Common use of Pledged Indebtedness Clause in Contracts

Pledged Indebtedness. Initial Pledged Entity Principal Amount Issue Date Maturity Date Interest Rate -------------- ---------------- ---------- ------------- ------------- [TO BE PROVIDED BY BORROWERS] SCHEDULE II PLEDGE AMENDMENT This Pledge Amendment, dated ________________, ___ is delivered pursuant to Section 6(d) of the Pledge Agreement referred to below. All defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the Pledge Agreement. The undersigned hereby certifies that the representations and warranties in Section 5 of the Pledge Agreement are and continue to be true and correct, both as to the promissory notes, instruments and shares or interests pledged prior to this Pledge Amendment and as to the promissory notes, instruments and shares or interests pledged pursuant to this Pledge Amendment. The undersigned further agrees that this Pledge Amendment may be attached to that certain Pledge Agreement, dated ______________, 2001, between undersigned, as Pledgor, and General Electric Capital Corporation, as Agent, (the "Pledge Agreement") and that the Pledged Shares and Pledged Indebtedness listed on this Pledge Amendment shall be and become a part of the Pledged Collateral referred to in said Pledge Agreement and shall secure all Secured Obligations referred to in said Pledge Agreement. The undersigned acknowledges that any promissory notes, instruments, shares or interests not included in the Pledged Collateral at the discretion of Agent may not otherwise be pledged by Pledgor to any other Person or otherwise used as security for any obligations other than the Secured Obligations. BRIGHTPOINT, INC. By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ Name and Class Certificate Number Address of Pledgor Pledged Entity of Stock Number(s) of Shares ------------------ -------------- -------- ---------- --------- Initial Pledged Entity Principal Amount Issue Date Maturity Date Interest Rate -------------- ---------------- ---------- ------------- ------------- PLEDGE AGREEMENT This PLEDGE AGREEMENT, dated as of October 31, 2001, (together with all amendments, if any, from time to time hereto, this "Agreement") between BRIGHTPOINT NORTH AMERICA, INC., an Indiana corporation (the "Pledgor") and GENERAL ELECTRIC CAPITAL CORPORATION in its capacity as Agent for Lenders ("Agent").

Pledged Indebtedness. Initial Pledged Entity Principal Amount Issue Date Maturity Date Interest Rate -------------- ---------------- ---------- ------------- ------------- [TO BE PROVIDED BY BORROWERS] SCHEDULE II PLEDGE AMENDMENT This Pledge Amendment, dated ________________, ___ is delivered pursuant to Section 6(d) of the Pledge Agreement referred to below. All defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the Pledge Agreement. The undersigned hereby certifies that the representations and warranties in Section 5 of the Pledge Agreement are and continue to be true and correct, both as to the promissory notes, instruments and shares or interests pledged prior to this Pledge Amendment and as to the promissory notes, instruments and shares or interests pledged pursuant to this Pledge Amendment. The undersigned further agrees that this Pledge Amendment may be attached to that certain Pledge Agreement, dated ______________, 2001, between undersigned, as Pledgor, and General Electric Capital Corporation, as Agent, (the "Pledge Agreement") and that the Pledged Shares and Pledged Indebtedness listed on this Pledge Amendment shall be and become a part of the Pledged Collateral referred to in said Pledge Agreement and shall secure all Secured Obligations referred to in said Pledge Agreement. The undersigned acknowledges that any promissory notes, instruments, shares or interests not included in the Pledged Collateral at the discretion of Agent may not otherwise be pledged by Pledgor to any other Person or otherwise used as security for any obligations other than the Secured Obligations. BRIGHTPOINT, INCBRIGHTPOINT INTERNATIONAL LTD. By: --------------------------------------- ------------------------------------------ Name: ------------------------------------- ---------------------------------------- Title: ------------------------------------ --------------------------------------- Name and Class Certificate Number of Address of Pledgor Pledged Entity of Stock Number(s) of Shares Shares/Interests ------------------ -------------- -------- ---------- --------- ----------------- Initial Pledged Entity Principal Amount Issue Date Maturity Date Interest Rate -------------- ---------------- ---------- ------------- ------------- PLEDGE CONTROL AGREEMENT This PLEDGE AGREEMENT, dated as of October 31, 2001, Control Agreement (together with all amendments, if any, from time to time hereto, this the "Agreement") between BRIGHTPOINT NORTH AMERICAis entered into as of the 31st day of October, INC.2001 by and among Brightpoint North America L.P., a Delaware limited partnership (the "Pledged Entity"), General Electric Capital Corporation, a Delaware corporation, as agent for the benefit of the Lenders (the "Secured Party"), and Brightpoint North America, Inc., an Indiana corporation (the "Pledgor") and GENERAL ELECTRIC CAPITAL CORPORATION in its capacity as Agent for Lenders ("Agent").

