Commitment Increase Agreement to Credit Agreement among Brightpoint, Inc., Subsidiaries, and Lenders

Contract Categories: Business Finance › Modification Agreements
Summary

This agreement, dated March 30, 2007, is between Brightpoint, Inc. and its subsidiaries (the Borrowers), several guarantor companies, and a group of lenders led by Bank of America, N.A. It increases the total revolving credit commitments available to the Borrowers under an existing credit agreement. The agreement sets out the new commitment amounts for each lender and confirms that all terms of the original credit agreement and guarantees remain in effect. The agreement becomes effective once all parties sign and certain conditions, such as board approvals and fee payments, are met.

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EX-10.3 2 c13909exv10w3.txt COMMITMENT INCREASE AGREEMENT EXHIBIT 10.3 COMMITMENT INCREASE AGREEMENT THIS COMMITMENT INCREASE AGREEMENT (this "Agreement") dated as of March 30, 2007 to the Credit Agreement referenced below is among BRIGHTPOINT, INC., an Indiana corporation (the "Parent"), BRIGHTPOINT NORTH AMERICA L.P., a Delaware limited partnership ("Bright North America"), BRIGHTPOINT PHILIPPINES LIMITED, a British Virgin Islands company ("Bright BVI"), BRIGHTPOINT HOLDINGS B.V., a Netherlands company ("Bright Netherlands"), BRIGHTPOINT AUSTRALIA PTY. LTD., an Australian company ("Bright Australia" and together with the Parent, Bright North America, Bright BVI and Bright Netherlands, the "Borrowers"), the Guarantors identified on the signature pages hereto (the "Guarantors"), the Lenders identified on the signature pages hereto as "Increasing Lenders" (the "Increasing Lenders") and BANK OF AMERICA, N.A., as Administrative Agent. WITNESSETH WHEREAS, a $165 million revolving credit facility has been extended to the Borrowers pursuant to the Credit Agreement (as amended, modified and supplemented from time to time, the "Credit Agreement") dated as of February 16, 2007 among the Borrowers, the Guarantors, the Lenders identified therein and the Administrative Agent; WHEREAS, pursuant to Section 2.01(b) of the Credit Agreement, the Parent has the right to increase the Aggregate Revolving Commitments by up to $75 million with additional Revolving Commitments from any existing Lender or new Revolving Commitments from any other Person selected by the Parent and approved by the Administrative Agent in its reasonable discretion; WHEREAS, the Parent has notified the Administrative Agent that the Parent intends to increase the Aggregate Revolving Commitments with additional Revolving Commitments from existing Lenders. NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Defined Terms. Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. 2. Increase in Revolving Commitments. Each Increasing Lender agrees that the Revolving Commitment of such Increasing Lender is increased to the US Dollar amount set forth opposite such Increasing Lender's name on Schedule 1 attached hereto. The Borrowers and the Guarantors agree that the additional Revolving Commitments provided hereunder shall be subject to all of the terms, conditions and other provisions of the Credit Agreement. 3. Conditions Precedent. This Agreement shall be effective as of the date hereof upon satisfaction of each of the following conditions precedent: (a) receipt by the Administrative Agent of this Agreement executed by the Borrowers, the Guarantors and the Increasing Lenders; (b) receipt by the Administrative Agent of resolutions of each Loan Party approving this Agreement and the increase in the Aggregate Revolving Commitments set forth herein; and (c) payment by the Borrower of all fees owing in connection with this Agreement. 4. Reaffirmation of Guaranty. Each Guarantor (a) acknowledges and consents to all of the terms and conditions of this Agreement, (b) agrees that this Agreement and all documents executed in connection herewith do not operate to reduce or discharge such Guarantor's obligations under the Loan Documents and (c) agrees that this Agreement shall in no manner impair or otherwise adversely effect any of the Liens granted in or pursuant to the Loan Documents. 5. Governing Law. This Agreement shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of New York. 6. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract. [Signature Pages Follow] IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to be duly executed as of the date first above written. BORROWERS: BRIGHTPOINT, INC., an Indiana corporation By: /s/ Anthony W. Boor --------------------------------- Name: Anthony W. Boor Title: Executive Vice President, Chief Financial Officer & Treasurer BRIGHTPOINT NORTH AMERICA L.P., a Delaware limited partnership By: Brightpoint North America, Inc., its general partner By: /s/ Anthony W. Boor --------------------------------- Name: Anthony W. Boor Title: Executive Vice President, Chief Financial Officer & Treasurer BRIGHTPOINT PHILIPPINES LIMITED, a British Virgin Islands company By: /s/ Steven E. Fivel --------------------------------- Name: Steven E. Fivel Title: Director BRIGHTPOINT HOLDINGS B.V., a Netherlands company By: /s/ Steven