Pledge Supplement to Pledge Agreement between Brightpoint, Inc. and Bank One, Indiana, N.A. (1/1/2001)

Summary

This Pledge Supplement, dated January 1, 2001, is an addendum to the original Pledge Agreement between Brightpoint, Inc. and Bank One, Indiana, National Association (as successor to The First National Bank of Chicago). Under this supplement, Brightpoint, Inc. pledges additional shares of its subsidiary, Brightpoint North America, Inc., as collateral to the Administrative Agent for the benefit of secured creditors. The supplement confirms that these shares are now part of the pledged collateral under the original agreement, and Brightpoint affirms its authority and the accuracy of its representations.

EX-10.38 8 c61116ex10-38.txt PLEDGE SUPPLEMENT, DATED 1/1/01 1 EXHIBIT 10.38 PLEDGE SUPPLEMENT Reference is hereby made to the Pledge Agreement (the "Pledge Agreement") dated as of the 17th day of April, 1998, by and between Brightpoint, Inc. (the "Pledgor") and The First National Bank of Chicago, whereby the Pledgor has pledged certain capital stock of certain of its subsidiaries as collateral to the Administrative Agent, for the ratable benefit of the Holders of Secured Obligations, as more fully described in the Pledge Agreement. This Supplement is a "Pledge Supplement" as defined in the Pledge Agreement and is, together with the acknowledgments, certificates and Powers delivered herewith, subject in all respects to the terms and provisions of the Pledge Agreement. Capitalized terms used herein and not defined herein shall have the meanings given to them in the Pledge Agreement, except that the term "Administrative Agent" shall mean Bank One, Indiana, National Association, as successor to The First National Bank of Chicago. By its execution below, the Pledgor hereby agrees that (i) the capital stock of the corporation listed on the Schedule I hereto shall be pledged to the Administrative Agent as additional collateral pursuant to Section 1.1(a) of the Pledge Agreement, (ii) such property shall be considered Pledged Stock under the Pledge Agreement and be a part of the Pledged Collateral pursuant to Section 1 of the Pledge Agreement, and (iii) each such corporation listed on the Schedule I hereto shall be considered a Pledged Subsidiary for purposes of the Pledge Agreement. By its execution below, the Pledgor represents and warrants that it has full corporate power and authority to execute this Pledge Supplement and that the representations and warranties contained in Section 5 of the Pledge Agreement are true and correct in all respects as of the date hereof and after taking into account the pledge of the additional Pledged Stock relating hereto. IN WITNESS WHEREOF, the Pledgor has executed and delivered this Pledge Supplement to the Pledge Agreement as of this 1st day of January, 2001. BRIGHTPOINT, INC. By: /s/ Steven E. Fivel ----------------------------------- Steven E. Fivel, Executive Vice President and Secretary 2 SCHEDULE I TO PLEDGE SUPPLEMENT ADDITIONAL PLEDGED STOCK