Pledged Indebtedness. Initial Pledged Entity Principal Amount Issue Date Maturity Date Interest Rate -------------- ---------------- ---------- ------------- ------------- [TO BE PROVIDED BY BORROWERSBORROWER] SCHEDULE II PLEDGE AMENDMENT This Pledge Amendment, dated ________________, ___ is delivered pursuant to Section 6(d) of the Pledge Agreement referred to below. All defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the Pledge Agreement. The undersigned hereby certifies that the representations and warranties in Section 5 of the Pledge Agreement are and continue to be true and correct, both as to the promissory notes, instruments and shares or interests pledged prior to this Pledge Amendment and as to the promissory notes, instruments and shares or interests pledged pursuant to this Pledge Amendment. The undersigned further agrees that this Pledge Amendment may be attached to that certain Pledge Agreement, dated ______________, 2001, between undersigned, as Pledgor, and General Electric Capital Corporation, as Agent, (the "Pledge Agreement") and that the Pledged Shares and Pledged Indebtedness listed on this Pledge Amendment shall be and become a part of the Pledged Collateral referred to in said Pledge Agreement and shall secure all Secured Obligations referred to in said Pledge Agreement. The undersigned acknowledges that any promissory notes, instruments, instruments or shares or interests not included in the Pledged Collateral at the discretion of Agent may not otherwise be pledged by Pledgor to any other Person or otherwise used as security for any obligations other than the Secured Obligations. BRIGHTPOINT, INC. WIRELESS FULFILLMENT SERVICES LLC By: --------------------------------------- -------------------------------------- Name: ------------------------------------- ------------------------------------ Title: ------------------------------------ ----------------------------------- Name and Class Certificate Number Address of Pledgor Pledged Entity of Stock Number(s) of Shares ------------------ -------------- -------- ---------- --------- Initial Pledged Entity Principal Amount Issue Date Maturity Date Interest Rate -------------- ---------------- ---------- ------------- ------------- PLEDGE AGREEMENT This PLEDGE AGREEMENT, dated as of October 31, 2001, (together with all amendments, if any, from time to time hereto, this "Agreement") between BRIGHTPOINT NORTH AMERICABRIGHTPOINT, INC., an Indiana a Delaware corporation (the "Pledgor") and GENERAL ELECTRIC CAPITAL CORPORATION in its capacity as Agent for Lenders ("Agent").

Pledged Indebtedness. Initial Pledged Entity Principal Amount Issue Date Maturity Date Interest Rate -------------- ---------------- ---------- ------------- ------------- [TO BE PROVIDED BY BORROWERS] SCHEDULE II PLEDGE AMENDMENT This Pledge Amendment----------- Restriction on Company Equity Interests Schedule I - Pledged Interests and Pledged Indebtedness Schedule II - Restriction on Company Equity Interests EXHIBIT D TO THE NOTE PURCHASE AGREEMENTS FORM OF SOLVENCY CERTIFICATE OF ECONOPHONE, dated ________________INC. Econophone, ___ is delivered pursuant to Section 6(d) of Inc., a New York corporation (the Pledge Agreement referred to below. All defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the Pledge Agreement. The undersigned "COMPANY"), hereby certifies that the officer executing this Solvency Certificate, Mr. ▇▇▇▇ ▇▇▇▇, is the Chief Financial Officer of the Company and that such officer is duly authorized to execute this Certificate, which is hereby delivered on behalf of the Company pursuant to Section 3.1(i) of the Note Purchase Agreement dated as of April 24, 1997 (as amended, supplemented or otherwise modified from time to time, the "NOTE PURCHASE AGREEMENT") between the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Group Inc., as the purchaser (the "PURCHASER") of the Notes. Capitalized terms not otherwise defined in this Certificate shall have the same meanings as specified in the Note Purchase Agreement. The Company further certifies that such officer is generally familiar with the properties, businesses and assets of the Company and has carefully reviewed the Note Documents and the contents of this Certificate and, in connection herewith, has reviewed such other documentation and information and has made such investigations and inquiries as the Company and such officer deem necessary and prudent therefor. The Company further certifies that the financial information and assumptions that underlie and form the basis for the representations and warranties certifications made in Section 5 of the Pledge Agreement are this Certificate were reasonable when made and were made in good faith and continue to be true and correct, both reasonable as to of the promissory notes, instruments and shares or interests pledged prior to date of this Pledge Amendment and as to the promissory notes, instruments and shares or interests pledged pursuant to this Pledge AmendmentCertificate. The undersigned further agrees that this Pledge Amendment may be attached to that certain Pledge Agreement, dated ______________, 2001, between undersigned, as Pledgor, Company will apply the proceeds from the sale and General Electric Capital Corporation, as Agent, (the "Pledge Agreement") and that