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BRIGHTPOINT, INC.
$335,000,000 LIQUID YIELD OPTION(TM) NOTES DUE 2018
(ZERO COUPON--SUBORDINATED)
PRICING AGREEMENT
March 5, 1998
XXXXXXX XXXXX & CO.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
Xxxxxxx Xxxxx World Headquarters
North Tower
World Financial Center
000 Xxxxx Xxxxxx
Xxx Xxxx, X.X. 10281-1209
Dear Sirs:
Reference is made to the Purchase Agreement dated March 5, 1998 (the
"Purchase Agreement") relating to the purchase by Xxxxxxx Xxxxx & Co., Xxxxxxx
Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated (the "Initial Purchaser") of the
above Liquid Yield Option(TM) Notes due 2018 (Zero Coupon--Subordinated) (the
"Securities") of Brightpoint, Inc. (the "Company").
Pursuant to Section 2 of the Purchase Agreement, the Company agrees with
the Initial Purchaser as follows:
1. The initial offering price per $1,000 principal amount at maturity of
the Securities, determined as provided in such Section 2, shall be $452.89,
which represents a yield to maturity of 4% per annum (computed on a semi-annual
bond equivalent basis).
2. The initial conversion rate of the Securities shall be 19.109 shares of
the Company's Common Stock, par value $0.01 per share, per $1,000 principal
amount at maturity of the Securities.
3. Prior to March 11, 2003, the Securities will not be redeemable.
4. The purchase price per $1,000 principal amount at maturity of the
Securities to be paid by the Initial Purchaser shall be $439.31, being an
amount equal to the initial offering price set forth above, less $13.58 per
$1,000 principal amount at maturity of the Securities.
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5. The redemption prices to be supplied on page 48 of the Offering
Memorandum (and correspondingly in the Indenture) shall be:
Accrued Original
Issue Discount
Redemption Date LYON Issue Price at 4% Redemption Price
--------------- ---------------- ----------------- ---------------------
March 11, 2003 .................... $452.89 $ 99.18 $ 552.07
March 11, 2004 .................... 452.89 121.48 574.37
March 11, 2005 .................... 452.89 144.69 597.58
March 11, 2006 .................... 452.89 168.83 621.72
March 11, 2007 .................... 452.89 193.95 646.84
March 11, 2008 .................... 452.89 220.08 672.97
March 11, 2009 .................... 452.89 247.27 700.16
March 11, 2010 .................... 452.89 275.56 728.45
March 11, 2011 .................... 452.89 304.98 757.87
March 11, 2012 .................... 452.89 335.60 788.49
March 11, 2013 .................... 452.89 367.46 820.35
March 11, 2014 .................... 452.89 400.60 853.49
March 11, 2015 .................... 452.89 435.08 887.97
March 11, 2016 .................... 452.89 470.96 923.85
March 11, 2017 .................... 452.89 508.28 964.17
At Maturity .................... 452.89 547.11 1,000.00
6. The Purchase Dates and Purchase Prices to be inserted on the cover page
of the Offering Memorandum shall be:
Purchase Date Purchase Price
--------------- ----------------
March 11, 2003 $552.07
March 11, 2008 672.97
March 11, 2013 820.35
7. The prices referred to in paragraphs 5 and 6 above are subject to
adjustment upon the occurrence of a Tax Event and the subsequent conversion of
the Securities to semiannual coupon notes in the manner specified in the
Offering Memorandum.
The Company represents and warrants to the Initial Purchaser that the
representations and warranties of the Company set forth in Section 1 of the
Purchase Agreement are accurate as though expressly made at and as of the date
hereof.
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This Agreement shall be governed by the laws of the State of New York.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof,
whereupon this instrument, along with all counterparts, will become a binding
agreement between the Initial Purchaser and the Company in accordance with its
terms.
Very truly yours,
BRIGHTPOINT, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Its: Chairman of the Board
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and Chief Executive Officer
CONFIRMED AND ACCEPTED,
as of the date first above written:
XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX
INCORPORATED
By: /s/ Xxxxxxx X. X'Xxxxx
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Vice President
