Common use of Letter of Credit Facility Clause in Contracts

Letter of Credit Facility. Upon receipt of duly executed applications therefor, and such other documents, instructions and agreements as such Issuing Lender may reasonably require, and subject to the provisions of Article IV, the Administrative Agent shall, or any other Lender in its sole discretion may, issue letters of credit denominated in Dollars or in any Agreed Currency for the account of Brightpoint or BPI, on terms as are satisfactory to such Issuing Lender; provided, however, that no Letter of Credit will be issued for the account of any Brightpoint or BPI by an Issuing Lender if on the date of issuance, before or after taking such Letter of Credit into account, (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000); and provided, further, that no Letter of Credit shall be issued which has an expiration date more than one year after the date of issuance of such Letter of Credit or an expiration date later than the date which is five (5) Business Days immediately preceding the Termination Date; provided, further, that although such letters of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters of Credit shall be treated as Letters of Credit hereunder. Each Letter of Credit may, upon the request of the applicable Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous month.

Letter of Credit Facility. Upon receipt of duly executed applications therefor, Subject to and such other documents, instructions upon the terms and agreements as such Issuing Lender may reasonably require, and subject to the provisions of Article IVconditions herein set forth, the Administrative Agent shall, or any other Lender in its sole discretion may, Borrower may request and FNB-O on behalf of the Revolving Lenders shall issue letters of credit denominated in Dollars or in any Agreed Currency from time to time for the account of Brightpoint the Borrower or BPI, on terms as are satisfactory to such Issuing Lenderone or more of its Subsidiaries letters of credit (the "Letters of Credit"); provided, however, that FNB-O shall have no Letter of Credit will be issued for the account of any Brightpoint or BPI by an Issuing Lender if on the date of issuance, before or after taking such Letter of Credit into account, (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000); and provided, further, that no Letter of Credit shall be issued which has an expiration date more than one year after the date of issuance of such Letter of Credit or an expiration date later than the date which is five (5) Business Days immediately preceding the Termination Date; provided, further, that although such letters of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters of Credit shall be treated as Letters of Credit hereunder. Each Letter of Credit may, upon the request of the applicable Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized obligation to issue such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to unless at such time the Administrative Agent and each Lender on Borrower meets all the first Business Day of each month a written reportconditions for an Advance under the Base Revolving Credit Facility and, with respect to each outstanding after such issuance, the aggregate Letter of Credit issued by Amount outstanding will not exceed $15,000,000 and the Principal Loan Amount will not exceed the then available Base Revolving Credit Facility and no Potential Event of Default or Event of Default shall have occurred or be continuing, including a default of the Leverage Ratio covenant under Section 4.19, all as more specifically set forth in this Agreement. The Revolving Lenders shall be obligated to fund pro rata according to their respective pro rata percentages shown in Section 2.1 of this Agreement any draws on such Issuing Lender, summarizing whether such Letters of Credit and shall be entitled to share pro rata in the Letter of Credit is a standby or commercial Fees and reimbursement amounts received in connection with such Letters of Credit. The Letter of Credit, the maximum amount Credit Amount outstanding at any time shall operate to reduce amounts available to be drawn thereonunder the Base Revolving Credit Facility by such sum, and shall be deemed to be outstanding for purposes of calculating the beneficiary and the issuance and expiration dates thereofcommitment fee under Section 2.2 (a) of this Agreement. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each No Letter of Credit shall have a maturity date occurring later than the Termination Date of this Agreement; provided, however, FNB-O, upon five days prior written notice to the other Revolving Lenders, may issue one or more Letters of Credit in an aggregate amount not to exceed $1,000,000.00 in Letters of Credit under this Agreement with a maturity occurring after the Termination Date of this Agreement (a "Non-Conforming Letter of Credit"), but no other Revolving Lender shall be obligated to fund any draws on such Non-Conforming Letters of Credit and shall not be entitled to share pro rata in the Letter of Credit Fees and reimbursement amounts received in connection therewith unless such Revolving Lender elects in writing to participate in such Non-Conforming Letters of Credit after receipt of notice from FNB-O. Except as provided in the preceding sentence, any such Non-Conforming Letters of Credit shall in all other respects be deemed a "Letter of Credit" under this Agreement. Any reference in this Agreement (including without limitation Articles VII and VIII) to a "loan" or "loans" made under this Agreement shall include the Letters of Credit, and, for purposes of Article VII, amounts outstanding under the Notes shall be deemed to include amounts available to be drawn and unreimbursed drawings under issued by such Issuing Bank during the previous monthand outstanding Letters of Credit.

Letter of Credit Facility. Upon receipt of duly executed applications therefor, and such other documents, instructions and agreements as such the Issuing Lender may reasonably require, and subject to the provisions of Section 2.1 and Article IV, the Administrative Agent shall, or any other Issuing Lender in its sole discretion may, shall issue letters Revolver Letters of credit Credit denominated in Dollars or in any Agreed Currency for the account of Brightpoint the Borrower (or BPIfor the account of the Borrower and any of its Subsidiaries, provided that the Borrower's obligations hereunder with respect thereto shall be several and not joint), on terms as are satisfactory to such the Issuing Lender; provided, however, that no Revolver Letter of Credit will be issued for the account of any Brightpoint or BPI Borrower by an the Issuing Lender if on the date of issuance, before or after taking such Revolver Letter of Credit into account, (i) the aggregate Dollar Amount of the Revolving Credit Advances and the Revolver L/C Obligations at such time would exceed the Aggregate Revolving Loan Commitments Commitment at such time or (ii) the aggregate outstanding Dollar Amount of the Revolver L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000)5,000,000; and provided, further, that no Revolver Letter of Credit shall be issued which has an expiration date more than one year after the date of issuance of such Letter of Credit or an expiration date later than the date which is five twenty-one (521) Business Days days immediately preceding the Termination Date; provided, further, . The parties hereto acknowledge and agree that although such letters of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters Initial Revolver Letter of Credit shall be treated as Letters deemed to constitute a Revolver Letter of Credit hereunderissued pursuant to this Section 2.19 in which the Revolving Lenders participate pursuant to Section 2.20 and with respect to which fees shall accrue as provided in Section 2.23 beginning as of the Effective Date. Each Revolver Letter of Credit may, upon the request of the applicable Borrower, include a provision whereby such Revolver Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days twenty-one (21) days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Revolver Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, renewed (it being understood and agreed that the applicable Issuing Lender shall request not send such a notice unless (x) an Unmatured Default or Default has occurred and the Administrative Agent shall provide confirmation that the request for is continuing or (y) such renewal would cause such Revolver Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender to expire on a date that it is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish beyond twenty-one (21) days prior to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous monthTermination Date).

Letter of Credit Facility. Upon receipt of duly executed applications thereforSubject to the terms hereof, and such other documents, instructions and agreements as such Issuing Lender may reasonably requirewill, from time to time and subject to for its own account and not on behalf of the provisions of Article IVLenders, the Administrative Agent shall, or any other Lender in its sole discretion mayupon request by Borrower, issue letters one or more Letters of credit denominated in Dollars or in any Agreed Currency Credit for the account of Brightpoint Borrower, provided that (i) the aggregate face amount of such Letters of Credit (including the amount of the requested Letter of Credit but exclusive of the SBID Letter of Credit) does not exceed $500,000, and (ii) each Letter of Credit shall have an expiration date no later than one year from issuance or BPIthe Maturity Date. If the requested Letter of Credit will be an extension of the SBID Letter of Credit, on terms as are such SBID Letter of Credit shall not be in an amount greater than the lesser of (i) $1,105,743.00 or (ii) the Borrowing Base minus the aggregate principal amount of all Revolving Loans. As an additional condition to the issuance of any Letter of Credit, Borrower shall execute and deliver Issuing Lender's customary Letter of Credit application and shall pay to Issuing Lender for its account only a Letter of Credit fee, payable quarterly in advance, beginning with the date of issuance and each January 1, April 1, July 1 and October 1 thereafter, in an amount equal to the greater of (i) $500.00 or (ii) one and one-quarter percent (1.25%) per annum (pro-rated for periods of less than one year) of the unfunded face amount thereof. Such Letter of Credit shall be issued in form satisfactory to Issuing Lender. The amount, if any, from time to time drawn by the beneficiary of a Letter of Credit shall be reimbursed and paid by Borrower to Issuing Lender ON DEMAND, or, at Issuing Lender's option, charged as a Revolving Loan to Borrower pursuant to SECTION 2.1(a), whether or not Borrower would then be entitled to an Advance for such amount pursuant to SECTION 2.1(a); Lenders are authorized to make any such Loan on the request of Issuing Lender; provided, however, that no if such Loan would cause the aggregate amount of the Loans then outstanding (including the Loan to be made with respect to the reimbursement of the Letter of Credit will Credit) to exceed the Borrowing Base, the amount of such Loan equal to such excess shall be issued for made solely by the account Lender who is also the Issuing Lender. The reimbursement obligations and all other obligations of any Brightpoint or BPI by an Borrower to Issuing Lender if on the date of issuance, before or after taking such Letter of Credit into account, (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000); and provided, further, that no Letter with respect to all Letters of Credit shall be issued which has an expiration date more than secured by Liens in the Collateral that rank PARI PASSU with the Liens of the Lenders in the Collateral; accordingly each Dollar realized on the Collateral and the proceeds thereof shall be shared by the Lenders, on the one year after hand, and the date Issuing Lender, on the other hand, in the proportion that the Obligations (determined without inclusion of issuance of such any Letter of Credit Exposure) and the Letter of Credit Exposure bears to one another; provided, however, in determining the Letter of Credit Exposure of the Issuing Lender, all Letter of Credit Exposure, contingent or an expiration date later than the date which is five (5) Business Days immediately preceding the Termination Dateotherwise, shall be included in any calculation; provided, further, that although such letters if the Issuing Lender receives any proceeds of credit were issued prior to the date Collateral on account of this Agreement, effective on the Closing Date all Existing Letters of Credit shall be treated as Letters of Credit hereunder. Each any Letter of Credit maywhich, upon at the request time of receipt of the applicable Borrowerproceeds, include may still be drawn upon and which thereafter expires without being drawn upon, then such proceeds shall be reallocated among the Lenders and the Issuing Lender on the basis of a provision whereby such new determination of Obligations and Letter of Credit Exposure. Prior to such reallocation or the application of such proceeds to unpaid reimbursement obligations of Borrower to Issuing Lender, Issuing Lender shall hold such proceeds in an interest bearing cash collateral account (the "CASH COLLATERAL ACCOUNT") which shall be renewed automatically in the name of and under the sole dominion and control of Issuing Lender for additional consecutive periods the benefit of 12 months or less (but not beyond the date that is five Business Days prior itself and Lenders pursuant to the Termination Date) unless the terms hererof. Borrower agrees to execute and deliver to Issuing Lender notifies the beneficiary thereof at least 30 days prior such documentation with respect to the then-applicable expiry date that Cash Collateral Account as Issuing Lender may request and hereby pledges and grants to Issuing Lender, for the benefit of Issuing Lender and Lenders, a security interest in all such proceeds and funds held in the Cash Collateral Account from time to time and all interest thereon, claims and choses in action in respect thereof, and the proceeds thereof, as additional security for the payment of all amounts due in respect of the Letter of Credit will Exposure, whether or not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Creditthen due, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous monthall other Obligations.

Letter of Credit Facility. Upon receipt of duly executed applications thereforAs a subfacility under the Credit Facility, subject to, and such other documentsupon the terms and conditions contained herein, instructions on and agreements as such Issuing after the Closing Date until the Termination Date, Lender may reasonably require, and subject agrees to the provisions of Article IV, the Administrative Agent shall, issue or any other Lender in its sole discretion may, cause an Affiliate to issue standby letters of credit denominated in Dollars or in any Agreed Currency sight commercial letters of credit for the account of Brightpoint or BPIa Borrower for purposes acceptable to Lender (each a “Letter of Credit” and collectively, on terms as are satisfactory to such Issuing Lender“Letters of Credit”); provided, howeverthat, that no (a) the aggregate Letter of Credit Usage will not at any time exceed $2,000,000 and (b) as of the date of the issuance of any Letter of Credit, and after giving effect thereto, the aggregate amount of the Revolving Loans and the Letter of Credit Usage will not exceed the lesser of the Borrowing Base or the Maximum Credit. The form and substance of each Letter of Credit will be subject to approval by Lxxxxx and each Borrower shall execute and deliver such additional letter of credit agreements, applications and other documents required by Lxxxxx as a condition to the issuance, amendment, extension or renewal of any Letter of Credit. Each Letter of Credit will be issued for the account of any Brightpoint or BPI a term not to exceed 365 days, as designated by an Issuing Lender if on the date of issuance, before or after taking such Letter of Credit into account, (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000)a Borrower; and provided, furtherthat, that no Letter of Credit shall be issued which has will have an expiration date more than one year after the date of issuance of such Letter of Credit or an expiration date later than the date which is five (5) Business Days immediately preceding the Termination Maturity Date; provided, further, that although such letters of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters of Credit shall be treated as Letters of Credit hereunder. Each Letter of Credit maywill be issued under, upon and subject to, the request additional terms and conditions of the applicable Borrowerletter of credit agreements, include applications and any related documents required by Lender. Each drawing paid under a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request deemed a Revolving Loan and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies will be repaid by Borrowers in accordance with the provisions terms and conditions of this Section 2.21. If Agreement applicable to Revolving Loans; provided, that, if Revolving Loans are not available for any reason at the Administrative Agent notifies the applicable Issuing Lender that it time any drawing is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfiedpaid by Lxxxxx, then Borrowers will immediately pay to Lender the full amount drawn, together with interest on such Issuing Lender shall issue amount from the date such Letter drawing is paid to the date such amount is fully repaid by Borrowers, at the rate of Credit as requestedinterest then applicable to Revolving Loans. The applicable Issuing Lender shall give In such event Borrowers agree that Lxxxxx may charge the Administrative Agent and each Lender prompt notice of Loan Account or debit any deposit account maintained by any Loan Party for the issuance amount of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous monthdrawing.