the Pledged Shares and Pledged Indebtedness listed on this Pledge Amendment shall be and become a part purchase of the Pledged Collateral referred to in said Pledge Agreement and shall secure all Secured Obligations referred to in said Pledge Agreement. The undersigned acknowledges that any promissory notes, instruments, shares or interests not included in the Pledged Collateral at the discretion of Agent may not otherwise be pledged by Pledgor to any other Person or otherwise used as security for any obligations other than the Secured Obligations. BRIGHTPOINT, INC. By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ Name and Class Certificate Number Address of Pledgor Pledged Entity of Stock Number(s) of Shares ------------------ -------------- -------- ---------- --------- Initial Pledged Entity Principal Amount Issue Date Maturity Date Interest Rate -------------- ---------------- ---------- ------------- ------------- PLEDGE AGREEMENT This PLEDGE AGREEMENT, dated as of October 31, 2001, (together with all amendments, if any, Notes from time to time heretounder the Note Purchase Agreement solely to finance Capital Expenditures of the Company and its Subsidiaries, to pay fees and expenses incurred in connection with the sale and purchase of the Notes, and for other general corporate purposes of the Company and its Subsidiaries not otherwise prohibited under the terms of the Note Documents (including, without limitation, to fund financial losses suffered from time to time by the Company and its Subsidiaries). To secure the payment of the Obligations of the Company and the other Obligors under and in respect of the Note Documents, the Shareholders of the Company (a) are pledging to the Collateral Agent, on behalf of itself and the other Secured Parties, on the date of this "Certificate, at least 49% of the combined voting power of all issued and outstanding Voting Interests in the Company owned by them, and all of the Indebtedness of the Company or any of its Subsidiaries owing from time to time to any of the Shareholders, pursuant to the terms of the Shareholder Pledge Agreements and (b) have covenanted and agreed to pledge to the Collateral Agent, on behalf of itself and the other Secured Parties, on or prior to May 24, 1997, subject to the priority of the obligations of the Company owing to NTFC and the other NTFC Lenders under the NTFC Loan Documents, all of the other issued and outstanding Company Equity Interests owned by them. The Company has covenanted and agreed with the Purchasers that, as further security for the payment of the Obligations of the Company and the other Obligors under and in respect of the Note Documents, (i) it will grant to the Collateral Agent, on behalf of itself and the other Secured Parties, on or before May 24, 1997, (A) a valid and perfected first priority lien on and security interest in (subject to Permitted Liens) all of the property and assets of the Company that are located in the United States of America and are not subject to the lien or security interest of any other Person at such time and (B) a valid and perfected second priority lien on and security interest in (subject to Permitted Liens and the lien and security interest granted to NTFC, on behalf of itself and the other NTFC Lenders, pursuant to, and on the terms and conditions set forth in, the NTFC Loan Documents) all of the property and assets of the Company that are located in the United States of America and comprise part of the NTFC Collateral, in each case in accordance with the terms of the Collateral Documents entered into in connection therewith pursuant Section 8.10(a) of the Note Purchase Agreement and the Intercreditor Agreement and (ii) if any of the Notes are outstanding at any time after October 31, 1997 then, upon the request of any of the Purchasers therefor, it will pledge up to 661/2% of the shares of the common stock of each of the Foreign Subsidiaries so requested to be pledged, in accordance with the terms of the Collateral Documents entered into in connection therewith pursuant Section 8.10(b) of the Note Purchase Agreement". The Company understands that the Purchaser is relying upon the truth and accuracy of this Certificate in connection with the sale and purchase of the Notes thereto and the other transactions contemplated by the Note Documents. The Company hereby further certifies that: 1. On the date of this Certificate, immediately before and immediately after giving effect to the Note Documents and all of the transactions contemplated thereby to occur on or about the date hereof, and assuming the sale and purchase of Notes on the date hereof in an aggregate principal amount of $15,000,000, the fair value of the property and assets of the Company and its Subsidiaries, taken as a whole, is greater than the total amount of liabilities (including contingent, subordinated, absolute, fixed, matured or unmatured and liquidated or unliquidated liabilities but excluding obligations in respect of the Series A Preferred Stock) between BRIGHTPOINT NORTH AMERICAof the Company and its Subsidiaries, INCtaken as a whole. 