BRIGHTPOINT INC
CONSENT AND LIMITED WAIVER
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>c88565exv10w2.txt
<DESCRIPTION>CONSENT AND LIMITED WAIVER
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.2

                                                                  EXECUTION COPY



            CONSENT AND LIMITED WAIVER TO AMENDED AND RESTATED CREDIT
                                   AGREEMENT

         CONSENT AND LIMITED WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT
(this "Consent"), dated as of September 30, 2004 among BRIGHTPOINT NORTH AMERICA
L.P., a Delaware limited partnership ("Brightpoint"), and WIRELESS FULFILLMENT
SERVICES LLC, a California limited liability company ("Wireless", together with
Brightpoint, the "Borrowers"), the other Credit Parties signatory to the
hereinafter defined Credit Agreement; GENERAL ELECTRIC CAPITAL CORPORATION, a
Delaware corporation (in its individual capacity, "GE Capital"), for itself, as
Lender, and as Agent for Lenders ("Agent"), and the other Lenders signatory to
the hereinafter defined Credit Agreement.

                              W I T N E S S E T H :

         WHEREAS, the Borrowers, the other Credit Parties, Agent and Lenders are
party to that certain Amended and Restated Credit Agreement, dated as of March
18, 2004 (as amended, restated, supplemented or otherwise modified from time to
time, the "Credit Agreement");

         WHEREAS, on and subject to the terms and conditions hereof, the
Borrower and the other Credit Parties have requested that Agent and Lenders, and
Agent and Lenders are willing to, consent to the release of the existing
Mortgage on the Mortgaged Property located in Reno, Nevada and waive any and all
Defaults or Events of Default in connection therewith, all as set forth herein;
and

         WHEREAS, this Consent shall constitute a Loan Document and these
Recitals shall be construed as part of this Consent; capitalized terms used
herein without definition are so used as defined in Annex A to the Credit
Agreement.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto hereby agree as follows:

         1. Consent and Limited Waiver. Agent and Lenders hereby expressly (i)
consent to the release of the Mortgage currently existing relating to the
Mortgaged Property located in Reno, Nevada and all documentation in connection
therewith and (ii) waive any Default or Event of Default arising as a result
thereof, including without limitation, pursuant to Section 5.11 to the Credit
Agreement; provided, that such consent and limited waiver are subject to the
delivery by Borrowers to Agent of (x) an executed copy of the new lease
agreement with respect to the Real Estate currently located in Reno, Nevada (the
"Reno Property") by and between Brightpoint and the lessor of the Reno Property
and (y) a new landlord's agreement by and between Agent and the lessor of the
Reno Property on terms similar to the existing landlord's agreement and
otherwise on terms reasonably satisfactory in form and substance to Agent. Such
consent and limited waiver are only applicable and shall only be effective in
the specific instances and for the specific purposes for which made or given.


<PAGE>


         2. Representations and Warranties of Credit Parties. In order to induce
Agent and Lenders to enter into this Consent, each Credit Party hereby jointly
and severally represents and warrants to Agent and Lenders that:

         (a) Representations and Warranties. After giving effect to this
Consent, no representation or warranty of any Credit Party contained in the
Credit Agreement or any of the other Loan Documents, including this Consent,
shall be untrue or incorrect in any material respect as of the date hereof,
except to the extent that such representation or warranty expressly relates to
an earlier date.

         (b) Authorization, etc. Each Credit Party has the power and authority
to execute, deliver and perform this Consent. Each Credit Party has taken all
necessary action (including, without limitation, obtaining approval of its
stockholders, if necessary) to authorize its execution, delivery and performance
of this Consent. No consent, approval or authorization of, or declaration or
filing with, any Governmental Authority, and no consent of any other Person, is
required in connection with any Credit Party's execution, delivery and
performance of this Consent, except for those already duly obtained. This
Consent has been duly executed and delivered by each Credit Party and
constitutes the legal, valid and binding obligation of each Credit Party,
enforceable against it in accordance with its terms. No Credit Party's
execution, delivery or performance of this Consent conflicts with, or
constitutes a violation or breach of, or constitutes a default under, or results
in the creation or imposition of any Lien upon the property of any Credit Party
by reason of the terms of (i) any contract, mortgage, lease, agreement,
indenture or instrument to which any Credit Party is a party or which is binding
upon it, (ii) any law or regulation or order or decree of any court applicable
to any Credit Party, or (iii) the certificate or articles of incorporation or
by-laws of any Credit Party.

