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EXECUTION COPY
AMENDMENT NO. 3
TO MULTICURRENCY CREDIT AGREEMENT
Dated as of March 20, 1998
THIS AMENDMENT NO. 3 TO MULTICURRENCY CREDIT AGREEMENT ("AMENDMENT") is
made as of March 20, 1998 by and among BRIGHTPOINT, INC. ("BRIGHTPOINT"),
BRIGHTPOINT INTERNATIONAL LTD., the subsidiary borrowers from time to time
party thereto (collectively, the "BORROWERS"), the guarantors from time to time
party thereto (the "GUARANTORS"), the financial institutions listed on the
signature pages hereof as lenders (the "LENDERS"), BANK ONE, INDIANA, NATIONAL
ASSOCIATION, in its individual capacity as a Lender and as syndication agent
(the "SYNDICATION AGENT"), and THE FIRST NATIONAL BANK OF CHICAGO, in its
individual capacity as a Lender and as administrative agent (the
"ADMINISTRATIVE AGENT"; and together with the Syndication Agent, the "AGENTS")
on behalf of the Lenders under that certain Multicurrency Credit Agreement
dated as of June 24, 1997 by and among the Borrowers, the Guarantors, the
Lenders and the Agents, as amended by that certain Waiver and Amendment No. 1
dated as of November 15, 1997, that certain Amendment No. 2 dated as of
February 25, 1998, and by the letter agreement dated August 8, 1997, (as so
modified, and as further amended, modified or restated, the "CREDIT
AGREEMENT"). Defined terms used herein and not otherwise defined herein shall
have the meaning given to them in the Credit Agreement.
WITNESSETH
WHEREAS, the Borrowers, the Guarantors, the Lenders and the Agents are
parties to the Credit Agreement;
WHEREAS, the Borrowers have requested that the Lenders amend the Credit
Agreement in certain respects; and
WHEREAS, the Lenders and the Agents are willing to amend the Credit
Agreement on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the
terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Borrowers, the Guarantors, the Lenders and the Agents have agreed to the
following amendments to the Credit Agreement.
1. Amendments to Credit Agreement. Effective as of the date hereof and
subject to the satisfaction of the conditions precedent set forth in Section 2
below, the Credit Agreement is hereby amended as follows:
1.1. Applicable Margins. The pricing grid used to determine the
"Applicable Margins", "Applicable Facility Fee" and "Applicable Letter of
Credit Fee" as set forth in Section 2.8(b) (i) of the Credit Agreement shall
be amended and restated to read as follows:
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Level I Level II Level III Level IV Level V
Leverage Ratio 4.00 to 1.00 > 4.00 to 1.00 3.00 to 1.00 > 2.00 to 1.00 1.00 to 1.00
and and and
3.00 to 1.00 2.00 to 1.00 > 1.00 to 1.00
Applicable Facility
Fee 0.25% 0.20% 0.15% 0.125% 0.10%
Applicable Fixed
Rate Margin 1.125% 0.925% 0.725% 0.50% 0.40%
Applicable Floating
Rate Margin 0% 0% 0% 0% 0%
Applicable Letter
of Credit Fee 1.125% 0.925% 0.725% 0.50% 0.40%
1.2. Section 6.4 (D) of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:
(D) Maximum Leverage and Senior Debt Ratios.
(1) Brightpoint shall not permit the ratio ("LEVERAGE RATIO") of (i)
the sum of (a) Indebtedness of Brightpoint and its consolidated
Subsidiaries for borrowed money and (b) Capitalized Lease Obligations to
(ii) EBITDA to be greater than 5.00 to 1.00 at the end of each fiscal
quarter ending on or after December 31, 1997 through and including
December 31, 1998 and 4.50 to 1.00 at the end of each fiscal quarter
thereafter. The Leverage Ratio shall be calculated, in each case,
determined as of the last day of each fiscal quarter based upon (A) for
Indebtedness (including Permitted Subordinated Indebtedness),
Indebtedness as of the last day of each such fiscal quarter; and (B) for
EBITDA, the actual amount for the two-quarter period ending on such day
times two.
(2) Brightpoint shall not permit the ratio ("SENIOR DEBT RATIO") of
(i) the sum of (a) Indebtedness other than the Permitted Subordinated
Indebtedness of Brightpoint and its consolidated Subsidiaries for
borrowed money and (b) Capitalized Lease Obligations to (ii) EBITDA to be
greater than 3.50 to 1.00 at the end of each fiscal quarter ending on or
after December 31, 1997. The Senior Debt Ratio shall be calculated, in
each case, determined as of the last day of each fiscal quarter based
upon (A) for Indebtedness, Indebtedness other than the Permitted
Subordinated Indebtedness as of the last day of each such fiscal quarter;
and (B) for EBITDA, the actual amount for the two-quarter period ending
on such day times two.
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1.3 Section 6.4 (E) of the Credit Agreement is hereby amended and restated
to read in its entirety as follows:
(E) Current Asset Coverage Ratio. Brightpoint shall maintain a ratio
("CURRENT ASSET COVERAGE RATIO") of (i) the sum of (a) Receivables (including
Receivables generated through contract financing engaged in by Brightpoint, but
excluding Receivables owing from any consolidated Subsidiary), (b) Inventory
(excluding any Inventory held with respect to contract financing engaged in by
Brightpoint) and (c) cash and Cash Equivalents in each case maintained by
Brightpoint and BPI in the United States to (ii) the sum of (a) Indebtedness
other than Permitted Subordinated Indebtedness of Brightpoint and its
consolidated Subsidiaries for borrowed money and (b) Capitalized Lease
Obligations to be greater than 0.75 to 1.00 at the end of any fiscal quarter.