2. On the date of this Certificate, immediately before and immediately after giving effect to the Note Documents and all of the transactions contemplated thereby to occur on or about the date hereof, and assuming the sale and purchase of Notes on the date hereof in an Indiana corporation aggregate principal amount of $15,000,000, the present fair saleable value of the property and assets of the Company and its Subsidiaries, taken as a whole, exceeds the amount that will be required to pay the probable liabilities of the Company and its Subsidiaries, taken as a whole, on their debts as they become absolute and matured. 3. The Company does not currently intend or believe that it, either individually or together with its Subsidiaries, will incur debts and liabilities that will be beyond its ability to pay (including, without limitation, with the proceeds of indebtedness for borrowed money) as such debts and liabilities mature. 4. On the date of this Certificate, immediately before and immediately after giving effect to the Note Documents and all of the transactions contemplated thereby to occur on or about the date hereof, and assuming the sale and purchase of Notes on the date hereof in an aggregate principal amount of $15,000,000, the Company and its Subsidiaries, taken as a whole, are not engaged in business or in a transaction, and are not about to engage in business or in a transaction, for which their property and assets would constitute unreasonably small capital. 5. The Company does not intend, in consummating the sale and purchase of the Notes and the other transactions contemplated by the Note Documents, to hinder, delay or defraud either present or future creditors or any other Person to which the Company is or, on or after the date of this Certificate, will become indebted. 6. In reaching the conclusions set forth in this Certificate, the Company has considered, among other things: (a) the cash and other current assets of the Company and its Subsidiaries reflected in the unaudited consolidated balance sheet of the Company and its Subsidiaries as of September 30, 1996; (b) all contingent liabilities of the Company and its Subsidiaries, including, without limitation, any claims arising out of pending or, to the best knowledge of the undersigned, threatened litigation against the Company or any of its Subsidiaries or any of their respective property and assets and, in so doing, the Company has computed the amount of each such contingent liability as the amount that, in light of all of the facts and circumstances existing on the date hereof, represents the amount that can reasonably be expected to become an actual or matured liability (collectively, the "Pledgor") and GENERAL ELECTRIC CAPITAL CORPORATION in its capacity as Agent for Lenders ("AgentCONTINGENT LIABILITIES").;

Pledged Indebtedness. Initial Pledged Entity Principal Amount Issue Date Maturity Date Interest Rate -------------- ---------------- ---------- ------------- ------------- [TO BE PROVIDED BY BORROWERS] SCHEDULE II PLEDGE AMENDMENT This Pledge Amendment, dated ________________, ___ is delivered pursuant to Section 6(d) of the Pledge Agreement referred to below. All defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the Pledge Agreement. The undersigned hereby certifies that the representations and warranties in Section 5 of the Pledge Agreement are and continue to be true and correct, both as to the promissory notes, instruments and shares or interests pledged prior to this Pledge Amendment and as to the promissory notes, instruments and shares or interests pledged pursuant to this Pledge Amendment. The undersigned further agrees that this Pledge Amendment may be attached to that certain Pledge Agreement, dated ______________, 2001, between undersigned, as Pledgor, and General Electric Capital Corporation, as Agent, (the "Pledge Agreement") and that the Pledged Shares and Pledged Indebtedness listed on this Pledge Amendment shall be and become a part of the Pledged Collateral referred to in said Pledge Agreement and shall secure all Secured Obligations referred to in said Pledge Agreement. The undersigned acknowledges that any promissory notes, instruments, instruments or shares or interests not included in the Pledged Collateral at the discretion of Agent may not otherwise be pledged by Pledgor to any other Person or otherwise used as security for any obligations other than the Secured Obligations. BRIGHTPOINTBRIGHTPOINT NORTH AMERICA L.P. By: BRIGHTPOINT NORTH AMERICA, INC. ., its general partner By: --------------------------------------- -------------------------------------------- Name: ------------------------------------- ------------------------------------------ Title: ------------------------------------ ----------------------------------------- Name and Class Certificate Number Address of Pledgor Pledged Entity of Stock Number(s) of Shares ------------------ -------------- -------- ---------- --------- Initial Pledged Entity Principal Amount Issue Date Maturity Date Interest Rate -------------- ---------------- ---------- ------------- ------------- PLEDGE AGREEMENT This PLEDGE AGREEMENT, dated as of October 31, 2001, (together with all amendments, if any, from time to time hereto, this "Agreement") between BRIGHTPOINT NORTH AMERICAWIRELESS FULFILLMENT SERVICES LLC, INC., an Indiana corporation a California limited liability company (the "Pledgor") and GENERAL ELECTRIC CAPITAL CORPORATION in its capacity as Agent for Lenders ("Agent").