         (c) No Default. No Default or Event of Default has occurred or is
continuing, or would result after giving effect hereto.

         3. Conditions to Effectiveness. The effectiveness of this Consent is
expressly conditioned upon the satisfaction, and delivery to Agent (on behalf of
itself and Lenders), of each condition set forth in this Section 3 on or prior
to the date hereof:

         (a) Documentation. Duly executed originals of this Consent from each
Credit Party and from Requisite Lenders.

         (b) Other Documents. All other agreements, certificates and other
documents as Agent any reasonably request to accomplish the purposes of this
Consent.

         4. Reference to and Effect on Loan Documents.

         (a) Ratification. Except as specifically provided in this Consent, the
Credit Agreement and the other Loan Documents shall remain in full force and
effect and each Credit Party hereby ratifies and confirms each such Loan
Document.

         (b) No Waiver. Except as specifically provided in this Consent, the
execution, delivery and effectiveness of this Consent shall not operate as a
waiver or forbearance of any right, power or remedy of Agent or any Lender under
the Credit Agreement or any of the


                                      -2-
<PAGE>


other Loan Documents, or constitute a consent, waiver or modification with
respect to any provision of the Credit Agreement or any of the other Loan
Documents. Upon the effectiveness of this Consent each reference in (a) the
Credit Agreement to "this Agreement," "hereunder," "hereof," or words of similar
import and (b) any other Loan Document to "the Agreement" shall, in each case
and except as otherwise specifically stated therein, mean and be a reference to
the Credit Agreement as amended hereby.

         5. Affirmation of Guarantors. By its signature set forth below, each
Guarantor hereby confirms to Agent and Lenders that, after giving effect to the
foregoing Consent and the transactions contemplated thereby, the Guaranty of
such Guarantor and each other Loan Document to which such Guarantor is a party
continues in full force and effect and is the legal, valid and binding
obligation of such Guarantor, enforceable against such Guarantor in accordance
with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, or similar laws affecting the enforcement of creditors'
rights generally or by equitable principles relating to enforceability.

         6. Miscellaneous.

         (a) Successors and Assigns. This Consent shall be binding on and shall
inure to the benefit of the Credit Parties, Agent and Lenders and their
respective successors and assigns, except as otherwise provided herein. No
Credit Party may assign, transfer, hypothecate or otherwise convey its rights,
benefits, obligations or duties hereunder without the prior express written
consent of Agent and Lenders. The terms and provisions of this Consent are for
the purpose of defining the relative rights and obligations of the Credit
Parties, Agent and Lenders with respect to the transactions contemplated hereby
and there shall be no third party beneficiaries of any of the terms and
provisions of this Consent.

         (b) Entire Agreement. This Consent, including all schedules and other
documents attached hereto or incorporated by reference herein or delivered in
connection herewith, constitutes the entire agreement of the parties with
respect to the subject matter hereof and supersedes all other understandings,
oral or written, with respect to the subject matter hereof.

         (c) Fees and Expenses. As provided in Section 11.3 of the Credit
Agreement, the Borrowers agree to pay on demand all fees, costs and expenses
incurred by Agent in connection with the preparation, execution and delivery of
this Consent.

         (d) Headings. Section headings in this Consent are included herein for
convenience of reference only and shall not constitute a part of this Consent
for any other purpose.

         (e) Severability. Wherever possible, each provision of this Consent
shall be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Consent shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Consent.


                                      -3-
<PAGE>


         (f) Conflict of Terms. Except as otherwise provided in this Consent, if
any provision contained in this Consent is in conflict with, or inconsistent
with, any provision in any of the other Loan Documents, the provision contained
in this Consent shall govern and control.

         (g) Counterparts. This Consent may be executed in any number of
separate counterparts, each of which shall collectively and separately
constitute one agreement. Delivery of an executed signature page to this Consent
by telecopy shall be effective as delivery of a manually executed signature page
to this Consent.

         (h) Incorporation of Credit Agreement. The provisions contained in
Sections 11.9 and 11.13 of the Credit Agreement are incorporated herein by
reference to the same extent as if reproduced herein in their entirety, except
with reference to this Consent rather than the Credit Agreement.

