Brightstar Corp. – IPO: ‘S-1’ on 8/9/04 – EX-10.12

On:  Monday, 8/9/04, at 1:27pm ET   ·   Accession #:  950144-4-7938   ·   File #:  333-118036

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Initial Public Offering (IPO):  Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Brighstar Corp. Form S-1                            HTML   1.42M 
 2: EX-4.1      Form of Common Stock Certificate                       4     22K 
 3: EX-4.2      Certificate of Designation                            34    124K 
 4: EX-4.3      Stockholders' Agreement                               41    165K 
 5: EX-4.4      Purchase Agreement                                   246    961K 
 6: EX-4.5      Redemption Agreement                                   8     47K 
 7: EX-10.1     Amended & Restated Distribution Agreement             32    129K 
                          W/Motorola                                             
16: EX-10.10    Kyocera Wireless Corp. Supply Agreement                6     44K 
17: EX-10.11    Amendment to Supply Agreement W/Kyocera                1     18K 
18: EX-10.12    Amendment No. 2 to Supply Agreement W/Kyocera          2±    19K 
19: EX-10.13    Amendment No. 3 to Supply Agreement W/Kyocera          1     18K 
20: EX-10.14    Amendment No. 4 to Supply Agreement W/Kyocera          2     20K 
21: EX-10.15    Amendment No. 5 to Supply Agreement W/Kyocera          2±    19K 
22: EX-10.16    Contract for Services W/Otecel S.A.                   42    170K 
23: EX-10.17    Operating Agreement W/Narbitec                        33    128K 
24: EX-10.18    First Amendment to Operating Agreement                 3     21K 
25: EX-10.19    Development and Supply Agreement W/Csi Wireless       44    190K 
 8: EX-10.2     Exclusive Distribution Agreement W/Motorola           19     73K 
26: EX-10.20    First Amendment to Development and Supply             16     67K 
                          Agreement                                              
27: EX-10.21    Employment Agreement / Denise Gibson                  11     66K 
28: EX-10.22    Executive Employment Agreement/ Marcelo Claure        17     90K 
29: EX-10.23    Executive Employment Agreement W/Oscar Fumagali       10     60K 
30: EX-10.24    Independent Contractor Agreement/ Victor Raul          8     41K 
                          Califa                                                 
31: EX-10.25    Independent Contractor Agreement/ Carlos M. Touyaa     8     41K 
32: EX-10.26    Industrial Multi-Tenant Lease                         40    183K 
33: EX-10.27    Lease Agreement                                       94    395K 
34: EX-10.28    Factoring Agreement/ Factor Banarte                   18    118K 
35: EX-10.29    Factoring Agreement/ Bbva Bancomer, S.A.              15     65K 
 9: EX-10.3     Motorola Master Distributor Agreement                 23±    94K 
36: EX-10.30    Revolving Credit and Security Agreement W/Pnc Bank   131    511K 
37: EX-10.31    Amended and Restated Payment Terms Agreement          22    101K 
                          W/Motorola                                             
38: EX-10.32    Intercreditor Agreement W/Motorola                    29    124K 
39: EX-10.33    Amended and Restated Stock Pledge and Security        14     63K 
                          Agreement W/Motorola                                   
40: EX-10.34    Limited Security Agreement W/Motorola                 22     91K 
41: EX-10.35    Security Agreement W/Motorola                         22     98K 
42: EX-10.36    Amended and Restated Security Agreement W/Motorola    13     67K 
43: EX-10.37    Amended and Restated Unconditional Guaranty/           9     45K 
                          Brightstar Corp W/Motorola                             
44: EX-10.38    Amended and Restated Unconditional Guaranty/           9     45K 
                          Brightstar U.S.,Inc. W/Motorola                        
45: EX-10.39    Unconditonal Guaranty W/Motorola                      16     70K 
10: EX-10.4     Amendment One to Motorola Master Distributor           3     25K 
                          Agreement                                              
46: EX-10.40    Amended and Restated Personal Guaranty W/Motorola      5     32K 
47: EX-10.41    Stock Pledge and Security Agreement W/Motorola        11     51K 
48: EX-10.42    Amended and Restated Security Agreement W/Motorola    14     67K 
49: EX-10.43    Amended and Restated Stock Pledge and Security        10     49K 
                          Agreement/ Motorola                                    
50: EX-10.44    Amended and Restated Pledge Agreement/Telcel C.A.      8±    42K 
51: EX-10.45    Promissory Note W/American Express                     5±    32K 
52: EX-10.49    Purchase Agreement/El Salvador                        14     64K 
11: EX-10.5     First Amendment to Motorola Master Distributor         2     20K 
                          Agreement                                              
53: EX-10.50    Amendment No. 1 to Purchase Agreement /El Salvador     2     21K 
54: EX-10.51    Purchase Agreement/ Guatemala                         14     64K 
55: EX-10.52    Amendment No. 1 to Purchase Agreement/Guatemala        2     23K 
56: EX-10.53    2004 Stock Incentive Plan                             20     89K 
57: EX-10.54    Cellular Essential Properties Cross License Agmt      17     58K 
12: EX-10.6     U.S. Distribution Agreement W/Motorola                30    105K 
13: EX-10.7     Distributor Agreement W/Sendo America, Inc.           26    100K 
14: EX-10.8     Distribution Agreement W/Sagem S.A.                   33    117K 
15: EX-10.9     Distributor Agreement W/Samsung                       16     68K 
58: EX-21       List of Subsidiaries                                   1     18K 
59: EX-23.2     Consent of Deloitte & Touche LLP                       1     17K 

