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EXHIBIT 10.39
PLEDGE SUPPLEMENT
Reference is hereby made to the Pledge Agreement (the "Pledge Agreement")
dated as of the 17th day of April, 1998, by and between Brightpoint, Inc. (the
"Pledgor") and The First National Bank of Chicago, whereby the Pledgor has
pledged certain capital stock of certain of its subsidiaries as collateral to
the Administrative Agent, for the ratable benefit of the Holders of Secured
Obligations, as more fully described in the Pledge Agreement. This Supplement is
a "Pledge Supplement" as defined in the Pledge Agreement and is, together with
the acknowledgments, certificates and Powers delivered herewith, subject in all
respects to the terms and provisions of the Pledge Agreement. Capitalized terms
used herein and not defined herein shall have the meanings given to them in the
Pledge Agreement, except that the term "Administrative Agent" shall mean Bank
One, Indiana, National Association, as successor to The First National Bank of
Chicago.
By its execution below, the Pledgor hereby agrees that (i) the partnership
interest of the partnership listed on the Schedule I hereto shall be pledged to
the Administrative Agent as additional collateral pursuant to Section 1.3(a) of
the Pledge Agreement, (ii) such property shall be considered Pledged Partnership
Interests under the Pledge Agreement and be a part of the Pledged Collateral
pursuant to Section 1 of the Pledge Agreement, and (iii) each such partnership
listed on the Schedule I hereto shall be considered a Pledged Subsidiary for
purposes of the Pledge Agreement.
By its execution below, the Pledgor represents and warrants that it has
full corporate power and authority to execute this Pledge Supplement and that
the representations and warranties contained in Section 5 of the Pledge
Agreement are true and correct in all respects as of the date hereof and after
taking into account the pledge of the additional Pledged Stock relating hereto.
IN WITNESS WHEREOF, the Pledgor has executed and delivered this Pledge
Supplement to the Pledge Agreement as of this 1st day of January, 2001.
BRIGHTPOINT, INC.
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Executive
Vice President and Secretary
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SCHEDULE I
TO
PLEDGE SUPPLEMENT
PLEDGED PARTNERSHIP INTERESTS
Percentage of
Partnership Interest
Owned by the Pledgor
Name Being Pledged
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Brightpoint North America L.P. 99%