Letter of Credit Facility. Upon receipt the terms and conditions (including, without limitation, the right of duly executed applications therefor, and such other documents, instructions and agreements as such the Issuing Lender may reasonably requireto decline to issue any Letter of Credit so long as any Default or Event of Default exists) and relying on the representations and warranties contained in this Agreement, and subject the Issuing Lender agrees, during the Commitment Period, to issue Letters of Credit following the receipt not less than two (2) Business Days prior to the provisions requested date for issuance of Article IVthe relevant Letter of Credit, of a Letter of Credit Application executed by the Administrative Agent shall, or any other Lender in its sole discretion may, issue letters of credit denominated in Dollars or in any Agreed Currency for the account of Brightpoint or BPI, on terms as are satisfactory to such Issuing LenderBorrower; provided, however, that no Letter of Credit will be issued for the account of any Brightpoint or BPI by an Issuing Lender if on the date of issuance, before or after taking such Letter of Credit into account, (ia) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000); and provided, further, that no Letter of Credit shall be issued which has have an expiration date which is more than one year 60 days after the date of issuance of such thereof or subsequent to the Commitment Termination Date, and (b) the Issuing Lender shall not be obligated to issue any Letter of Credit if (i) the face amount thereof would exceed the Available Commitment, or an expiration date later than the date which is five (5ii) Business Days immediately preceding the Termination Date; provided, further, that although such letters of credit were issued prior after giving effect to the date issuance thereof, (A) the L/C Exposure, when added to the Loan Balance then outstanding, would exceed the Initial Commitment or the Increased Commitment, as the case may be, or (B) the L/C Exposure would exceed the lesser of this Agreement, effective on $15,000,000 or the Closing Date all Existing Letters Available Commitment. (l) (m) Should the Issuing Lender be called upon by the beneficiary of Credit shall be treated as Letters of Credit hereunder. Each any Letter of Credit mayto honor all or any portion of the commitment thereunder, whether upon the request presentation of drafts or otherwise, such payment by the applicable Borrower, include a provision whereby Issuing Lender on account of such Letter of Credit shall be renewed automatically treated, for additional consecutive periods all purposes, as a Floating Rate Loan and an advance against the Notes. (n) (o) The Existing Letter of 12 months or less (but not beyond the date that is five Business Days prior Credit shall be deemed issued under and pursuant to the Termination Date) unless this Agreement by the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not and shall be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month deemed a written report, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter hereunder for all purposes. (p) (q) Use of Loan Proceeds and Letters of Credit is a standby or commercial Letter . Proceeds of Creditall Loans shall be used solely for general corporate purposes including working capital needs, the maximum amount available to be drawn thereon, refinance existing debt and the beneficiary and the issuance and expiration dates thereoffor acquisitions. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter (r) (s) Letters of Credit issued by such Issuing Bank during the previous month.shall be used solely for working capital needs. (t) 1.2

Letter of Credit Facility. (a) Upon receipt the terms and conditions (including the right of duly executed applications thereforthe Lender to decline to issue, and renew or extend any such other documents, instructions and agreements Letter of Credit so long as such Issuing Lender may reasonably require, and subject any condition to the provisions issuance, renewal or extension of Article IVsuch Letter of Credit set forth in Section 3.3 has not been satisfied) and relying on the representations and warranties contained in this Agreement, the Administrative Agent shallLender agrees, or any other Lender in its sole discretion mayfrom the date of this Agreement until the date which is 30 days prior to the Commitment Termination Date, to issue letters Letters of credit denominated in Dollars or in any Agreed Currency Credit under the Facility for the account of Brightpoint the Borrower or BPIany Subsidiary of the Borrower which is a Guarantor and to renew and extend such Letters of Credit. Such Letters of Credit shall be issued, renewed or extended from time to time on any Business Day designated by the Borrower following the receipt in accordance with the terms hereof by the Lender of the written (or oral, confirmed promptly in writing) request by a Responsible Officer of the Borrower therefor and a Letter of Credit Application. Such Letters of Credit shall be issued in such amounts as are satisfactory to such Issuing Lenderthe Borrower may request; provided, however, that no Letter of Credit will be issued for the account of any Brightpoint or BPI by an Issuing Lender if on the date of issuance, before or after taking such Letter of Credit into account, (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000); and provided, further, that no Letter of Credit shall be issued have any expiry date which has an expiration date is more than one year after the date of issuance issuance, renewal or extension thereof, although Letters of Credit with an expiry date of one year after the date of issuance, renewal or extension may provide for automatic one year extensions absent prior written notice of non-extension of the relevant Letter of Credit from the Lender to the beneficiary of such Letter of Credit or at least the required period of time prior to the expiry of such Letter of Credit provided in such Letter of Credit, (ii) notwithstanding the provisions of the immediately preceding clause (i), no such Letter of Credit shall have an expiration date later than the date which is less than five (5) Business Days immediately preceding the Termination Date; provided, further, that although such letters of credit were issued prior to the date of this AgreementCommitment Termination Date, effective on (iii) the Closing Date all Existing Letters of Credit shall be treated as Letters of Credit hereunder. Each Loan Balance plus the L/C Exposure, including that under any then requested Letter of Credit mayto be issued under the Facility, upon shall not exceed at any time the request Revolving Commitment Amount, (iv) the L/C Exposure, including that under any then requested Letter of Credit to be issued under the applicable BorrowerFacility, include a provision whereby shall not exceed at any time the L/C Sublimit and (iii) no such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or issued in an amount less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous monththan $10,000.

Letter of Credit Facility. Upon receipt of duly executed applications therefor, and such other documents, instructions and agreements as such Issuing Lender may reasonably require, and subject SECTION 3.1 L/C COMMITMENT. Subject to the provisions terms and conditions (including without limitation Section 4.4) of Article IVthis Agreement, the Administrative Agent shallIssuing Lender, or any in reliance on the agreements of the other Lender Lenders set forth in its sole discretion maySECTION 3.4(A), agrees to issue standby letters of credit denominated in Dollars or in any Agreed Currency ("LETTERS OF CREDIT") for the account of Brightpoint or BPIthe Borrower on any Business Day from the Closing Date to, on terms but not including, the Termination Date in such form as are satisfactory may be approved from time to such time by the Issuing Lender; provided, howeverPROVIDED, that the Issuing Lender shall have no obligation to issue any Letter of Credit will be issued for the account of any Brightpoint or BPI by an Issuing Lender if on the date of if, after giving effect to such issuance, before or after taking such Letter of Credit into account, (ia) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million would exceed the L/C Commitment or (b) the aggregate principal amount of outstanding Revolving Credit Loans, PLUS the aggregate principal amount of outstanding Swingline Loans, PLUS the aggregate amount of L/C Obligations would exceed the Revolving Credit Commitment less the Liquidity Reserve Amount and 00/100 Dollars ($40,000,000); and provided, further, that no Letter of Credit shall be issued which has an expiration date more than one year after the date of issuance of such Letter of Credit or an expiration date later than the date which is five (5) Business Days immediately preceding the Termination Date; provided, further, that although such letters of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters of Credit shall be treated as Letters of Credit hereunderBlocked Portion. Each Letter of Credit mayshall (i) be denominated in Dollars in a minimum amount of $1,000,000, upon the request (ii) be a standby letter of credit issued to support obligations of the applicable BorrowerBorrower or any of its Subsidiaries, include contingent or otherwise, incurred in the ordinary course of business, (iii) have a provision whereby such term of no more than one year, (iv) expire on a date not later than the Termination Date and that is otherwise satisfactory to the Issuing Lender and (v) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of North Carolina. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months hereunder if such issuance would conflict with, or less (but not beyond the date that is five Business Days prior to the Termination Date) unless cause the Issuing Lender notifies the beneficiary or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to "issue" and derivations thereof at least 30 days prior with respect to the then-applicable expiry date that such Letter Letters of Credit will not be renewed. Prior to issuing shall also include extensions or modifications of any Letter existing Letters of Credit, unless the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous monthcontext otherwise requires.

Letter of Credit Facility. Upon receipt of duly executed applications therefor, and such other documents, instructions and agreements as such Issuing Lender may reasonably require, and subject SECTION 3.1 L/C COMMITMENT. Subject to the provisions of Article IVterms and conditions hereof, the Administrative Agent shallIssuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby or any other Lender in its sole discretion may, issue letters commercial Letters of credit denominated in Dollars or in any Agreed Currency Credit for the account of Brightpoint or BPI, the Borrower on terms any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as are satisfactory may be approved from time to such time by the Issuing Lender; provided, howeverPROVIDED, that the Issuing Lender shall have no obligation to issue any Letter of Credit will be issued for the account of any Brightpoint or BPI by an Issuing Lender if on the date of if, after giving effect to such issuance, before or after taking such Letter of Credit into account, (ia) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars would exceed the L/C Commitment, ($40,000,000); and providedb) the aggregate principal amount of outstanding Revolving Credit Loans, furtherPLUS the aggregate principal amount of outstanding Swingline Loans, that no PLUS the aggregate amount of L/C Obligations would exceed the Revolving Credit Commitment or (c) the Alternative Currency L/C Obligations would exceed the Alternative Currency L/C Commitment. Each Letter of Credit (other than the Existing Letters of Credit) shall (i) be denominated in a Permitted Currency (ii) be in a minimum Dollar amount of $100,000 or in a Dollar amount less than $100,000 if approved in writing by the Administrative Agent in its sole discretion (or the Alternative Currency Amount thereof with respect to Alternative Currency Letters of Credit), (iii) be a standby letter of credit issued to support obligations of the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, incurred in the ordinary course of business or a commercial letter of credit issued to purchase goods in the ordinary course of business, (iv) expire on a date satisfactory to the Issuing Lender, which date shall be issued which has an expiration date more no later than one year the earlier of (A) two (2) years after the date of issuance of such Letter of Credit or an expiration date later than the date which is (B) five (5) Business Days immediately preceding the Termination Date; provided, further, that although such letters of credit were issued prior to the date Revolving Credit Maturity Date and (v) be subject to the Uniform Customs and/or ISP98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of this Agreement, effective on the State of North Carolina. As of the Closing Date all Date, each of the Existing Letters of Credit shall be treated as Letters constitute, for all purposes of Credit hereunder. Each Letter of Credit may, upon the request of the applicable Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request this Agreement and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Creditother Loan Documents, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such and outstanding hereunder. The Issuing Lender, summarizing whether such Lender shall not at any time be obligated to issue any Letter of Credit is a standby hereunder if such issuance would conflict with, or commercial Letter cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous monthcontext otherwise requires.

Letter of Credit Facility. Upon receipt of duly executed applications Borrower's request therefor, and such other documents, instructions and agreements as such Issuing Lender may reasonably require, and subject to the provisions of Article IV, the Administrative Agent shall, or any other Lender in its sole discretion mayfrom time to time so long as no Event of Default has occurred and is continuing as of such date of request, issue letters (i) standby Letters of credit denominated in Dollars or in any Agreed Currency Credit for the account of Brightpoint Borrower in an amount of up to $4,000,000.00, and (ii) commercial Letters of Credit in an amount of up to $2,500,000.00, provided the aggregate amounts available to be drawn under such standby and commercial Letters of Credit (or BPIactually drawn but not yet reimbursed by Borrower), together with the sum of all advances on terms as are satisfactory to account of the Revolving Credit Loan then outstanding, shall not exceed the sum of $12,000,000.00. Each such Issuing Lender; provided, however, that no Letter of Credit will be issued by Lender for the account of any Brightpoint or BPI by Borrower and unreimbursed drafts drawn thereunder shall reduce the amount available to Borrower on account of the Revolving Credit Loan in an Issuing Lender if on amount equal to the date stated amount of issuance, before or after taking such Letter of Credit into account, (i) the Dollar Amount so long as such Letter of the Revolving Credit Obligations at is outstanding or such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000); and provided, further, that no draw unpaid. No Letter of Credit shall be issued by Lender for the account of Borrower which has an expiration date more later than one (1) year after the termination date of the Revolving Credit Loan described in Paragraph 3(B)(5) above. Upon payment by Lender under any Letter of Credit, any amount so paid shall be immediately due and payable by Borrower and Lender shall have the right to effect payment thereof, together with the payment of any standard commissions, fees, expenses and charges, immediately by a charge to Borrower's operating account maintained with Lender. Unless and until such charge to Borrower's operating account is made by Lender, the unreimbursed amount of any drawn Letter of Credit shall be considered an advance on account of the Revolving Credit Loan to satisfy Borrower's reimbursement obligation to Lender which shall bear interest at the default rate prescribed in Paragraph 3G above until paid in full by Borrower. Lender shall charge Borrower its then-prevailing standard commissions and fees for the issuance of such Letters of Credit. In the event that Borrower desires either a standby or a commercial Letter of Credit or an expiration date later than the date which is five (5) Business Days immediately preceding the Termination Date; provided, further, that although such letters of credit were issued prior subject to the date dollar amount limitations set forth above), the documentation thereof shall consist of this Agreement, effective Lender's standard forms therefor and Borrower specifically acknowledges that (i) the reimbursement obligation of Borrower and any commission or fee on the Closing Date all Existing account of such Letters of Credit shall be treated as included in the Obligations; and (ii) the occurrence of an Event of Default hereunder shall constitute a default under the documentation relating to such Letters of Credit hereunder. Each Letter of Credit may, upon the request of the applicable Borrower, include a provision whereby such Letter of Credit and shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior entitle Lender to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, exercise its rights thereunder with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous monthdefault.".