Pledged Indebtedness. Initial Pledged Entity Principal Amount Issue Date Maturity Date Interest Rate -------------- ---------------- ---------- ------------- ------------- UT Holdings, Borrower, The aggregate unpaid August 15, 2000 None UT Logistics, UT amount of all advances, Vanguard, UT Brokerage indebtedness, loans, payments and other extensions of credit and obligations made by Holder to Company, or otherwise owing by Company to Holder from time to time, as set forth on the Books and Records of Holder. [TO BE PROVIDED BY BORROWERSPLEDGORS] SCHEDULE II PLEDGE AMENDMENT This Pledge Amendment, dated as of ______________ ___, ___ is delivered pursuant to Section 6(d) of the Pledge Agreement referred to below. All defined terms herein shall have the meanings ascribed assigned thereto or incorporated by reference in the Pledge Agreement. The undersigned hereby certifies that the representations and warranties in Section 5 of the Pledge Agreement are and continue to be true and correct, both as to the promissory notes, instruments other Instruments and shares or interests pledged prior to this Pledge Amendment and as to the promissory notes, instruments other Instruments and shares or interests pledged pursuant to this Pledge Amendment. The undersigned further agrees that this Pledge Amendment may be attached to that certain Pledge Agreement dated as of August 15, 2000 (the "Pledge Agreement"), dated ______________by and among Union-Transport Corporation, 2001Union-Transport (U.S.) Holdings, between undersignedInc., Union-Transport Brokerage Corporation, UT Services, Inc., Union-Transport Logistics Inc., and Vanguard Cargo Systems, Inc., as Pledgor, Pledgors; and General Electric Capital Corporation, as Agent, (the "Pledge Agreement") and that the Pledged Shares and Pledged Indebtedness listed on in this Pledge Amendment shall be and become a part of the Pledged Collateral referred to in said the Pledge Agreement and shall secure all Secured Obligations referred to in said the Pledge Agreement. The undersigned acknowledges that any promissory notes, instruments, other Instruments or shares or interests not included in the Pledged Collateral at the discretion of Agent may not otherwise be pledged by Pledgor to any other Person or otherwise be used as security for any obligations other than the Secured Obligations. BRIGHTPOINT, INC. "PLEDGOR" [ ] By: --------------------------------------- ------------------------------------ Name: ------------------------------------- ---------------------------------- Title: ------------------------------------ Name and Class Certificate Number Address of Pledgor Pledged Entity of Stock Number(s) of Shares ------------------ -------------- -------- ---------- --------- Initial Pledged Entity Principal Amount Issue Date Maturity Date Interest Rate -------------- ---------------- ---------- ------------- ------------- PLEDGE AGREEMENT This PLEDGE AGREEMENT, dated as of October 31, 2001, (together with all amendments, if any, from time to time hereto, this "Agreement") between BRIGHTPOINT NORTH AMERICA, INC., an Indiana corporation (the "Pledgor") and GENERAL ELECTRIC CAPITAL CORPORATION in its capacity as Agent for Lenders ("Agent").--------------------------------- PLEDGED SHARES

Pledged Indebtedness. Initial Pledged Entity Principal Amount Issue Date Maturity Date Interest Rate -------------- ---------------- ---------- ------------- ------------- [TO BE PROVIDED BY BORROWERS] SCHEDULE II PLEDGE AMENDMENT This Pledge Amendment, dated ________________, ___ is delivered pursuant to Section 6(d) of the Pledge Agreement referred to below. All defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the Pledge Agreement. The undersigned hereby certifies that the representations and warranties in Section 5 of the Pledge Agreement are and continue to be true and correct, both as to the promissory notes, instruments and shares or interests pledged prior to this Pledge Amendment and as to the promissory notes, instruments and shares or interests pledged pursuant to this Pledge Amendment. The undersigned further agrees that this Pledge Amendment may be attached to that certain Pledge Agreement, dated ______________, 2001, between undersigned, as Pledgor, and