E. Fivel --------------------------------- Name: Steven E. Fivel Title: Managing Director By: /s/ N.J.J.M. Wolthuis-Geeraedts /s/ E.S. van Dalen --------------------------------------------------- Name: Fortis Intertrust (Netherlands) B.V. Title: Managing Director BRIGHTPOINT AUSTRALIA PTY ) LTD in the presence of: ) ) /s/ Craig M. Carpenter ) ------------------------------- ) Signature of witness ) CRAIG M. CARPENTER ) /s/ Steven E. Fivel ------------------------------- ) -------------------- Name of witness (block letters) ) Steven E. Fivel ) Director [Signature Pages Follow] GUARANTORS: 2601 METROPOLIS CORP., an Indiana corporation BRIGHTPOINT INTERNATIONAL LTD., a Delaware corporation BRIGHTPOINT NORTH AMERICA, INC., an Indiana corporation BRIGHTPOINT LATIN AMERICA, INC., an Indiana corporation BRIGHTPOINT THAILAND, INC., an Indiana corporation WIRELESS FULFILLMENT SERVICES HOLDINGS, INC., a Delaware corporation By: /s/ Anthony W. Boor -------------------------------- Name: Anthony W. Boor Title: Executive Vice President, Chief Financial Officer & Treasurer of each of the foregoing BRIGHTPOINT ACTIVATION SERVICES, LLC, an Indiana limited liability company By: Brightpoint North America L.P., its Manager By: Brightpoint North America, Inc., its general partner By: /s/ Anthony W. Boor -------------------------------- Name: Anthony W. Boor Title: Executive Vice President, Chief Financial Officer & Treasurer BRIGHTPOINT SERVICES, LLC, an Indiana limited liability company By: Brightpoint Inc., its Manager By: /s/ Anthony W. Boor -------------------------------- Name: Anthony W. Boor Title: Executive Vice President, Chief Financial Officer & Treasurer TRIO INDUSTRIES, INC., a Texas corporation By: /s/ Steven E. Fivel ----------------------------------------- Name: Steven E. Fivel Title: Executive Vice President, General Counsel & Secretary WIRELESS FULFILLMENT SERVICES LLC, a California limited liability company By: Brightpoint Inc., its Manager By: /s/ Anthony W. Boor -------------------------------- Name: Anthony W. Boor Title: Executive Vice President, Chief Financial Officer & Treasurer ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., as Administrative Agent By: /s/ William Faidell, Jr. ------------------------------- Name: William Faidell, Jr. Title: Assistant Vice President INCREASING LENDERS: BANK OF AMERICA, N.A. By: /s/ Debra E. DelVecchio ------------------------------- Name: Debra E. DelVecchio Title: Managing Director WELLS FARGO BANK, N.A. By: /s/ James M. Stehlik ------------------------------- Name: James M. Stehlik Title: Vice President CITIBANK, N.A. By: /s/ Ross Levitsky ------------------------------- Name: Ross Levitsky Title: Managing Director and Vice President FIFTH THIRD BANK, INC. By: /s/ David O'Neal ------------------------------- Name: David O'Neal Title: Vice President GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Alison P. Trapp ------------------------------- Name: Alison P. Trapp Title: Duly Authorized Signatory ABN AMRO BANK N.V. By: /s/ Ron Brouwer ------------------------------- Name: Ron Brouwer Title: Group Senior Vice President By: /s/ Stephen Kantor ------------------------------- Name: Stephen Kantor Title: Vice President NATIONAL CITY BANK By: /s/ Michael Callas ------------------------------- Name: Michael Callas Title: V.P. DEUTSCHE BANK AG NEW YORK BRANCH By: /s/ Paul O'Leary ------------------------------- Name: Paul O'Leary Title: Vice President By: /s/ Omayra Laucella ------------------------------- Name: Omayra Laucella Title: Vice President Schedule 2.01 INCREASE IN REVOLVING COMMITMENTS
- ------------------------------------------------------------------------------------------------------------- Revolving Commitment Prior to Revolving Commitment After Giving Lender Giving Effect to this Agreement Effect to this Agreement - ------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------- Bank of America, N.A. $30,000,000 $35,000,000 - ------------------------------------------------------------------------------------------------------------- General Electric Capital Corporation $27,000,000 $30,000,000 - ------------------------------------------------------------------------------------------------------------- Wells Fargo Bank, N.A. $25,000,000 $30,000,000 - ------------------------------------------------------------------------------------------------------------- ABN-AMRO Bank N.V. $17,000,000 $40,000,000 - ------------------------------------------------------------------------------------------------------------- Citibank, N.A. $14,000,000 $25,000,000 - ------------------------------------------------------------------------------------------------------------- Fifth Third Bank, Inc. $14,000,000 $25,000,000 - ------------------------------------------------------------------------------------------------------------- Deutsche Bank AG New York Branch $14,000,000 $25,000,000 - ------------------------------------------------------------------------------------------------------------- National City Bank $14,000,000 $20,000,000 - -------------------------------------------------------------------------------------------------------------