         (i) Acknowledgment. Each Credit Party hereby acknowledges its status as
a Credit Party and affirms its obligations under the Credit Agreement and
represents and warrants that there are no liabilities, claims, suits, debts,
liens, losses, causes of action, demands, rights, damages or costs, or expenses
of any kind, character or nature whatsoever, known or unknown, fixed or
contingent (collectively, the "Claims"), which any Credit Party may have or
claim to have against Agent or any Lender, or any of their respective
affiliates, agents, employees, officers, directors, representatives, attorneys,
successors and assigns (collectively, the "Lender Released Parties"), which
might arise out of or be connected with any act of commission or omission of the
Lender Released Parties existing or occurring on or prior to the date of this
Consent, including, without limitation, any Claims arising with respect to the
Obligations or any Loan Documents. In furtherance of the foregoing, each Credit
Party hereby releases, acquits and forever discharges the Lender Released
Parties from any and all Claims that any Credit Party may have or claim to have,
relating to or arising out of or in connection with the Obligations or any Loan
Documents or any other agreement or transaction contemplated thereby or any
action taken in connection therewith from the beginning of time up to and
including the date of the execution and delivery of this Consent. Each Credit
Party further agrees forever to refrain from commencing, instituting or
prosecuting any lawsuit, action or other proceeding against any Lender Released
Parties with respect to any and all Claims which might arise out of or be
connected with any act of commission or omission of the Lender Released Parties
existing or occurring on or prior to the date of this Consent, including,
without limitation, any Claims arising with respect to the Obligations or any
Loan Documents.

                            [signature pages follow]


                                      -4-
<PAGE>


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

                                     BRIGHTPOINT NORTH AMERICA L.P.

                                     By: BRIGHTPOINT NORTH
                                         AMERICA, INC., its general partner

                                     By: /s/ Steven E. Fivel
                                        ----------------------------------------
                                     Name: Steven E. Fivel
                                     Title: Executive Vice President & Secretary

                                     WIRELESS FULFILLMENT SERVICES LLC

                                     By: Brightpoint, Inc., its manager

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

                                     GENERAL ELECTRIC CAPITAL CORPORATION,
                                     as Agent and Lender

                                     By: /s/ Mark E. Blankstein
                                         ---------------------------------------
                                     Title: Duly Authorized Signatory

                                     LASALLE BUSINESS CREDIT, LLC,
                                     as Lender

                                     By: /s/ Bradley E. Handrich
                                         ---------------------------------------
                                     Name: Bradley E. Handrich
                                           -------------------------------------
                                     Title: AVP
                                           -------------------------------------


                                     [S-1]
<PAGE>


                                       NATIONAL CITY BANK OF INDIANA, as Lender

                                       By: /s/ David G. McNeely
                                          --------------------------------------
                                       Name: David G. McNeely
                                             -----------------------------------
                                       Title: Vice President
                                             -----------------------------------

                                       CONGRESS FINANCIAL CORPORATION
                                       (CENTRAL), as Lender

                                       By: /s/ Steven Linderman
                                          --------------------------------------
                                       Name: Steven Linderman
                                             -----------------------------------
                                       Title: Senior Vice President
                                             -----------------------------------


                                     [S-2]
<PAGE>


         The following Persons are signatories to this Consent in their capacity
as Credit Parties or Loan Parties and not as Borrowers.


                                    BRIGHTPOINT, INC.

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


                                    BRIGHTPOINT NORTH AMERICA, INC.

                                    By: /s/ Steven E. Fivel
                                       -----------------------------------------
                                    Name:  Steven E. Fivel
                                    Title: Executive Vice President & Secretary


                                    WIRELESS FULFILLMENT SERVICES HOLDINGS, INC.

                                    By: /s/ Steven E. Fivel
                                       -----------------------------------------
                                    Name:  Steven E. Fivel
                                    Title: Executive Vice President & Secretary


                                    BRIGHTPOINT INTERNATIONAL LTD.

                                    By: /s/ Steven E. Fivel
                                        ----------------------------------------
                                    Name:  Steven E. Fivel
                                    Title: Executive Vice President & Secretary


                                    BRIGHTPOINT ACTIVATION SERVICES LLC

                                    By: BRIGHTPOINT NORTH AMERICA L.P.,
                                        its sole member and sole manager

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

                                    By: /s/ Steven E. Fivel
                                       -----------------------------------------
                                    Name:  Steven E. Fivel
                                    Title: Executive Vice President & Secretary


                                     [S-3]


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</DOCUMENT>
