Subsidiary Borrower and Guarantor Assumption Letter by Brightpoint North America, Inc. to Lenders under Multicurrency Credit Agreement

Summary

Brightpoint North America, Inc. agrees to become a Subsidiary Borrower and Guarantor under the existing Multicurrency Credit Agreement with Brightpoint, Inc., various lenders, and Bank One, Indiana, as administrative agent. By signing, Brightpoint North America, Inc. assumes all obligations and liabilities of a borrower and guarantor as outlined in the Credit Agreement, and confirms it is bound by its terms. The agreement is governed by Illinois law and remains in effect until all secured obligations are paid in full.

EX-10.40 10 c61116ex10-40.txt SUBSIDIARY BORROWER AND GUARANTOR LETTER 1 EXHIBIT 10.40 January 1, 2001 To the Lenders party to the Credit Agreement referred to below Ladies and Gentlemen: Reference is made to the Second Amended and Restated Multicurrency Credit Agreement dated as of July 27, 1999, initially among Brightpoint, Inc., Brightpoint International Ltd., certain borrowing subsidiaries party thereto from time to time, certain guarantors party thereto from time to time, the institutions from time to time party thereto as Lenders (the "Lenders") and Bank One, Indiana, National Association, as administrative agent (the "Administrative Agent") for the Lenders (as amended and in effect from time to time, the "Credit Agreement"). Terms defined in the Credit Agreement and used herein are used herein as defined therein. The undersigned, Brightpoint North America, Inc. (the "Subsidiary"), a corporation organized under the laws of Indiana, hereby agrees that from the date hereof it shall become a "Subsidiary Borrower" and a "Guarantor" under the Credit Agreement and agrees that from the date hereof and until the payment in full of all of the Secured Obligations, it shall perform, comply with and be bound by each of the provisions of the Credit Agreement which are stated to apply to a "Subsidiary Borrower" and a "Guarantor." Without limiting the generality of the foregoing, the Subsidiary hereby represents and warrants that: (i) each of the representations and warranties set forth in the Credit Agreement is hereby made by such Subsidiary on and as of the date hereof as if made on and as of the date hereof and as if such Subsidiary is a "Borrower" and this Assumption Letter is the "Agreement" referenced therein, (ii) it has heretofore received a true and correct copy of the Credit Agreement (including any modifications thereof or supplements or waivers thereto) as in effect on the date hereof, (iii) each of the representations and warranties set forth in Article V is hereby made by such Subsidiary on and as of the date hereof, and (iv) such Subsidiary expressly assumes all of the obligations and liabilities of a "Guarantor" pursuant to Article IX. 2 Lenders party to the Credit Agreement -2- January 1, 2001 GOVERNING LAW. ANY DISPUTE BETWEEN ANY AGENT OR ANY HOLDER OF SECURED OBLIGATIONS AND BRIGHTPOINT OR ANY SUBSIDIARY BORROWER OR GUARANTOR ARISING OUT OF OR RELATED TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING 735 ILCS 105/5-1 ET SEQ. BUT OTHERWISE WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS) AND DECISIONS OF THE STATE OF ILLINOIS. IN WITNESS WHEREOF, the Subsidiary has duly executed and delivered this Assumption Letter as of the date and year first above written. BRIGHTPOINT NORTH AMERICA, INC. By: /s/ Steven E. Fivel ------------------------------------- Steven E. Fivel, Vice President and Secretary Address for Notices under the Credit Agreement: c/o Brightpoint, Inc. 6402 Corporate Drive Indianapolis, IN 46278 Attn: Steven E. Fivel and Brian D. Smith Consented to: BRIGHTPOINT, INC. By: /s/ Steven E. Fivel ------------------------------------------ Steven E. Fivel, Executive Vice President, General Counsel and Secretary