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EXHIBIT 10.40
January 1, 2001
To the Lenders party to the
Credit Agreement referred
to below
Ladies and Gentlemen:
Reference is made to the Second Amended and Restated Multicurrency
Credit Agreement dated as of July 27, 1999, initially among Brightpoint, Inc.,
Brightpoint International Ltd., certain borrowing subsidiaries party thereto
from time to time, certain guarantors party thereto from time to time, the
institutions from time to time party thereto as Lenders (the "Lenders") and Bank
One, Indiana, National Association, as administrative agent (the "Administrative
Agent") for the Lenders (as amended and in effect from time to time, the "Credit
Agreement"). Terms defined in the Credit Agreement and used herein are used
herein as defined therein.
The undersigned, Brightpoint North America, Inc. (the "Subsidiary"), a
corporation organized under the laws of Indiana, hereby agrees that from the
date hereof it shall become a "Subsidiary Borrower" and a "Guarantor" under the
Credit Agreement and agrees that from the date hereof and until the payment in
full of all of the Secured Obligations, it shall perform, comply with and be
bound by each of the provisions of the Credit Agreement which are stated to
apply to a "Subsidiary Borrower" and a "Guarantor." Without limiting the
generality of the foregoing, the Subsidiary hereby represents and warrants that:
(i) each of the representations and warranties set forth in the Credit Agreement
is hereby made by such Subsidiary on and as of the date hereof as if made on and
as of the date hereof and as if such Subsidiary is a "Borrower" and this
Assumption Letter is the "Agreement" referenced therein, (ii) it has heretofore
received a true and correct copy of the Credit Agreement (including any
modifications thereof or supplements or waivers thereto) as in effect on the
date hereof, (iii) each of the representations and warranties set forth in
Article V is hereby made by such Subsidiary on and as of the date hereof, and
(iv) such Subsidiary expressly assumes all of the obligations and liabilities of
a "Guarantor" pursuant to Article IX.
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Lenders party to the Credit Agreement -2- January 1, 2001
GOVERNING LAW. ANY DISPUTE BETWEEN ANY AGENT OR ANY HOLDER OF SECURED
OBLIGATIONS AND BRIGHTPOINT OR ANY SUBSIDIARY BORROWER OR GUARANTOR ARISING OUT
OF OR RELATED TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH
THIS AGREEMENT, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE,
SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING 735 ILCS
105/5-1 ET SEQ. BUT OTHERWISE WITHOUT REGARD TO THE CONFLICTS OF LAWS
PROVISIONS) AND DECISIONS OF THE STATE OF ILLINOIS.
IN WITNESS WHEREOF, the Subsidiary has duly executed and delivered this
Assumption Letter as of the date and year first above written.
BRIGHTPOINT NORTH AMERICA, INC.
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Vice President and
Secretary
Address for Notices under
the Credit Agreement:
c/o Brightpoint, Inc.
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxx and Xxxxx X. Xxxxx
Consented to:
BRIGHTPOINT, INC.
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Executive Vice President,
General Counsel and Secretary