Letter of Credit Facility. Upon receipt of duly executed applications Borrower's request therefor, and such other documents, instructions and agreements as such Issuing Lender may reasonably require, and subject to the provisions of Article IV, the Administrative Agent shall, or any other Lender in its sole discretion mayfrom time to time so long as no Event of Default has occurred and is continuing as of such date of request, issue letters standby Letters of credit denominated in Dollars or in any Agreed Currency Credit and/or commercial Letters of Credit for the account of Brightpoint Borrower in an amount of up to $3,000,000.00, provided the aggregate amounts available to be drawn under such standby and commercial Letters of Credit (or BPIactually drawn but not yet reimbursed by Borrower), together with the sum of all advances on terms as are satisfactory to account of the Revolving Credit Loan then outstanding, shall not exceed the sum of $3,000,000.00. Each such Issuing Lender; provided, however, that no Letter of Credit will be issued by Lender for the account of any Brightpoint or BPI by Borrower and unreimbursed drafts drawn thereunder shall reduce the amount available to Borrower on account of the Revolving Credit Loan in an Issuing Lender if on amount equal to the date stated amount of issuance, before or after taking such Letter of Credit into account, (i) the Dollar Amount so long as such Letter of the Revolving Credit Obligations at is outstanding or such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000); and provided, further, that no draw unpaid. No Letter of Credit shall be issued by Lender for the account of Borrower which has an expiration date more later than one (1) year after the termination date of the Revolving Credit Loan described in Paragraph 3(B)(5) above. Upon payment by Lender under any Letter of Credit, any amount so paid shall be immediately due and payable by Borrower and Lender shall have the right to effect payment thereof, together with the payment of any standard commissions, fees, expenses and charges, immediately by a charge to Borrower's operating account maintained with Lender. Unless and until such charge to Borrower's operating account is made by Lender, the unreimbursed amount of any drawn Letter of Credit shall be considered an advance on account of the Revolving Credit Loan to satisfy Borrower's reimbursement obligation to Lender which shall bear interest at the LIBOR Rate until paid in full by Borrower. Lender shall charge Borrower its then-prevailing standard commissions and fees for the issuance of such Letters of Credit. In the event that Borrower desires either a standby or a commercial Letter of Credit or an expiration date later than the date which is five (5) Business Days immediately preceding the Termination Date; provided, further, that although such letters of credit were issued prior subject to the date dollar amount limitations set forth above), the documentation thereof shall consist of this Agreement, effective Lender's standard forms therefor and Borrower specifically acknowledges that (i) the reimbursement obligation of Borrower and any commission or fee on the Closing Date all Existing account of such Letters of Credit shall be treated as included in the Obligations; and (ii) the occurrence of an Event of Default hereunder shall constitute a default under the documentation relating to such Letters of Credit hereunder. Each Letter of Credit may, upon the request of the applicable Borrower, include a provision whereby such Letter of Credit and shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior entitle Lender to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, exercise its rights thereunder with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous monthdefault.".

Letter of Credit Facility. Upon receipt As may be requested from time to time by Borrower hereunder and subject to the terms and conditions hereof, Administrative Agent, shall either cause to be issued or the Letter of duly Credit Issuer will issue standby letters of credit and commercial (documentary) letters of credit for the account of Borrower from time to time from the Effective Date to the date notice of termination of the Aggregate Revolving Loan Facility is effective or termination of the Letter of Credit Facility is effective, but only if the Letter of Credit Exposure will not as a result of such issuance exceed the lesser of (i) Five Million Dollars ($5,000,000) and (ii) an amount equal to the difference between (a) the lesser of the Aggregate Revolving Loan Facility and the Borrowing Base, and (b) the sum of (I) the Aggregate Revolving Loan, (II) the Swingline Loan, (III) the Floorplan Shortfall, and (IV) the amount of the Other Creditor Indebtedness (unless an Intercreditor Agreement has been executed applications thereforbetween Administrative Agent and the holder of such Other Intercreditor Indebtedness). The Existing Letters of Credit are deemed to be Letters of Credit and deemed to be issued under the Letter of Credit Facility. Immediately upon the issuance of a Letter of Credit in accordance with the terms and conditions hereof, Administrative Agent or Letter of Credit Issuer, as the case may be, shall be deemed to have sold and transferred to each other Lender, and such other documentsLender shall be deemed to have purchased and received from Administrative Agent or Letter of Credit Issuer, instructions as the case may be, a pro rata undivided interest and agreements as participation in such Issuing Lender may reasonably requireLetter of Credit, the reimbursement obligation of Borrower with respect thereto, and subject any guaranty thereof or collateral therefor. Each Lender's (including the Letter of Credit Issuer's) pro-rata undivided interest shall be the same as its pro-rata share of the Aggregate Revolving Loan Facility. Subject to the provisions of Article IVterms and conditions below, the Administrative Agent shallexpiration date of any Letter of Credit will not be later than the earlier of (i) the first anniversary of the date of issuance, and (ii) a Business Day that is not later than the date which is 25 days prior to the earliest to occur of the Termination Date, the date of termination of the Aggregate Revolving Loan Facility or the date of termination of the Letter of Credit Facility if any other Lender in its sole discretion may, issue letters such notice of credit denominated in Dollars or in any Agreed Currency for the account of Brightpoint or BPI, on terms as are satisfactory to such Issuing Lendertermination has been previously given; provided, however, that no the expiration date for a Letter of Credit will may be issued for the account of any Brightpoint or BPI by an Issuing Lender later than such date if on the date of issuance, before or after taking such Letter of Credit into accountIssuer (if applicable) and Administrative Agent each consent to such issuance and Borrower provides to Administrative Agent or the Letter of Credit Issuer at the time of issuance cash collateral satisfactory to Letter of Credit Issuer and Administrative Agent as security for Borrower's obligation to reimburse Administrative Agent or the Letter of Credit Issuer, as the case may be, for 105% of all draws and expenses thereunder (i) the Dollar Amount "Cash Collateral"). The Cash Collateral is a part of the Revolving Collateral. Borrower also agrees that if a Letter of Credit Obligations at such time would exceed has been issued and the Aggregate Revolving Loan Commitments at such time Facility is subsequently terminated or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000); and provided, further, that no Letter of Credit shall be issued which has an expiration date more than one year after Facility is subsequently terminated or a Termination Date will occur so that the date of issuance expiry of such Letter of Credit(s) is beyond the effective date of the termination of the Aggregate Revolving Loan Facility or beyond the effective date of termination of the Letter of Credit Facility or an expiration date later than the date which is five (5) Business Days immediately preceding beyond the Termination Date; provided, furtherwhichever is earliest, that although such letters of credit were issued prior to the date of this Agreementthen Borrower shall, effective on the Closing Date all Existing Letters of Credit shall be treated as Letters of Credit hereunder. Each Letter of Credit may, upon the request of the applicable Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is before five Business Days prior to the effective date of such termination or the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such , whichever is earlier, provide Administrative Agent or Letter of Credit will not be renewedIssuer, as the case may be, with Cash Collateral. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request Administrative Agent and the Lenders shall be entitled to make one or more Revolving Loans to provide Cash Collateral if Borrower does not timely provide Cash Collateral and all such Revolving Loans shall be a part of the Loan Obligations secured by the Collateral. Administrative Agent shall provide confirmation that or the request for such Letter of Credit complies with Issuer, as the provisions case may be, shall hold Cash Collateral for the benefit of this Section 2.21. If the Lenders and Administrative Agent notifies as security for the applicable Issuing Lender that it is authorized to issue such Letter Letters of Credit, Credit and the conditions described other Loan Obligations in Article IV have been satisfied, then such Issuing Lender shall issue such an account in its respective name at the Letter of Credit Issuer or such other financial institution as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous monthmay select in its reasonable discretion.

Letter of Credit Facility. Upon receipt of duly executed applications therefor, and such other documents, instructions and agreements as such Issuing Lender may reasonably require, and subject SECTION 3.1 L/C COMMITMENT. Subject to the provisions of Article IVterms and conditions hereof, the Administrative Agent shallIssuing Lender, or any in reliance on the agreements of the other Lender Lenders set forth in its sole discretion maySection 3.4(a), agrees to issue letters standby Letters of credit denominated in Dollars or in any Agreed Currency Credit for the account of Brightpoint or BPI, the Borrower on terms any Business Day from the Closing Date through but not including the Revolving Credit Maturity Date in such form as are satisfactory may be approved from time to such time by the Issuing Lender; provided, howeverPROVIDED, that the Issuing Lender shall have no obligation to issue any Letter of Credit will be issued for the account of any Brightpoint or BPI by an Issuing Lender if on the date of if, after giving effect to such issuance, before or after taking such Letter of Credit into account, (ia) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars would exceed the L/C Commitment or ($40,000,000); and providedb) the aggregate principal amount of outstanding Revolving Credit Loans, furtherPLUS the aggregate principal amount of outstanding Swingline Loans, that no Letter PLUS the aggregate amount of Credit shall be issued which has an expiration date more than one year after L/C Obligations would exceed the date of issuance of such Letter of Credit or an expiration date later than the date which is five (5) Business Days immediately preceding the Termination Date; provided, further, that although such letters of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters of Credit shall be treated as Letters of Credit hereunderthen applicable Borrowing Limit. Each Letter of Credit mayshall (i) be denominated in Dollars in a minimum amount of $100,000 (other than the Existing Foreign Currency Letters of Credit), upon the request (ii) be a standby letter of credit issued to support obligations of the applicable BorrowerBorrower or any of its Restricted Subsidiaries, include contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a provision whereby such Letter of Credit date satisfactory to the Issuing Lender, which date shall be renewed automatically for additional consecutive periods of 12 months or less no later than ninety (but not beyond the date that is five 90) Business Days prior to the Termination DateRevolving Credit Maturity Date and (iv) unless be subject to the Uniform Customs and/or ISP98, as set forth in the Application or as determined by the Issuing Lender notifies the beneficiary thereof at least 30 days prior and, to the then-applicable expiry date that such extent not inconsistent therewith, the laws of the State of North Carolina. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit will not be renewedhereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. Prior References herein to issuing "issue" and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any Letter existing Letters of Credit, unless the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous monthcontext otherwise requires.

Letter of Credit Facility. Upon receipt of duly executed applications thereforSubject to the terms and conditions hereof, and such other documents, instructions and agreements as such the Issuing Lender may reasonably require, and subject agrees to the provisions issue one or more standby Letters of Article IV, the Administrative Agent shall, or any other Lender in its sole discretion may, issue Credit (including direct pay standby letters of credit denominated in Dollars or in any Agreed Currency credit) for the account of Brightpoint or BPIBorrower on any Business Day from the Closing Date through, on terms but not including, the Revolving Facility Maturity Date in such form as are satisfactory may be approved from time to such time by the Issuing Lender; provided, however, that the Issuing Lender shall have no obligation to and shall not issue any Letter of Credit will be issued for the account of any Brightpoint or BPI by an Issuing Lender if on the date of if, after giving effect to such issuance, before or after taking such (a) the sum of all issued, undrawn and unexpired Letters of Credit plus the Letter of Credit into accountObligations would exceed Three Million Five Hundred Thousand Dollars ($3,500,000), or (b) the outstanding Aggregate Revolving Facility Obligations would exceed the Facility Cap. The Letters of Credit shall (i) be issued to support obligations of Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the Dollar Amount ordinary course of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or business, (ii) expire on a date satisfactory to the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000); and providedIssuing Lender, further, that no Letter of Credit which date shall be issued which has an expiration date more no later than the earlier of (A) one (1) year after from the date of issuance of such the Letter of Credit or an expiration date later than the date which is five (5) Business Days immediately preceding the Termination Date; provided, further, that although such letters subject to automatic renewal of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters of Credit shall be treated as Letters of Credit hereunder. Each Letter of Credit may, upon the request of the applicable Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such the Issuing Lender, summarizing whether at the sole and absolute NYACTIVE-22184855.5 option of the Issuing Lender, so long as such renewal periods terminate no later than the fifth (5th) Business Day prior to the Revolving Facility Maturity Date) and (B) the fifth (5th) Business Day prior to the Revolving Facility Maturity Date; provided, that a Letter of Credit is a standby or commercial Letter may expire up to (but not later than) one (I) year beyond the Revolving Facility Maturity Date so long as Borrower cash collateralizes one hundred five-percent (105%) of Credit, the maximum face amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each issued, undrawn and unexpired Letter of Credit issued by such Issuing Bank during the previous month.no later than thirty

Letter of Credit Facility. Upon receipt of duly executed applications therefor, and such other documents, instructions and agreements as such Issuing Lender may reasonably require, and subject to the provisions of Article IV, the Administrative Agent shall, or any other Lender in its sole discretion may, issue letters of credit denominated in Dollars or in any Agreed Currency for the account of Brightpoint or BPI, on terms as are satisfactory to such Issuing Lender; provided, however, that no Facility Letter of Credit will be issued for the account of any Brightpoint or BPI by an Issuing Lender if on the date of issuance, before or after taking such Facility Letter of Credit into account, (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000); and provided, further, that no Facility Letter of Credit shall be issued which has an expiration date more than one year after the date of issuance of such Facility Letter of Credit or an expiration date later than the date which is five (5) Business Days immediately preceding the Termination Date; provided, further, that although such letters of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters of Credit shall be treated as Facility Letters of Credit hereunder. Each Facility Letter of Credit may, upon the request of the applicable Borrower, include a provision whereby such Facility Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Facility Letter of Credit will not be renewed. Prior to issuing any Facility Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Facility Letter of Credit complies with the provisions of this Section 2.212.20. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Facility Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Facility Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Facility Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Facility Letter of Credit issued by such Issuing Lender, summarizing whether such Facility Letter of Credit is a standby or commercial Facility Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Facility Letter of Credit issued by such Issuing Bank during the previous month.

Letter of Credit Facility. Upon receipt The Borrower may request, by the submission of duly executed applications thereforan Application Form, that the Issuer issue Standby Letters of Credit, for its own account or for the account of any designee of the Borrower acceptable to the Issuer (the Borrower or such designee, as applicable, the “Applicant”; provided that, for the avoidance of doubt, the Borrower shall remain primarily liable to the Issuer hereunder for payment and reimbursement of all Obligations payable in respect of any Standby Letter of Credit issued hereunder) during the period commencing on the date hereof and expiring on the earlier to occur of (x) May [__], 2019, (y) the termination or satisfaction of the commitments or obligations under the Revolving Credit Agreement and (z) in the event the Issuer delivers to the Borrower a written notice of termination of the Issuer’s obligations hereunder, the termination date specified in such other documentswritten notice; provided that, instructions unless an Event of Default shall have occurred and agreements as be continuing, such Issuing Lender may reasonably require, termination date shall be not less than sixty (60) days after the delivery of such written notice. The Issuer agrees to issue Standby Letters of Credit prior to the date of termination of the Issuer’s obligations hereunder in accordance with and subject to the provisions terms and conditions hereof, including the satisfaction of Article IV, each of the Administrative Agent shall, conditions set forth in Section 3 with respect to each requested issuance of a Standby Letter of Credit. No Standby Letter of Credit may have an expiration date (including expiration under any automatic renewal of any Standby Letter of Credit unless such automatic renewal is subject to cancellation by the Issuer upon not more than 60 days’ (or any other Lender such longer period as Issuer may agree in its sole discretion maydiscretion) notice to the Beneficiary of such Standby Letter of Credit) that is on or after May [__], issue letters 2019. The aggregate face amount of credit denominated Standby Letters of Credit issued hereunder (whether or not drawn) shall not exceed $5,000,000 at any time outstanding (the “Maximum Facility Amount”). Each Standby Letter of Credit shall be governed by the terms of this Agreement and the other Facility Documents and shall only be issued and payable in Dollars or in any Agreed Currency for the account of Brightpoint or BPI, on terms as are satisfactory to such Issuing Lender; provided, however, that no Dollars. Each Standby Letter of Credit will be issued for the account of any Brightpoint or BPI by an Issuing Lender if on the date of issuance, before or after taking such Letter of Credit into account, (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000); and provided, further, that no Letter of Credit shall be issued which has an expiration date more than one year after the date of issuance of such Letter of Credit or an expiration date later than the date which is five (5) Business Days immediately preceding the Termination Date; provided, further, that although such letters of credit were issued prior in a form reasonably acceptable to the date of this Agreement, effective on the Closing Date all Existing Letters of Credit shall be treated as Letters of Credit hereunder. Each Letter of Credit may, upon the request of the applicable Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous monthIssuer.

Letter of Credit Facility. Upon receipt Subject to the provisions of duly executed applications therefor, and such other documents, instructions and agreements as such Issuing Lender may reasonably require, Section 3 hereof and subject to the other provisions and conditions of Article IVthis Agreement, the Administrative Agent shall, or any other Lender may in its sole discretion may, issue letters of credit denominated in Dollars or in any Agreed Currency for the account of Brightpoint or BPI, on terms as are satisfactory to such Issuing Lender; provided, however, that no Letter of Credit will be issued at Borrower Representative’s request and for the account of any Brightpoint Borrower, cause the LC Issuer to issue one or BPI by an Issuing Lender if on more Letters of Credit, provided that the date aggregate outstanding amount of issuance, before or after taking such Letter LC Obligations shall not at any time exceed $3,000,000 (the "LC Facility") and the sum of Credit into account, the aggregate outstanding amount of LC Obligations and the aggregate principal amount of the Revolving Loans shall not at any time exceed the lesser of (i) the Dollar Amount of the Maximum Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or Facility and (ii) the aggregate outstanding Dollar Amount Borrowing Base. The LC Facility is a sublimit of the L/C Obligations exceeds Forty Million Maximum Revolving Facility. The Letters of Credit shall be of a tenor and 00/100 Dollars ($40,000,000); in form and providedsubstance, furtherand shall contain terms and conditions, that satisfactory to Agent and the LC Issuer. Borrowers shall, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made by Agent and/or Lenders or any of their respective Affiliates to the LC Issuer or to any other Person with respect to any Letter of Credit and for any other reasonable out-of-pocket costs, fees and expenses incurred by Agent in connection with the application for, issuance of or amendment to any Letter of Credit, and until Agent and/or Lenders shall be so reimbursed by Borrowers, such payments by Agent and/or any Lender or any of their respective Affiliates shall be deemed to be part of the Revolving Loan. In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 3 hereof, no Letter of Credit shall be issued which has an expiration date more than one year after available unless as of the date of issuance issuance, no order of any court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer of such Letter of Credit or an expiration date later than refrain from, the date which is five (5) Business Days immediately preceding the Termination Date; provided, further, that although such issuance of letters of credit were issued prior to generally or the date issuance of this Agreement, effective on the Closing Date all Existing such Letters of Credit shall be treated as Letters of Credit hereunderCredit. Each Letter of Credit mayAny rights, upon the request of the applicable Borrowerremedies, include a provision whereby such Letter of Credit shall be renewed automatically duties or obligations granted or undertaken by Borrowers to any issuer or correspondent in any application for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter or any other agreement in favor of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized any issuer or correspondent relating to issue such any Letter of Credit, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Credit. No Letter of Credit as requestedshall have an expiration date after the Termination Date and the term of any Letter of Credit shall not exceed 360 days from the date of issuance, subject to any discretionary extensions agreed to by the LC Issuer thereof at least thirty days before the expiration thereof. The applicable Issuing All Letters of Credit (including the issuance thereof) shall be subject to the limitations and conditions set forth in Section 2.18. Immediately upon the issuance of a Letter of Credit in accordance with this Agreement, each Lender shall give be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein to the Administrative extent of such Lender's Pro Rata Share (including, without limitation, all obligations of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender prompt notice of the issuance of against any such and all liability and expense it may incur in connection with any Letter of Credit by it. Each Issuing Lender shall furnish (except to the Administrative extent such liability of Agent and each or any Lender on the first Business Day is found in a final non-appealable judgment by a court of each month a written report, with respect competent jurisdiction to each outstanding Letter of Credit issued by have resulted from Agent's or such Issuing Lender, summarizing whether such Letter of Credit is a standby 's gross negligence or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous monthwillful misconduct).

Letter of Credit Facility. Upon receipt of duly executed applications therefor, and such other documents, instructions and agreements as such Issuing Lender may reasonably require, and subject SECTION 3.1 L/C COMMITMENT. Subject to the provisions terms and conditions (including without limitation SECTION 4.4) of Article IVthis Agreement, the Administrative Agent shallIssuing Lender, or any in reliance on the agreements of the other Lender Lenders set forth in its sole discretion maySECTION 3.4(a), agrees to issue standby letters of credit denominated in Dollars or in any Agreed Currency ("LETTERS OF CREDIT") for the account of Brightpoint or BPIthe Borrower on any Business Day from the Closing Date to, on terms but not including, the Termination Date in such form as are satisfactory may be approved from time to such time by the Issuing Lender; provided, howeverPROVIDED, that the Issuing Lender shall have no obligation to issue any Letter of Credit will be issued for the account of any Brightpoint or BPI by an Issuing Lender if on the date of if, after giving effect to such issuance, before or after taking such Letter of Credit into account, (ia) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million would exceed the L/C Commitment or (b) the aggregate principal amount of outstanding Revolving Credit Loans, PLUS the aggregate principal amount of outstanding Swingline Loans, PLUS the aggregate amount of L/C Obligations would exceed the Revolving Credit Commitment LESS the Liquidity Reserve Amount and 00/100 Dollars ($40,000,000); and provided, further, that no Letter of Credit shall be issued which has an expiration date more than one year after the date of issuance of such Letter of Credit or an expiration date later than the date which is five (5) Business Days immediately preceding the Termination Date; provided, further, that although such letters of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters of Credit shall be treated as Letters of Credit hereunderBlocked Portion. Each Letter of Credit mayshall (i) be denominated in Dollars in a minimum amount of $1,000,000, upon the request (ii) be a standby letter of credit issued to support obligations of the applicable BorrowerBorrower or any of its Subsidiaries, include contingent or otherwise, incurred in the ordinary course of business, (iii) have a provision whereby such term of no more than one year, (iv) expire on a date not later than the Termination Date and that is otherwise satisfactory to the Issuing Lender and (v) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months hereunder if such issuance would conflict with, or less (but not beyond the date that is five Business Days prior to the Termination Date) unless cause the Issuing Lender notifies the beneficiary or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to "issue" and derivations thereof at least 30 days prior with respect to the then-applicable expiry date that such Letter Letters of Credit will not be renewed. Prior to issuing shall also include extensions or modifications of any Letter existing Letters of Credit, unless the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous monthcontext otherwise requires.

Letter of Credit Facility. Upon receipt of duly executed applications therefor, and such other documents, instructions and agreements as such Issuing Lender may reasonably require, and subject SECTION 3.1 L/C Commitment. Subject to the provisions terms and conditions (including without limitation Section 4.4) of Article IVthis Agreement, the Administrative Agent shallIssuing Lender, or any in reliance on the agreements of the other Lender Revolving Credit Lenders set forth in its sole discretion maySection 3.5, agrees to issue standby letters of credit denominated in Dollars or in any Agreed Currency ("Letters of Credit") for the account of Brightpoint or BPI, the Borrower on terms as are satisfactory any Business Day from the Closing Date to such Issuing Lender; provided, however, that no Letter of Credit will be issued for the account of any Brightpoint or BPI by an Issuing Lender if on the date of issuance, before or after taking such Letter of Credit into account, (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000); and provided, further, that no Letter of Credit shall be issued which has an expiration date more than one year after the date of issuance of such Letter of Credit or an expiration date later than the date which is five (5) Business Days immediately preceding prior to the Revolving Credit Termination DateDate in such form as may be approved from time to time by the Issuing Lender; provided, further, that although such letters of credit were issued prior the Issuing Lender shall have no obligation to the date of this Agreement, effective on the Closing Date all Existing Letters issue any Letter of Credit shall be treated as Letters if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Commitment or (b) the aggregate principal amount of outstanding Revolving Credit hereunderLoans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the Revolving Credit Commitment less the Blocked Portion. Each Letter of Credit mayshall (i) be denominated in Dollars in a minimum amount of $1,000,000 (other than any Existing Letter of Credit), upon the request (ii) be a standby letter of credit issued to support obligations of the applicable BorrowerBorrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) have a term of no more than one (1) year (subject to automatic renewal for additional one (1) year periods under terms and conditions satisfactory to the Issuing Lender and the Administrative Agent), (iv) expire on a date not later than the fifth (5th) Business Day prior to the Revolving Credit Termination Date and (v) be subject to the Uniform Customs and/or ISP98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Credit shall also include a provision whereby such extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. Each Existing Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior deemed to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial Letter of Credit, and outstanding under this Agreement on and after the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous monthSecond Amendment Effective Date.

Letter of Credit Facility. Upon receipt of duly executed applications therefor, and such other documents, instructions and agreements as such Issuing Lender may reasonably require, and subject 4.1 L/C COMMITMENT. Subject to the provisions of Article IVterms and conditions hereof, the Administrative Agent shall-------------- Issuing Lender, or any in reliance on the agreements of the other Lender Lenders set forth in its sole discretion maySection 4.4(a), agrees to issue letters of credit denominated in Dollars or in any Agreed Currency (the "Letters of Credit") for the account of Brightpoint the Company or BPI, the Company and one or more Subsidiaries on terms any Business Day from the date hereof to but excluding the Commitment Termination Date in such form as are satisfactory may be approved from time to such time by the Issuing Lender; provided, however, provided that the Issuing Lender shall have no obligation to issue any Letter of Credit will be issued for the account of any Brightpoint or BPI by an Issuing Lender if on the date of if, after giving effect to such issuance, before or after taking such Letter of Credit into account, (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million would exceed the lesser of (i) the Aggregate Commitment less the sum of all outstanding Revolving Credit Loans and 00/100 Dollars all outstanding Swingline Loans and ($40,000,000); and provided, further, that no Letter of Credit shall be issued which has an expiration date more than one year after ii) the date of issuance of such Letter of Credit or an expiration date later than L/C Commitment less the date which is five (5) Business Days immediately preceding the Termination Date; provided, further, that although such letters of credit were issued prior L/C Obligations attributable to the date of this Agreement, effective on the Closing Date all Existing NationsBank Letters of Credit shall be treated as Letters of Credit hereunderCredit. Each Letter of Credit mayshall (i) be denominated in United States Dollars in a minimum amount of $50,000, upon (ii) be a standby letter of credit issued to support the request Contingency Amount or obligations of the applicable BorrowerCompany or the Company and one or more of its Subsidiaries, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months contingent or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written reportotherwise, with respect to each outstanding environmental and insurance matters and other corporate purposes incurred in the ordinary course of business, (iii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the Commitment Termination Date and (iv) be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the Commonwealth of Virginia. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit issued by hereunder if such issuance would conflict with, or cause the Issuing LenderLender or any L/C Participant to exceed any limits imposed by, summarizing whether such Letter any applicable law. References herein to "issue" and derivations thereof with respect to Letters of Credit is a standby shall also include extensions or commercial Letter modifications of any existing Letters of Credit, unless the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous monthcontext otherwise requires.

Letter of Credit Facility. Upon receipt of duly executed applications therefor, and such other documents, instructions and agreements as such Issuing Lender may reasonably require, and subject to the provisions of Article IV, the Administrative Agent shall, or any other Lender in its sole discretion may, issue letters of credit denominated in Dollars or in any Agreed Currency for the account of Brightpoint or BPI, on terms as are satisfactory to such Issuing Lender; provided, however, that no Facility Letter of Credit will be issued for the account of any Brightpoint or BPI by an Issuing Lender if on the date of issuance, before or after taking such Facility Letter of Credit into account, (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Thirty Million and 00/100 Dollars ($40,000,00030,000,000); and provided, further, that no Facility Letter of Credit shall be issued which has an expiration date more than one year after the date of issuance of such Facility Letter of Credit or an expiration date later than the date which is five (5) Business Days immediately preceding the Termination Date; provided, further, that although such letters of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters of Credit shall be treated as Facility Letters of Credit hereunder. Each Facility Letter of Credit may, upon the request of the applicable Borrower, include a provision whereby such Facility Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Facility Letter of Credit will not be renewed. Prior to issuing any Facility Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Facility Letter of Credit complies with the provisions of this Section 2.212.20. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Facility Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous month.have

Letter of Credit Facility. Upon receipt of duly executed applications therefor, and such other documents, instructions and agreements as such Issuing Lender may reasonably require, and subject SECTION 3.1 L/C Commitment. Subject to the provisions of Article IVterms and conditions hereof, the Administrative Agent shallIssuing Lender, or any in reliance on the agreements of the other Lender Lenders set forth in its sole discretion maySection 3.4(a), agrees to issue letters Letters of credit denominated in Dollars or in any Agreed Currency Credit for the account of Brightpoint or BPI, the US Borrower on terms any Business Day from the Closing Date through but not including the Maturity Date in such form as are satisfactory may be approved from time to such time by the Issuing Lender; provided, however, that the Issuing Lender shall have no obligation to issue any Letter of Credit will be issued for the account of any Brightpoint or BPI by an Issuing Lender if on the date of if, after giving effect to such issuance, before or after taking such Letter based upon the Dollar Amount of Credit into accountall outstanding Loans and L/C Obligations, the aggregate amount of all outstanding L/C Obligations would exceed the lesser of (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time L/C Commitment or (ii) the Aggregate Commitment less the aggregate principal amount of all outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000); and provided, further, that no Loans. Each Letter of Credit (other than the Existing Letters of Credit) shall (i) be denominated in Dollars in a minimum amount of $30,000 or a lesser amount acceptable to the Issuing Lender, (ii) be a standby letter of credit issued which has an expiration to support obligations of the US Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date more than one year after the date of issuance of such Letter of Credit or an expiration date no later than the date which is earlier of (A) five (5) Business Days immediately preceding the Termination Date; provided, further, that although such letters of credit were issued prior to the Maturity Date and (B) one year after its date of this Agreementissuance, effective on and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of North Carolina. As of the Closing Date all Date, each of the Existing Letters of Credit shall be treated as Letters constitute, for all purposes of Credit hereunder. Each Letter of Credit may, upon the request of the applicable Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request this Agreement and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Creditother Loan Documents, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such and outstanding hereunder. The Issuing Lender, summarizing whether such Lender shall not at any time be obligated to issue any Letter of Credit is a standby hereunder if such issuance would conflict with, or commercial Letter cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous monthcontext otherwise requires.

Letter of Credit Facility. Upon receipt of duly executed applications therefor, and such other documents, instructions and agreements as such Issuing Lender may reasonably require, and subject to the provisions of Article IV, the Administrative Agent shall, or any other Lender in its sole discretion may, issue letters of credit denominated in Dollars or in any Agreed Currency dollars for the account of Brightpoint or BPIthe applicable Borrower, on terms as are satisfactory to such the Issuing Lender; provided, however, that no Letter of Credit will be issued for the account of any Brightpoint or BPI Borrower by an Issuing Lender if on the date of issuance, before or after taking such Letter of Credit into account, (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Maximum Revolving Loan Commitments Credit Amount at such time or (ii) the aggregate outstanding Dollar Amount amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000)10,000,000; and provided, further, that no Letter of Credit shall be issued which has an expiration date more than one year after the date of issuance of such Letter of Credit or an expiration date later than the date which is five (5) Business Days immediately preceding the Termination Date; provided, further, . Each Issuing Lender that although such letters is not the Administrative Agent will notify the Administrative Agent of credit were issued any request for issuance of a Letter of Credit prior to the date issuance of this Agreement, effective on the Closing Date all Existing Letters such Letter of Credit shall be treated as Letters of Credit hereunderCredit. Each Letter of Credit may, upon the request of the applicable Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter That certain letter of Creditcredit No. 536224 issued by Comerica Bank for the account of Valley Industries, the applicable Issuing Lender Inc. shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit be treated as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by hereunder for all purposes from and after the Effective Date, including, without limitation, Section 2.25; Valley hereby assumes the reimbursement obligation with respect to such Issuing Lender, summarizing whether such Letter letter of Credit is a standby or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous monthcredit.

Letter of Credit Facility. Upon receipt of duly executed applications thereforSubject to, and such other documents, instructions upon the terms and agreements as such Issuing Lender may reasonably requireconditions, and subject in reliance upon the representations and warranties of Intermet set forth in this Agreement, each of the Domestic Lenders hereby establishes its Letter of Credit Commitment in favor of Intermet whereby the Domestic Lenders agree to purchase participation interests in an amount not to exceed such Domestic Lender's Letter of Credit Commitment in Workers Compensation Letters of Credit issued by the Agent on behalf of Intermet pursuant hereto. Intermet may request, in accordance with the provisions of Article IVthis Section 4.01 and Section 4.02 and the other terms of this Agreement, that on and after the Closing Date but prior to the Final Maturity Date, the Administrative Agent shall, issue a Workers Compensation Letter or any other Lender in its sole discretion may, issue letters Letters of credit denominated in Dollars or in any Agreed Currency Credit for the account of Brightpoint Intermet in support of certain contingent obligations of Intermet or BPI, on terms as are satisfactory its Subsidiaries relating to worker's compensation insurance; provided that the application for such Issuing Lender; provided, however, that no Letter Workers Compensation Letters of Credit will issued by the Agent shall be issued for in the account of any Brightpoint or BPI by an Issuing Lender if on the date of issuanceform substantially identical to Exhibit D attached hereto, before or after taking such Letter of Credit into account, provided further that (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000); and provided, further, that no Workers Compensation Letter of Credit shall be issued which has have an expiration date more that is later than one year after the date of issuance of such thereof (provided that a Workers Compensation Letter of Credit or an expiration date later than the date which is five (5) Business Days immediately preceding the Termination Date; provided, further, that although such letters of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters of Credit shall be treated as Letters of Credit hereunder. Each Letter of Credit may, upon the request of the applicable Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall may provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and the conditions described extendible for consecutive one year periods); (ii) in Article IV have been satisfied, then such Issuing Lender no event shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Workers Compensation Letter of Credit issued by such Issuing Lender, summarizing whether such Letter the Agent have an expiration date (or be extended so that it will expire) later than the Final Maturity Date; (iii) no more than eight (8) Workers Compensation Letters of Credit is a standby or commercial issued by the Agent shall be outstanding hereunder at any one time; and (iv) Intermet shall not request that the Agent issue any Workers Compensation Letter of Credit, if, after giving effect to such issuance, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each aggregate Workers Compensation Letter of Credit issued by such Issuing Bank during Obligations would exceed the previous monthLetter of Credit Facility.

Letter of Credit Facility. Upon receipt of duly executed applications therefor, Subject to and such other documents, instructions upon the terms and agreements as such Issuing Lender may reasonably require, and subject to the provisions of Article IVconditions herein set forth, the Administrative Agent shall, or any other Lender in its sole discretion may, Borrower may request and FNB-O on behalf of the Revolving Lenders shall issue letters of credit denominated in Dollars or in any Agreed Currency from time to time for the account of Brightpoint the Borrower or BPI, on terms as are satisfactory to such Issuing Lenderone or more of its Subsidiaries letters of credit (the "Letters of Credit"); provided, however, that FNB-O shall have no Letter of Credit will be issued for the account of any Brightpoint or BPI by an Issuing Lender if on the date of issuance, before or after taking such Letter of Credit into account, (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000); and provided, further, that no Letter of Credit shall be issued which has an expiration date more than one year after the date of issuance of such Letter of Credit or an expiration date later than the date which is five (5) Business Days immediately preceding the Termination Date; provided, further, that although such letters of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters of Credit shall be treated as Letters of Credit hereunder. Each Letter of Credit may, upon the request of the applicable Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized obligation to issue such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to unless at such time the Administrative Agent and each Lender on Borrower meets all the first Business Day of each month a written reportconditions for an Advance under the Base Revolving Credit Facility and, with respect to each outstanding after such issuance, the aggregate Letter of Credit issued by Amount outstanding will not exceed $5,000,000 and the Principal Loan Amount will not exceed the then available Base Revolving Credit Facility, all as more specifically set forth in this Agreement. The Revolving Lenders shall be obligated to fund pro rata according to their respective pro rata percentages shown in Section 2.1 of this Agreement any draws on such Issuing Lender, summarizing whether such Letters of Credit and shall be entitled to share pro rata in the Letter of Credit is a standby or commercial Fees and reimbursement amounts received in connection with such Letters of Credit. The Letter of Credit, the maximum amount Credit Amount outstanding at any time shall operate to reduce amounts available to be drawn thereonunder the Base Revolving Credit Facility by such sum, and shall be deemed to be outstanding for purposes of calculating the beneficiary and the issuance and expiration dates thereofcommitment fee under Section 2.2 (a) of this Agreement. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each No Letter of Credit shall have a maturity date occurring later than the Termination Date of this Agreement; provided, however, FNB-O, upon five days prior written notice to the other Revolving Lenders, may issue one or more Letters of Credit in an aggregate amount not to exceed $1,000,000.00 in Letters of Credit under this Agreement with a maturity occurring after the Termination Date of this Agreement (a "Non-Conforming Letter of Credit"), but no other Revolving Lender shall be obligated to fund any draws on such Non-Conforming Letters of Credit and shall not be entitled to share pro rata in the Letter of Credit Fees and reimbursement amounts received in connection therewith unless such Revolving Lender elects in writing to participate in such Non-Conforming Letters of Credit after receipt of notice from FNB-O. Except as provided in the preceding sentence, any such Non-Conforming Letters of Credit shall in all other respects be deemed a "Letter of Credit" under this Agreement. Any reference in this Agreement (including without limitation Articles VII and VIII) to a "loan" or "loans" made under this Agreement shall include the Letters of Credit, and, for purposes of Article VII, amounts outstanding under the Notes shall be deemed to include amounts available to be drawn and unreimbursed drawings under issued by such Issuing Bank during the previous monthand outstanding Letters of Credit.

Letter of Credit Facility. Upon receipt (i) As part of duly executed applications thereforits agreement to extend Revolving Credit Advances, the Lenders have agreed that STB will issue to third-party beneficiaries on behalf of Borrower and/or its Subsidiaries standby Letters of Credit in the maximum aggregate face amounts of up to $5,000,000 outstanding at any time. The issuance of any Letter of Credit shall reduce Borrower's ability to receive Revolving Credit Advances by an amount equal to the face amount of such outstanding Letter of Credit. Additionally, any payment by STB under a Letter of Credit shall, as long as the Revolving Credit Loan Commitments are still in effect and have not been prepaid in whole and terminated, be treated as an Advance under the Revolving Credit Loan Commitments, and the terms and provisions of repayment shall be as set forth in the Revolving Credit Note. Subject to and upon the terms and conditions herein set forth, until the Revolving Credit Termination Date, Borrower may request from time to time that STB issue standby Letters of Credit for the account of Borrower or any Subsidiary of Borrower. Borrower shall deliver to STB any information regarding the requested Letter of Credit as STB may reasonably request, and shall, and shall cause its applicable Subsidiary to, execute an Application and Agreement for Standby Letter of Credit in the customary form approved by STB (for all purposes of this Agreement, to the extent any such application and agreement contains any terms inconsistent with this Agreement, the provisions of this Agreement shall govern). STB shall issue and deliver to the Borrower or such Subsidiary, as the case may be, or the beneficiary, each Letter of Credit so requested within three Business Days of submission of such completed application, and such other documentsrequested information, instructions and agreements as such Issuing Lender may reasonably require, and subject to the provisions of Article IV, the Administrative Agent shall, or any other Lender in its sole discretion may, issue letters of credit denominated in Dollars or in any Agreed Currency for the account of Brightpoint or BPI, on terms as are satisfactory to such Issuing Lender; provided, however, that no Letter of Credit will be issued for the account of any Brightpoint or BPI by an Issuing Lender if on the date of issuance, before or after taking such Letter of Credit into account, (i) the Dollar Amount each case. The language of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000); and provided, further, that no Letter of Credit shall be issued which has an expiration date more than one year after the date of issuance of such Letter of Credit or an expiration date later than the date which is five (5) Business Days immediately preceding the Termination Date; provided, further, that although such letters of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters of Credit shall be treated as Letters of Credit hereunder. Each Letter of Credit may, upon the request of the applicable Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, including the applicable Issuing Lender requirements for a draw thereunder shall request be subject to the reasonable approval of STB. Borrower shall be jointly and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies severally liable with the provisions of this Section 2.21. If Subsidiary for whose account the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial issued for payment of all amounts owing in connection with the Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous month.

Letter of Credit Facility. Upon receipt of duly executed applications thereforAs a subfacility under the Credit Facility, subject to, and such other documentsupon the terms and conditions contained herein, instructions on and agreements as such Issuing after the Closing Date until the Termination Date, Lender may reasonably require, and subject agrees to the provisions of Article IV, the Administrative Agent shall, issue or any other Lender in its sole discretion may, cause an Affiliate to issue standby letters of credit denominated in Dollars or in any Agreed Currency sight commercial letters of credit for the account of Brightpoint or BPIa Borrower for purposes acceptable to Lender (each a “Letter of Credit” and collectively, on terms as are satisfactory to such Issuing Lender“Letters of Credit”); provided, howeverthat, that no (a) the aggregate Letter of Credit Usage will not at any time exceed $1,000,000 and (b) as of the date of the issuance of any Letter of Credit, and after giving effect thereto, the aggregate amount of the Revolving Loans and the Letter of Credit Usage will not exceed the lesser of the Borrowing Base or the Maximum Credit. The form and substance of each Letter of Credit will be subject to approval by Xxxxxx and each Borrower shall execute and deliver such additional letter of credit agreements, applications and other documents required by Xxxxxx as a condition to the issuance, amendment, extension or renewal of any Letter of Credit. Each Letter of Credit will be issued for the account of any Brightpoint or BPI a term not to exceed 365 days, as designated by an Issuing Lender if on the date of issuance, before or after taking such Letter of Credit into account, (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000)a Borrower; and provided, furtherthat, that no Letter of Credit shall be issued which has will have an expiration date more than one year after the date of issuance of such Letter of Credit or an expiration date later than the date which is five (5) Business Days immediately preceding the Termination Maturity Date; provided, further, that although such letters of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters of Credit shall be treated as Letters of Credit hereunder. Each Letter of Credit maywill be issued under, upon and subject to, the request additional terms and conditions of the applicable Borrowerletter of credit agreements, include applications and any related documents required by Lender. Each drawing paid under a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request deemed a Revolving Loan and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies will be repaid by Borrowers in accordance with the provisions terms and conditions of this Section 2.21. If Agreement applicable to Revolving Loans; provided, that, if Revolving Loans are not available for any reason at the Administrative Agent notifies the applicable Issuing Lender that it time any drawing is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfiedpaid by Xxxxxx, then Borrowers will immediately pay to Lender the full amount drawn, together with interest on such Issuing Lender shall issue amount from the date such Letter drawing is paid to the date such amount is fully repaid by Borrowers, at the rate of Credit as requestedinterest then applicable to Revolving Loans. The applicable Issuing Lender shall give In such event Borrowers agree that Xxxxxx may charge the Administrative Agent and each Lender prompt notice of Loan Account or debit any deposit account maintained by any Loan Party for the issuance amount of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous monthdrawing.

Letter of Credit Facility. Upon receipt of duly executed applications therefor, and such other documents, instructions and agreements as such Issuing The Lender may reasonably require, and subject hereby establishes in addition to the provisions Revolving Line of Article IV, Credit a letter of credit facility for the Administrative Agent shall, or any other Lender in its sole discretion may, issue issuance of letters of credit denominated in Dollars or in any Agreed Currency for the account Company’s account. The Company may obtain letters of Brightpoint or BPI, on terms credit from time to time for such purposes as are satisfactory to such Issuing Lender; provided, however, that no the Company may require in the ordinary course of business. The aggregate Outstanding Letter of Credit will be issued for Amount shall not at any time exceed $500,000 without the account prior written consent of any Brightpoint or BPI by an Issuing Lender if on the date Lender. For purposes of issuancethis Loan Agreement, before or after taking such the “Outstanding Letter of Credit into account, Amount” shall include (ia) the Dollar Amount amounts available for draws under outstanding letters of the Revolving Credit Obligations at credit (whether or not such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount draws are subject to satisfaction of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000prior conditions); and provided(b) the amount of any draws under letters of credit for which the Lender has not received reimbursement. The Company shall request letters of credit by giving the Lender written notice of each request at least five business days prior to the issuance of the letter of credit. The Company shall, furtherwith such request, that no complete an application in form acceptable to the Lender and execute or otherwise agree to such terms, conditions and reimbursement agreements (each, an “LC Reimbursement Agreement”) concerning the Letter of Credit as the Lender may require. No letter of credit shall be issued which has an expiration date could be drawn on (i) more than one year after the date issuance thereof or (ii) on or after June 30, 2007. In the event of issuance a draw on the letter of credit, the Lender may at its option obtain an Advance under the Revolving Line of Credit (without further notice to or consent of the Company) to reimburse the Lender for such Letter draw. If the Lender elects not to obtain an Advance under the Revolving Line of Credit or an expiration date later than if credit in the date which is five (5) Business Days immediately preceding the Termination Date; provided, further, that although such letters of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters of Credit shall be treated as Letters of Credit hereunder. Each Letter of Credit may, upon the request amount of the applicable Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but draw is not beyond available under the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter Revolving Line of Credit, the Company shall immediately upon demand reimburse the Lender for the amount of the draw together with interest thereon and such other amounts as may be due under any applicable Issuing LC Reimbursement Agreement. The Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized not in any event be required to issue such Letter a letter of Credit, and credit during the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter continuance of Credit as requestedan Event of Default. The applicable Issuing Company shall pay the Lender shall give the Administrative Agent such issuance, amendment, draw and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, other fees with respect to each outstanding Letter letters of Credit issued by such Issuing Lender, summarizing whether such Letter credit as the Lender may from time to time establish Any and all amounts due from the Company to the Lender under any LC Reimbursement Agreement shall constitute part of Credit is a standby or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous monthObligations hereunder.

Letter of Credit Facility. Upon receipt of duly executed applications thereforEach Issuing Bank severally agrees, on the terms and such other documentsconditions hereinafter set forth, instructions and agreements as such Issuing Lender may reasonably require, and subject to the provisions of Article IV, the Administrative Agent shall, or any other Lender in its sole discretion may, issue letters of credit denominated in Dollars or in any Agreed Currency (the "Letters of Credit") for the account of Brightpoint or BPI, the Borrower and its Guarantor Subsidiaries from time to time on terms as are satisfactory any Business Day during the period from the Effective Date until 30 days before the Termination Date (i) in an aggregate Available Amount for all Letters of Credit issued hereunder not to such Issuing Lender; provided, however, that no exceed at any time the Letter of Credit will be issued Facility at such time and (ii) in an Available Amount for the account of any Brightpoint or BPI by an Issuing Lender if on the date of issuance, before or after taking each such Letter of Credit into account, not to exceed the lesser of (i1) the Dollar Letter of Credit Facility at such time minus the aggregate Available Amount of all other Letters of Credit then outstanding and (2) the Unused Revolving Credit Commitments of the Revolving Credit Obligations Lenders at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000); and provided, further, that no time. No Letter of Credit shall be issued which has have an expiration date more (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a "Notice of Renewal") given to the Issuing Bank that issued such Standby Letter of Credit and the Agent on or prior to any date for notice of renewal set forth in such Letter of Credit or an expiration date later than the date which is five (5) but in any event at least three Business Days immediately preceding the Termination Date; provided, further, that although such letters of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters proposed renewal of Credit shall be treated as Letters of Credit hereunder. Each such Standby Letter of Credit may, and upon the request fulfillment of the applicable Borrower, include conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a provision whereby copy to the Agent) on or prior to the date for notice of termination set forth in such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five in any event at least 30 Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior date of automatic renewal of its election not to the then-applicable expiry date that renew such Standby Letter of Credit will not be renewed. Prior to issuing any (a "Notice of Termination") and (B) in the case of a Trade Letter of Credit, 90 days after the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation date of issuance thereof; provided that the request for such terms of each Standby Letter of Credit complies with that is automatically renewable annually shall (x) require the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender Bank that it is authorized to issue issued such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Standby Letter of Credit as requested. The applicable Issuing Lender shall to give the Administrative Agent and each Lender prompt notice of the issuance of any beneficiary named in such Standby Letter of Credit by it. Each Issuing Lender shall furnish notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding draw under such Standby Letter of Credit issued by prior to the date such Issuing Lender, summarizing whether such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a standby Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Agent or commercial the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, so long as any Issuing Bank, in its sole discretion, elects to issue Letters of Credit, the maximum amount available to be drawn thereon, and the beneficiary and Borrower may request the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letters of Credit under this Section 2.03(a), repay any Letter of Credit issued by such Issuing Bank during Advances resulting from drawings thereunder pursuant to Section 2.05 or 2.06 and request the previous monthissuance of additional Letters of Credit under this Section 2.03(a).

Letter of Credit Facility. Upon Issuance of Letters of Credit. Borrowers acknowledge and agree that, as of the Closing Date, the “Letters of Credit” listed on Schedule 2.2.1 have been issued and are outstanding under the Initial Loan Agreement. On the Closing Date, such “Letters of Credit” automatically, and without any action on the part of any Person, shall be deemed to be Letters of Credit issued hereunder for all purposes. Issuing Bank shall issue Letters of Credit from time to time until 30 days prior to the Revolver Termination Date (or until the Commitment Termination Date, if earlier), on the terms set forth herein, including the following: (a) Each Borrower acknowledges that Issuing Bank’s issuance of any Letter of Credit is conditioned upon Issuing Bank’s receipt of duly executed applications therefora LC Application with respect to the requested Letter of Credit, and as well as such other documents, instructions instruments and agreements as such Issuing Lender Bank may reasonably require, and subject to the provisions customarily require for issuance of Article IV, the Administrative Agent shall, or any other Lender in its sole discretion may, issue letters a letter of credit denominated in Dollars or in of similar type and amount. Issuing Bank shall have no obligation to issue any Agreed Currency for the account of Brightpoint or BPI, on terms as are satisfactory to such Issuing Lender; provided, however, that no Letter of Credit will be issued for unless (i) Issuing Bank receives a LC Request and LC Application at least three Business Days prior to the account of any Brightpoint or BPI by an Issuing Lender if on the requested date of issuance, before or after taking such Letter of Credit into account, (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or ; (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000)each LC Condition is satisfied; and provided(iii) if a Defaulting Lender exists, furthersuch Lender or Borrowers have entered into arrangements satisfactory to Agent and Issuing Bank to eliminate any Fronting Exposure associated with such Lender. If, in sufficient time to act, Issuing Bank receives written notice from Required Lenders that no a LC Condition has not been satisfied, Issuing Bank shall not issue the requested Letter of Credit Credit. Prior to receipt of any such notice, Issuing Bank shall not be issued which has an expiration date more than one year after the date deemed to have knowledge of issuance any failure of such Letter LC Conditions. (b) Letters of Credit may be requested by a Borrower to support obligations incurred in the Ordinary Course of Business, or an expiration date later than the date which is five (5) Business Days immediately preceding the Termination Date; provided, further, that although such letters as otherwise approved by Agent. The renewal or extension of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters any Letter of Credit shall be treated as Letters the issuance of Credit hereundera new Letter of Credit, except that delivery of a new LC Application shall be required at the discretion of Issuing Bank. Each (c) Borrowers assume all risks of the acts, omissions or misuses of any Letter of Credit may, upon by the request beneficiary. In connection with issuance of the applicable Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable none of Agent, Issuing Bank or any Lender shall request and be responsible for the Administrative Agent shall provide confirmation existence, character, quality, quantity, condition, packing, value or delivery of any goods purported to be represented by any Documents; any differences or variation in the character, quality, quantity, condition, packing, value or delivery of any goods from that expressed in any Documents; the request for such form, validity, sufficiency, accuracy, genuineness or legal effect of any Documents or of any endorsements thereon; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure to ship, any goods referred to in a Letter of Credit complies or Documents; any deviation from instructions, delay, default or fraud by any shipper or other Person in connection with any goods, shipment or delivery; any breach of contract between a shipper or vendor and a Borrower; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the provisions misapplication by a beneficiary of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such any Letter of Credit as requestedor the proceeds thereof; or any consequences arising from causes beyond the control of Issuing Bank, Agent or any Lender, including any act or omission of a Governmental Authority. The applicable Issuing Lender shall give the Administrative Agent rights and each Lender prompt notice remedies of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during under the previous month.Loan Documents shall be

Letter of Credit Facility. Upon Subject to the terms and conditions of ------------------------- this Agreement and in reliance upon the representations, warranties and covenants set forth herein, First Chicago shall issue or any other Lender acceptable to the Borrowers, may, in its sole discretion, issue standby letters of credit, in each case for the account of the applicable Borrower (First Chicago and each such other Lender in such capacity being referred to as an "ISSUING LENDER"), on terms as are reasonably satisfactory to such Issuing Lender upon three (3) days' notice and receipt of duly executed applications thereforfor such Letter of Credit, and such other customary documents, instructions and agreements as may be required pursuant to the terms thereof (all such applications, documents, instructions, and agreements being referred to herein as the "L/C Documents") as the applicable Issuing Lender may reasonably require, and subject to the provisions of Article IV, the Administrative Agent shall, or any other Lender in its sole discretion may, issue letters of credit denominated in Dollars or in any Agreed Currency for the account of Brightpoint or BPI, on terms as are satisfactory to such Issuing Lender; provided, -------- however, that no Letter of Credit will be issued (or amended) for the account of ------- any Brightpoint or BPI Borrower by an Issuing Lender if on the date of issuance, before or after taking such Letter of Credit into account, (iA) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Maximum Revolving Loan Commitments Credit Amount at such time time, or (iiB) the aggregate outstanding Dollar Amount amount of the L/C Obligations in respect of standby Letters of Credit exceeds Forty Million and 00/100 Dollars ($40,000,000)2,000,000; and provided, further, that no -------- ------- Letter of Credit shall be issued (or amended) which has an expiration date more than one year after the date of issuance of such Letter of Credit or an expiration date later than the date which is the earlier of one (1) year after the date of issuance thereof or five (5) Business Days immediately preceding the Termination Date; provided, further, that although such letters . The designation of credit were issued prior to any Lender as an Issuing Lender after the date of this Agreement, effective on the Closing Date all Existing hereof with respect to standby Letters of Credit shall be treated as Letters subject to the prior written consent of Credit hereunderthe Agent. Each If any Borrower applies for a standby Letter of Credit mayfrom any Lender other than First Chicago, upon the request applicable Borrower shall simultaneously notify the Agent of the proposed amount, expiration date and nature of such Letter of Credit. The Agent shall promptly notify the Lender to which such application has been made and the applicable Borrower, include a provision whereby Borrower whether the issuance of such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies would comply with the provisions terms of this Section ------- 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish be entitled to assume that the applicable ---- conditions set forth in Article IV hereof have been satisfied ---------- unless it shall have received notice to the Administrative contrary from the Agent or such Issuing Lender has knowledge that the applicable conditions have not been met. To the extent that any provision of any L/C Document cannot reasonably be construed to be consistent with this Agreement, requires greater collateral security or imposes additional obligations not reasonably related to customary letter of credit arrangements, such provision shall be invalid and each this Agreement shall control. All references in the expense, indemnity and similar provisions of this Agreement to the Lenders shall include First Chicago and any other Lender on the first Business Day of each month a written report, with respect to each outstanding in its capacity as an Issuing Lender. No Issuing Lender shall extend or amend any Letter of Credit issued by such Issuing Lender, summarizing whether such unless the requirements of this Section 2.21 are met as though a new Letter of Credit is a standby or commercial Letter of Credit, the maximum amount available to be drawn thereon, was being requested and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous monthissued.

Letter of Credit Facility. Upon receipt of duly executed applications thereforSo long as no Default hereunder has occurred, and such other documents, instructions and agreements as such Issuing Lender may reasonably require, and subject the Bank shall make available to the provisions Borrower and its Subsidiaries a credit facility within the Commitment (the "Letter of Article IVCredit Facility") whereby the Bank will issue up to an aggregate of Ten Million Dollars ($10,000,000.00) against amounts available under the Revolving Line of Credit Facility, the Administrative Agent shall, or any other Lender in its sole discretion may, issue of letters of credit denominated in Dollars or in any Agreed Currency (a "Letter of Credit") for the Borrower's or one of its Subsidiaries' account of Brightpoint or BPI, with an expiration date on terms as are satisfactory to such Issuing Lender; provided, however, that no any specific Letter of Credit will be issued for no later than the account of any Brightpoint or BPI by an Issuing Lender if on Termination Date, unless the date of issuance, before or after taking such Bank chooses to issue a Letter of Credit into account, (i) to expire after the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000); and provided, further, that no Letter Termination Date. The individual Letters of Credit shall be issued which has an expiration date more than one year after in accordance with the date Bank's customary practices at the time of issuance, utilizing documentation prevailing at such times and, if drawn upon, amounts paid thereon will be repaid upon demand by the Borrower (and, if applicable, its Subsidiary for whose account the Letter of Credit was issued) in full reimbursement to the Bank of all such amounts drawn upon under any or all Letters of Credit, pursuant hereto, or to such additional reimbursement obligations as may be contained in any documentation executed by the Borrower in conjunction with the issuance of such Letter(s) of Credit. To the extent repayment of such amounts as are reimbursable to the Bank for such drawings against Letters of Credit is not immediately made, the amount of such drawings shall be charged as Revolving Line of Credit Loans. The amount of outstanding commitments under issued Letters of Credit plus the aggregate amounts drawn under any Letters of Credit and not reimbursed by the Borrower to the Bank shall reduce availability under the Revolving Line of Credit Facility. This Letter of Credit Facility will be made available to those Subsidiaries of Borrower listed in the attached Exhibit "C" as well as to Borrower and Borrower's reimbursement obligations described herein shall apply regardless of whether Borrower or an expiration date later than one of its Subsidiaries is the date which is five (5) Business Days immediately preceding the Termination Date; provided, further, that although such letters account party of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters of Credit shall be treated as Letters of Credit hereunder. Each Letter of Credit may, upon the request of the applicable Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any particular Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous month.

Letter of Credit Facility. Upon receipt of duly executed applications thereforAs a subfacility under the Credit Facility, subject to, and such other documentsupon the terms and conditions contained herein, instructions on and agreements as such Issuing after the Closing Date until the Termination Date, Lender may reasonably require, and subject agrees to the provisions of Article IV, the Administrative Agent shall, issue or any other Lender in its sole discretion may, cause an Affiliate to issue standby letters of credit denominated in Dollars or in any Agreed Currency sight commercial letters of credit for the account of Brightpoint or BPIa Borrower for purposes acceptable to Lender (each a “Letter of Credit” and collectively, on terms as are satisfactory to such Issuing Lender“Letters of Credit”); provided, howeverthat, that no (a) the aggregate Letter of Credit Usage will not at any time exceed $5,000,000 and (b) as of the date of the issuance of any Letter of Credit, and after giving effect thereto, the aggregate amount of the Revolving Loans and the Letter of Credit Usage will not exceed the lesser of the Borrowing Base or the Revolving Loan Limit. The form and substance of each Letter of Credit will be subject to approval by Lender and each Borrower shall execute and deliver such additional letter of credit agreements, applications and other documents required by Lender as a condition to the issuance, amendment, extension or renewal of any Letter of Credit. Each Letter of Credit will be issued for the account of any Brightpoint or BPI a term not to exceed 365 days, as designated by an Issuing Lender if on the date of issuance, before or after taking such Letter of Credit into account, (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000)a Borrower; and provided, furtherthat, that no Letter of Credit shall be issued which has will have an expiration date more than one year after the date of issuance of such Letter of Credit or an expiration date later than the date which is five (5) Business Days immediately preceding the Termination Maturity Date; provided, further, that although such letters of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters of Credit shall be treated as Letters of Credit hereunder. Each Letter of Credit maywill be issued under, upon and subject to, the request additional terms and conditions of the applicable Borrowerletter of credit agreements, include applications and any related documents required by Lender. Each drawing paid under a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request deemed a Revolving Loan and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies will be repaid by Borrowers in accordance with the provisions terms and conditions of this Section 2.21. If Agreement applicable to Revolving Loans; provided, that, if Revolving Loans are not available for any reason at the Administrative Agent notifies the applicable Issuing Lender that it time any drawing is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfiedpaid by Lender, then Borrowers will immediately pay to Lender the full amount drawn, together with interest on such Issuing amount from the date such drawing is paid to the date such amount is fully repaid by Borrowers, at the rate of interest then applicable to Revolving Loans. In such event Borrowers agree that Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give may charge the Administrative Agent and each Lender prompt notice of Loan Account or debit any deposit account maintained by any Loan Party for the issuance amount of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous monthdrawing.

Letter of Credit Facility. Upon receipt of duly executed applications therefor3.1Issuance. Each LC Issuer hereby agrees, on the terms and such other documentsconditions set forth in this Agreement, instructions and agreements as such Issuing Lender may reasonably require, and subject to the provisions of Article IV, the Administrative Agent shall, or any other Lender in its sole discretion may, issue standby letters of credit denominated in Dollars U.S. dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or in any Agreed Currency for otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the account Closing Date and prior to the Termination Date upon the request of Brightpoint or BPI, on terms as are satisfactory to such Issuing Lenderthe Company; provided, however, that in no Letter of Credit will be issued for the account of any Brightpoint or BPI by an Issuing Lender if on the date of issuance, before or after taking such Letter of Credit into account, event shall (i) immediately after each such Facility LC is issued or Modified, the Dollar Amount of the Revolving Aggregate Outstanding Credit Obligations at such time would Exposure exceed the Available Aggregate Revolving Loan Commitments at such time or Commitment, (ii) immediately after each such Facility LC is issued or Modified, the aggregate outstanding Dollar Amount amount of the L/C LC Obligations exceeds Forty Million exceed $50,000,000, (iii) immediately after each such Facility LC is issued or Modified, the LC Obligations in respect of all Facility LCs issued by any LC Issuer exceed $25,000,000, as such amount may be increased or decreased from time to time with the written consent of the Company, the Agent and 00/100 Dollars each LC Issuer (provided that any increase in such amount with respect to any LC Issuer, and any subsequent decrease in such amount to an amount equal to $40,000,000); 25,000,000 or more, shall only require the consent of the Company and provided, further, that no Letter of Credit shall such LC Issuer) and (iv) a Facility LC (x) be issued which has later than 30 days prior to the scheduled Termination Date, (y) have an expiration expiry date more later than the earlier of (1) the date one year after the date of the issuance of such Letter Facility LC (or, in the case of Credit any renewal or an expiration extension thereof, one year after such renewal or extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date later than is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time period prior to the expiry date which is five then in effect) and (52) the fifth Business Days immediately preceding Day prior to the scheduled Termination Date; providedDate or (z) provide for time drafts. Notwithstanding the foregoing, further, that although such the letters of credit were identified on Schedule 3.1 (the “Existing LCs”) shall be deemed to be “Facility LCs” issued prior to the date of this Agreement, effective on the Closing Date for all Existing Letters of Credit shall be treated as Letters of Credit hereunder. Each Letter of Credit may, upon the request purposes of the applicable Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous monthDocuments.