EX-10.12   —   Amendment No. 2 to Supply Agreement W/Kyocera
Exhibit Table of Contents

EX-10.12
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PORTIONS OF THIS DOCUMENT INDICATED BY AN [***] HAVE BEEN OMITTED AND FILED     
SEPARATELY WITH THE SECURITIES EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR    
CONFIDENTIAL TREATMENT OF SUCH INFORMATION.                                     

                                                                 EXHIBIT 10.12

 AMENDMENT NO. 2 TO SUPPLY AGREEMENT

     THE AMENDMENT NO. 2 TO THE SUPPLY AGREEMENT (the "Amendment") is made and
entered into effective January 21, 2003 (the "Effective Date"), by and between  
Kyocera Wireless Corp., a Delaware corporation ("Kyocera") and Brightstar       
Corporation, a Delaware corporation ("Purchaser"'), with respect to the         
following facts:                                                                

RECITALS

A.    Kyocera and Purchaser previously entered into that certain Supply         
Agreement dated September 1, 2000, as amended (the "Agreement").                

B.    By this Amendment, Kyocera and Purchaser desire to amend the Agreement    
as hereinafter set forth.                                                       

 AGREEMENT

NOW, THEREFORE, for and in consideration of the promises set forth, 
herein, Kyocera and Purchaser agree as follows:                                 

1.    The term of the Agreement is hereby extended to December 31, 2003.        

2.    The following shall replace in its entirety the second paragraph of       
Section 7 ("Price and Payment Terms"):                              

"With respect to each P.O. accepted by Kyocera, Kyocera will invoice
Purchaser for Product purchased upon delivery of such Product to the
   Shipping Location, and Purchaser shall pay all such invoices by or wire
   transfer within [***] days after the invoice date. Kyocera reserves the
 right to require reasonable assurances of payment by Purchaser, e.g,,
  funded financially by a financial institution acceptable to Kyocera or
   letter of credit from a reputable bank provided by purchaser to Kyocera
  not later than [***] days prior to the schedule delivery date, Kyocera
   may, from time to time evaluate purchaser's credit standing and on that
  basis, establish a credit limit to accommodate Purchaser's issuance of
P.O.s as herein provided. Purchaser Shall provide any reasonable    
assistance requested by Kyocera to make such evaluation,"           

3.    Except as modified by this Amendment, the Agreement shall continue in     
full force and effect as written.                                   

  IN WITNESS WHEREOF, the parties have executed this Amendment as of the
Effective Date.                                                     

KYOCERA WIRELESS CORP.                 BRIGHTSTAR CORPORATION                   

By /s/ Dave Whalen                    By /s/ Raul Marcelo Claure                
---------------------------------     ---------------------------------     
Name: Dave Whalen                     Name: Marcelo Claure                      
------------------------------        ------------------------------  
Title: CVP                            Title: President and CEO                  
------------------------------         -----------------------------  

Kyocera Wireles Corp.                                                           

Proprietary/Confidential                                                        

1 

Dates Referenced Herein

This ‘S-1’ Filing		Date		Other Filings
Filed on:		8/9/04		None on these Dates
		12/31/03
		1/21/03
		9/1/00
				List all Filings