General Electric Capital Corporation, as Agent, (the "Pledge Agreement") and that the Pledged Shares and Pledged Indebtedness listed on this Pledge Amendment shall be and become a part of the Pledged Collateral referred to in said Pledge Agreement and shall secure all Secured Obligations referred to in said Pledge Agreement. The undersigned acknowledges that any promissory notes, instruments, shares or interests not included in the Pledged Collateral at the discretion of Agent may not otherwise be pledged by Pledgor to any other Person or otherwise used as security for any obligations other than the Secured Obligations. BRIGHTPOINTBRIGHTPOINT NORTH AMERICA, INC. By: --------------------------------------- ---------------------------------------- Name: ------------------------------------- -------------------------------------- Title: ------------------------------------ ------------------------------------- Name and Class Certificate Number of Address of Pledgor Pledged Entity of Stock Number(s) of Shares Shares/Interests ------------------ -------------- -------- ---------- --------- ----------------- Initial Pledged Entity Principal Amount Issue Date Maturity Date Interest Rate -------------- ---------------- ---------- ------------- ------------- PLEDGE AGREEMENT This PLEDGE AGREEMENT, dated as of October 31, 2001, (together with all amendments, if any, from time to time hereto, this "Agreement") between BRIGHTPOINT NORTH AMERICAWIRELESS FULFILLMENT SERVICES HOLDINGS, INC., an Indiana a Delaware corporation (the "Pledgor") and GENERAL ELECTRIC CAPITAL CORPORATION in its capacity as Agent for Lenders ("Agent").

Pledged Indebtedness. Initial Pledged Entity Principal Amount Issue Date Maturity Date Interest Rate -------------- ---------------- ---------- ------------- ------------- [TO BE PROVIDED BY BORROWERS] SCHEDULE II PLEDGE AMENDMENT This Pledge Amendment, dated ________________, ___ is delivered pursuant to Section 6(d) of the Pledge Agreement referred to below. All defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the Pledge Agreement. The undersigned hereby certifies that the representations and warranties in Section 5 of the Pledge Agreement are and continue to be true and correct, both as to the promissory notes, instruments and shares or interests pledged prior to this Pledge Amendment and as to the promissory notes, instruments and shares or interests pledged pursuant to this Pledge Amendment. The undersigned further agrees that this Pledge Amendment may be attached to that certain Pledge Agreement, dated ______________, 2001, between undersigned, as Pledgor, and General Electric Capital Corporation, as Agent, (the "Pledge Agreement") and that the Pledged Shares and Pledged Indebtedness listed on this Pledge Amendment shall be and become a part of the Pledged Collateral referred to in said Pledge Agreement and shall secure all Secured Obligations referred to in said Pledge Agreement. The undersigned acknowledges that any promissory notes, instruments, shares or interests not included in the Pledged Collateral at the discretion of Agent may not otherwise be pledged by Pledgor to any other Person or otherwise used as security for any obligations other than the Secured Obligations. BRIGHTPOINTWIRELESS FULFILLMENT SERVICES HOLDINGS, INC. By: --------------------------------------- ----------------------------------------- Name: ------------------------------------- --------------------------------------- Title: ------------------------------------ -------------------------------------- Name and Class Certificate Number of Address of Pledgor Pledged Entity of Stock Number(s) of Shares Shares/Interests ------------------ -------------- -------- ---------- --------- ----------------- Initial Pledged Entity Principal Amount Issue Date Maturity Date Interest Rate -------------- ---------------- ---------- ------------- ------------- PLEDGE AGREEMENT This PLEDGE AGREEMENT, dated as of October 31, 2001, (together with all amendments, if any, from time to time hereto, this "Agreement") between BRIGHTPOINT NORTH AMERICA, INCINTERNATIONAL LTD., an Indiana a Delaware corporation (the "Pledgor") and GENERAL ELECTRIC CAPITAL CORPORATION in its capacity as Agent for Lenders ("Agent").