2. Conditions of Effectiveness. This Amendment shall become effective and
be deemed effective as of the date hereof, if, and only if, the Administrative
Agent shall have received each of the following:
(a) duly executed originals of this Amendment from the Borrowers,
the Guarantors and each of the Lenders; and
(b) such other documents, instruments and agreements as the
Administrative Agent may reasonably request.
3. Representations and Warranties of the Borrowers. As of the
effectiveness of this Amendment, the Borrowers hereby represent and warrant:
(a) This Amendment and the Credit Agreement as previously executed and as
amended hereby, constitute legal, valid and binding obligations of the
Borrowers and are enforceable against the Borrowers in accordance with their
terms.
(b) Upon the effectiveness of this Amendment, the Borrowers hereby
reaffirm all representations and warranties made in the Credit Agreement and
other Loan Documents, and agree that all such representations and warranties
shall be deemed to have been remade as of the effective date of this Amendment.
5. Reference to the Effect on the Credit Agreement.
(a) Upon the effectiveness of Section 1 hereof, on and after the date
hereof, each reference in the Credit Agreement to "this Agreement,"
"hereunder," "hereof," "herein" or words of like import shall mean and be a
reference to the Credit Agreement, as amended previously and as amended hereby.
(b) Except as specifically amended above, the Credit Agreement and all
other documents, instruments and agreements executed and/or delivered in
connection therewith shall remain in full force and effect, and are hereby
ratified and confirmed.
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(c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of the Administrative Agent or any of the Lenders, nor
constitute a waiver of any provision of the Credit Agreement or any other
documents, instruments and agreements executed and/or delivered in connection
therewith.
6. Costs and Expenses. The Borrowers agree to pay all reasonable costs,
fees and out-of-pocket expenses (including attorneys' fees and expenses charged
to the Administrative Agent) incurred by the Administrative Agent in connection
with the preparation, arrangement, execution and enforcement of this Amendment.
7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICT OF LAW
PROVISIONS) OF THE STATE OF ILLINOIS.
8. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
9. Counterparts. This Amendment may be executed by one or more of the
parties to the Amendment on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
10. No Strict Construction. The parties hereto have participated jointly
in the negotiation and drafting of this Amendment, the Credit Agreement and the
other Loan Documents. In the event an ambiguity or question of intent or
interpretation arises, this Amendment, the Credit Agreement and the other Loan
Documents shall be construed as if drafted jointly by the parties hereto and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Amendment, the Credit
Agreement or any of the other Loan Documents.
11. Reaffirmation of Guaranties and other Loan Documents. Each of the
Guarantors, without in any way establishing a course of dealing, as evidenced
by its signature below, hereby consents to the execution and delivery of this
Amendment by the parties hereto, (ii) agrees that this Amendment shall not
limit or diminish the obligations of such Guarantor under the Credit Agreement
or any other Loan Documents, (iii) reaffirms its obligations under the Credit
Agreement and other Loan Documents, and (iv) agrees that such obligations
remain in full force and effect and is hereby ratified and confirmed.
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IN WITNESS WHEREOF, this Amendment has been duly executed as of the day
and year first above written.
BRIGHTPOINT, INC.
as a Borrower and Guarantor
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: E.V.P. General Counsel and
Secretary
BRIGHTPOINT INTERNATIONAL LTD.
as a Borrower and Guarantor
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: E.V.P. General Counsel and
Secretary
BRIGHTPOINT (UK) LIMITED,
as a Subsidiary Borrower and Guarantor
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Signatory
BRIGHTPOINT AUSTRALIA PTY. LIMITED,
as a Subsidiary Borrower and Guarantor
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Signatory
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BRIGHTPOINT CHINA LIMITED,
as a Subsidiary Borrower and Guarantor
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Signatory
BRIGHTPOINT EMA LIMITED,
as a Guarantor
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Signatory
BRIGHTPOINT AUSTRALASIA PTY. LIMITED,
as a Guarantor
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Signatory
BRIGHTPOINT INTERNATIONAL (ASIA
PACIFIC) PTE LTD., as a Guarantor
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Signatory
BRIGHTPOINT F.S.C. INC.,
as a Guarantor
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Signatory
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RPS INDUSTRIES COMPANY LIMITED,
as a Guarantor
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Signatory
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THE FIRST NATIONAL BANK OF CHICAGO
as the Administrative Agent, an
Issuing Lender, the Swing Line Lender,
an Alternate Currency Agent and
as a Lender
By: /s/
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Name:
Title:
BANK ONE, INDIANA, NATIONAL ASSOCIATION
as the Syndication Agent, an Issuing
Lender and as a Lender
By: /s/
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Name:
Title:
BANK BOSTON, N.A.
as a Lender
By: /s/
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Name:
Title:
CORESTATES BANK, N.A.
as a Lender
By: /s/
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Name:
Title:
SUNTRUST BANK OF CENTRAL FLORIDA,
NATIONAL ASSOCIATION
as a Lender
By: /s/
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Name:
Title:
THE BANK OF NOVA SCOTIA
as a Lender
By: /s/
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Name:
Title:
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CREDIT LYONNAIS CHICAGO BRANCH
as a Lender
By: /s/
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Name:
Title:
THE BANK OF TOKYO-MITSUBISHI, LTD.
CHICAGO BRANCH
as a Lender
By: /s/
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Name:
Title:
THE FUJI BANK, LIMITED
as a Lender
By: /s/
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Name:
Title: