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EXHIBIT 10.40
AMENDMENT NUMBER 1 TO THE RIGHTS AGREEMENT (THE "AGREEMENT") BY AND
BETWEEN BRIGHTPOINT, INC. (THE "COMPANY") AND CONTINENTAL STOCK
TRANSFER & TRUST COMPANY, AS RIGHTS AGENT, DATED AS OF FEBRUARY
20, 1997
In connection with the Company's appointment of American Stock Transfer
& Trust Company as the successor rights agent as of the date hereof, and
pursuant to Section 27 of the Agreement, the Company hereby amends the Agreement
by deleting the fifth sentence of Section 21 of the Agreement and replacing it
with the following language:
"Any successor Rights Agent, whether appointed by the Company or by
such a court, shall be a corporation organized and doing business under the laws
of any state of the United States, which is authorized under such laws to
exercise corporate trust or stock transfer powers and is subject to supervision
or examination by federal or state authority and which has at the time of its
appointment as Rights Agent a combined capital and surplus of at least $10
million."
Dated as of January 4, 1999
BRIGHTPOINT, INC.
By /s/ Xxxxxx X. Xxxxx
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Title: Executive Vice President
and General Counsel
AMERICAN STOCK TRANSFER &
TRUST COMPANY, as Successor
Rights Agent
By /s/ Xxxxxxx X. Xxxxxx
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Title: Vice President