Letter of Credit Facility. Upon receipt of duly executed applications therefor, and such other documents, instructions and agreements as such Issuing Lender may reasonably require, and subject SECTION 3.1 L/C Commitment. Subject to the provisions of Article IVterms and conditions hereof, the Administrative Agent shallIssuing Lender, or any other Lender in its sole discretion mayreliance on the agreements of the L/C Participants set forth in Section 3.4(a), agrees to issue letters standby Letters of credit denominated in Dollars or in any Agreed Currency Credit for the account of Brightpoint or BPI, the Borrower on terms any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as are satisfactory may be approved from time to such time by the Issuing Lender; provided, howeverthat the Issuing Lender shall have no obligation to issue, that and L/C Participants shall have no obligation to participate in, any Letter of Credit will be issued for the account of any Brightpoint or BPI by an Issuing Lender if on the date of if, after giving effect to such issuance, before or after taking such Letter of Credit into account, (ia) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars would exceed the L/C Commitment or ($40,000,000); and providedb) the aggregate principal amount of outstanding Revolving Credit Loans, furtherplus the Swingline Commitment, that no plus the aggregate amount of L/C Obligations would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be in a minimum amount of $50,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date satisfactory to the Issuing Lender, which has an expiration date more shall be no later than the earlier of (A) one year after from the date of issuance of such Letter of Credit or an expiration date later than and (B) the date which is five fifth (55th) Business Days immediately preceding the Termination Date; provided, further, that although such letters of credit were issued Day prior to the date Revolving Credit Maturity Date and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of this Agreementthe State of North Carolina. The Issuing Lender shall not at any time be obligated to issue, effective on and L/C Participants shall have no obligation to participate in, any Letter of Credit hereunder if such issuance would conflict with, or cause the Closing Date all Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires. The Existing Letters of Credit shall be treated as deemed to be Letters of Credit hereunder. Each Letter of Credit mayissued and outstanding under this Agreement on and after the Closing Date; provided, upon the request of the applicable Borrowerhowever, include a provision whereby that such Letter Existing Letters of Credit shall be renewed automatically for additional consecutive periods replaced by letters of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit credit issued by such Wachovia, as Issuing Lender, summarizing whether such Letter pursuant to and under the terms of Credit is a standby this Agreement upon the expiration and/or maturity thereof and shall not otherwise be extended, renewed or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous monthmodified.

Letter of Credit Facility. Upon receipt of duly executed applications therefor, and such other documents, instructions and agreements as such Issuing Lender The Company may reasonably require, and subject to the provisions of Article IV, the Administrative Agent shall, or any other Lender in its sole discretion may, issue obtain letters of credit denominated under this Agreement from time to time for such purposes as the Company may require in Dollars or in any Agreed Currency for the account ordinary course of Brightpoint or BPI, on terms as are satisfactory to such Issuing Lender; provided, however, that no Letter business. The sum of Credit will be issued for the account of any Brightpoint or BPI by an Issuing Lender if on the date of issuance, before or after taking such Letter of Credit into account, (i) the Dollar aggregate Outstanding Letter of Credit Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or plus (ii) total principal amount owed to the aggregate Lender under the Revolving Line of Credit shall not at any time exceed the Availability. For purposes of this Loan Agreement, the "Outstanding Letter of Credit Amount" shall include (a) amounts available for draws under outstanding Dollar Amount letters of the L/C Obligations exceeds Forty Million and 00/100 Dollars credit ($40,000,000whether or not such draws are subject to satisfaction of prior conditions); and provided(b) the amount of any draws under letters of credit for which the Lender has not received reimbursement. The Company shall request letters of credit by giving the Lender written notice of each request at least five business days prior lo the issuance of the letter of credit. The Company shall, furtherwith such request, that no complete an application in form acceptable to the Lender and execute or otherwise agree to such terms, conditions and reimbursement agreements (each, an "LC Reimbursement Agreement'') concerning the Letter of Credit shall be issued which has an expiration date more than one year after as the date Lender may require. The obligation of issuance of such Letter of Credit or an expiration date later than the date which is five (5) Business Days immediately preceding Company to reimburse the Termination Date; provided, further, that although Lender for amounts drawn on such letters of credit were shall be an "Obligation" under this Agreement. No letter of credit shall be issued prior to after the Expiration Date or which could be drawn on after the date 18 months after the Expiration Date. In the event of this Agreement, effective a draw on the Closing Date all Existing Letters letter of credit, the Lender may at its option obtain an Advance under the Revolving Line of Credit shall be treated as Letters (without further notice to or consent of the Company) to reimburse the Lender for such draw. If the Lender elects not to obtain an Advance under the Revolving Line of Credit hereunder. Each Letter of Credit may, upon or if credit in the request amount of the applicable Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but draw is not beyond available under the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter Revolving Line of Credit, the Company shall immediately upon demand reimburse the Lender for the amount of the draw together with interest thereon and such other amounts as may be due under any applicable Issuing LC Reimbursement Agreement. The Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized not in any event be required to issue such Letter a letter of Credit, and credit during the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter continuance of Credit as requestedan Event of Default. The applicable Issuing Company shall pay the Lender shall give the Administrative Agent such issuance, amendment, draw and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, other fees with respect to each outstanding Letter letters of Credit issued by such Issuing Lender, summarizing whether such Letter credit as the Lender may from time to time establish. Any and all amounts due from the Company to the Lender under any LC Reimbursement Agreement shall constitute part of Credit is a standby or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous monthObligations hereunder.

Letter of Credit Facility. Upon receipt of duly executed applications thereforSo long as no Default hereunder has occurred, and such other documents, instructions and agreements as such Issuing Lender may reasonably require, and subject the Bank shall make available to the provisions Borrower and its Subsidiaries a credit facility (the "Letter of Article IV, Credit Facility") whereby the Administrative Agent shall, or any other Lender in its sole discretion may, Bank will issue up to an aggregate of Ten Million Dollars ($10,000,000.00) of letters of credit denominated in Dollars or in any Agreed Currency (a "Letter of Credit") for the Borrower's or one of its Subsidiaries' account of Brightpoint or BPI, with an expiration date on terms as are satisfactory to such Issuing Lender; provided, however, that no any specific Letter of Credit will be issued for no later than the account of any Brightpoint or BPI by an Issuing Lender if on Termination Date, unless the date of issuance, before or after taking such Bank chooses to issue a Letter of Credit into account, (i) to expire after the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000); and provided, further, that no Letter Termination Date. The individual Letters of Credit shall be issued which has an expiration date more than one year after in accordance with the date Bank's customary practices at the time of issuance, utilizing documentation prevailing at such times and, if drawn upon, amounts paid thereon will be repaid upon demand by the Borrower (and, if applicable, its Subsidiary for whose account the Letter of Credit was issued) in full reimbursement to the Bank of all such amounts drawn upon under any or all Letters of Credit, pursuant hereto, or to such additional reimbursement obligations as may be contained in any documentation executed by the Borrower in conjunction with the issuance of such Letter(s) of Credit. To the extent repayment of such amounts as are reimbursable to the Bank for such drawings against Letters of Credit is not immediately made, and to the extent there is availability sufficient under the Commitment, the amount of such drawings shall be charged as Revolving Line of Credit Loans. To the extent there is insufficient availability under the Commitment, the reimbursement obligations resulting from such drawings shall be evidenced by and subject to the terms of a single, master back-up demand note (the "Back-Up L/C Demand Note") in the form attached hereto as Exhibit "B". This Letter of Credit Facility will be made available to those Subsidiaries of Borrower listed in the attached Exhibit "C" as well as to Borrower and Borrower's reimbursement obligations described herein shall apply regardless of whether Borrower or an expiration date later than one of its Subsidiaries is the date which is five (5) Business Days immediately preceding the Termination Date; provided, further, that although such letters account party of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters of Credit shall be treated as Letters of Credit hereunder. Each Letter of Credit may, upon the request of the applicable Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any particular Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous month.

Letter of Credit Facility. Upon receipt of duly executed applications therefor, and such other documents, instructions and agreements as such Issuing Lender may reasonably require, and subject SECTION 3.1 L/C COMMITMENT. Subject to the provisions terms and conditions (including without limitation SECTION 4.4) of Article IVthis Agreement, the Administrative Agent shallIssuing Lender, or any in reliance on the agreements of the other Lender Lenders set forth in its sole discretion maySECTION 3.4(A), agrees to issue standby letters of credit denominated in Dollars or in any Agreed Currency ("LETTERS OF CREDIT") for the account of Brightpoint or BPIthe Borrower on any Business Day from the Closing Date to, on terms but not including, the Termination Date in such form as are satisfactory may be approved from time to such time by the Issuing Lender; provided, howeverPROVIDED, that the Issuing Lender shall have no obligation to issue any Letter of Credit will be issued for the account of any Brightpoint or BPI by an Issuing Lender if on the date of if, after giving effect to such issuance, before or after taking such Letter of Credit into account, (ia) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million would exceed the L/C Commitment or (b) the aggregate principal amount of outstanding Revolving Credit Loans, PLUS the aggregate principal amount of outstanding Swingline Loans, PLUS the aggregate amount of L/C Obligations would exceed the Revolving Credit Commitment LESS the Blocked Portion. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $1,000,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) have a term of no more than one year, (iv) expire on a date not later than the Termination Date and 00/100 Dollars that is otherwise satisfactory to the Issuing Lender and ($40,000,000); v) be subject to the Uniform Customs and/or ISP98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to "issue" and providedderivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, further, that no unless the context otherwise requires. The Wachovia Letter of Credit shall be issued which has an expiration date more than one year after the date of issuance of such Letter of Credit or an expiration date later than the date which is five (5) Business Days immediately preceding the Termination Date; provided, further, that although such letters of credit were issued prior deemed to the date of this Agreement, effective on the Closing Date all Existing Letters of Credit shall be treated as Letters of Credit hereunder. Each Letter of Credit may, upon the request of the applicable Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial Letter of Credit, and outstanding under this Agreement on and after the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous monthClosing Date.

Letter of Credit Facility. Upon receipt of duly executed applications therefor3.1Issuance. Each LC Issuer hereby agrees, on the terms and such other documentsconditions set forth in this Agreement, instructions and agreements as such Issuing Lender may reasonably require, and subject to the provisions of Article IV, the Administrative Agent shall, or any other Lender in its sole discretion may, issue standby letters of credit and, to the extent agreed to by any applicable LC Issuer, direct-pay letters of credit, denominated in Dollars U.S. dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or in any Agreed Currency for otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the account Closing Date and prior to the Termination Date upon the request of Brightpoint or BPI, on terms as are satisfactory to such Issuing Lenderthe Company; provided, however, that in no Letter of Credit will be issued for the account of any Brightpoint or BPI by an Issuing Lender if on the date of issuance, before or after taking such Letter of Credit into account, event shall (i) immediately after each such Facility LC is issued or Modified, the Dollar Amount of the Revolving Aggregate Outstanding Credit Obligations at such time would Exposure exceed the Aggregate Revolving Loan Commitments at such time or Available Commitment, (ii) immediately after each such Facility LC is issued or Modified, the aggregate outstanding Dollar Amount amount of the L/C LC Obligations exceeds Forty Million exceed the Facility LC Sublimit, (iii) immediately after each such Facility LC is issued or Modified, the LC Obligations in respect of all Facility LCs issued by any LC Issuer exceed such LC Issuer’s Facility LC Commitment, as such amount may be increased or decreased from time to time with the written consent of the Company, the Agent and 00/100 Dollars each LC Issuer (provided that any increase in such amount with respect to any LC Issuer, and any subsequent decrease in such amount to an amount equal to $40,000,000); 25,000,000 or more, shall only require the consent of the Company and provided, further, that no Letter of Credit shall such LC Issuer) and (iv) a Facility LC (x) be issued which has later than 30 days prior to the scheduled Termination Date, (y) have an expiration expiry date more later than the earlier of (1) the date one year after the date of the issuance of such Letter Facility LC (or, in the case of Credit any renewal or extension thereof, one year after such renewal or extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (2) the fifth Business Day prior to the scheduled Termination Date or (z) provide for time drafts. The Company may from time to time request to increase the Facility LC Sublimit so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000, which increase, in the sole discretion of the applicable LC Issuer, may be provided by one or more LC Issuers (each LC Issuer so agreeing to an expiration date later than increase in its Facility LC Commitment, an “Increasing LC Issuer”), or by one or more other Lenders that wish to become an LC Issuer (each such Lender, an “Additional LC Issuer”); provided that each Increasing LC Issuer and each Additional LC Issuer shall be subject to the date which is five (5) Business Days immediately preceding approval of the Termination Date; providedCompany and the Agent. Nothing contained in this Section 3.1 shall constitute or otherwise be deemed to be a commitment on the part of any LC Issuer to increase its Facility LC Commitment. Notwithstanding the foregoing, further, that although such the letters of credit were identified on Schedule 3.1 (the “Existing LCs”) shall be deemed to be “Facility LCs” issued prior to the date of this Agreement, effective on the Closing Date for all Existing Letters of Credit shall be treated as Letters of Credit hereunder. Each Letter of Credit may, upon the request purposes of the applicable Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous monthDocuments.