI LIMITED 26 Esplanade St. Helier Jersey JE2 3QA Channel Islands
	By:	/s/ Lynda Elliott
		Lynda Elliott
		Director

	NORDIC INDUSTRIES LIMITED 26 Esplanade St. Helier Jersey JE2 3QA Channel Islands
	By:	/s/ Lynda Elliott
		Lynda Elliott
		Director


	NORDIC CAPITAL VI LIMITED 26 Esplanade St Helier Jersey JE2 3QA Channel Islands
	By:	/s/ Lynda Elliott
		Lynda Elliott
		Director

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