Common use of Letter of Credit Facility Clause in Contracts

Letter of Credit Facility. So long as no Default hereunder has occurred, the Bank shall make available to the Borrower and its Subsidiaries a credit facility within the Commitment (the "Letter of Credit Facility") whereby the Bank will issue up to an aggregate of Ten Million Dollars ($10,000,000.00) against amounts available under the Revolving Line of Credit Facility, of letters of credit (a "Letter of Credit") for the Borrower's or one of its Subsidiaries' account with an expiration date on any specific Letter of Credit no later than the Termination Date, unless the Bank chooses to issue a Letter of Credit to expire after the Termination Date. The individual Letters of Credit shall be issued in accordance with the Bank's customary practices at the time of issuance, utilizing documentation prevailing at such times and, if drawn upon, amounts paid thereon will be repaid upon demand by the Borrower (and, if applicable, its Subsidiary for whose account the Letter of Credit was issued) in full reimbursement to the Bank of all such amounts drawn upon under any or all Letters of Credit, pursuant hereto, or to such additional reimbursement obligations as may be contained in any documentation executed by the Borrower in conjunction with the issuance of such Letter(s) of Credit. To the extent repayment of such amounts as are reimbursable to the Bank for such drawings against Letters of Credit is not immediately made, the amount of such drawings shall be charged as Revolving Line of Credit Loans. The amount of outstanding commitments under issued Letters of Credit plus the aggregate amounts drawn under any Letters of Credit and not reimbursed by the Borrower to the Bank shall reduce availability under the Revolving Line of Credit Facility. This Letter of Credit Facility will be made available to those Subsidiaries of Borrower listed in the attached Exhibit "C" as well as to Borrower and Borrower's reimbursement obligations described herein shall apply regardless of whether Borrower or one of its Subsidiaries is the account party of a particular Letter of Credit.

Letter of Credit Facility. So long as no Default hereunder has occurred(i) As part of its agreement to extend Revolving Credit Advances, the Bank shall make available Lenders have agreed that STB will issue to the third-party beneficiaries on behalf of Borrower and and/or its Subsidiaries a credit facility within standby Letters of Credit in the Commitment (the "maximum aggregate face amounts of up to $5,000,000 outstanding at any time. The issuance of any Letter of Credit Facility") whereby shall reduce Borrower's ability to receive Revolving Credit Advances by an amount equal to the Bank will issue up to an aggregate face amount of Ten Million Dollars ($10,000,000.00) against amounts available under the Revolving Line of Credit Facility, of letters of credit (a "such outstanding Letter of Credit") for the Borrower's or one of its Subsidiaries' account with an expiration date on . Additionally, any specific Letter of Credit no later than the Termination Date, unless the Bank chooses to issue payment by STB under a Letter of Credit shall, as long as the Revolving Credit Loan Commitments are still in effect and have not been prepaid in whole and terminated, be treated as an Advance under the Revolving Credit Loan Commitments, and the terms and provisions of repayment shall be as set forth in the Revolving Credit Note. Subject to expire after and upon the terms and conditions herein set forth, until the Revolving Credit Termination Date. The individual , Borrower may request from time to time that STB issue standby Letters of Credit for the account of Borrower or any Subsidiary of Borrower. Borrower shall deliver to STB any information regarding the requested Letter of Credit as STB may reasonably request, and shall, and shall cause its applicable Subsidiary to, execute an Application and Agreement for Standby Letter of Credit in the customary form approved by STB (for all purposes of this Agreement, to the extent any such application and agreement contains any terms inconsistent with this Agreement, the provisions of this Agreement shall govern). STB shall issue and deliver to the Borrower or such Subsidiary, as the case may be, or the beneficiary, each Letter of Credit so requested within three Business Days of submission of such completed application, and such other requested information, in each case. The language of the Letter of Credit, including the requirements for a draw thereunder shall be issued in accordance subject to the reasonable approval of STB. Borrower shall be jointly and severally liable with the Bank's customary practices at the time of issuance, utilizing documentation prevailing at such times and, if drawn upon, amounts paid thereon will be repaid upon demand by the Borrower (and, if applicable, its Subsidiary for whose account the Letter of Credit was issued) in full reimbursement to the Bank is issued for payment of all such amounts drawn upon under any or all Letters of Credit, pursuant hereto, or to such additional reimbursement obligations as may be contained owing in any documentation executed by the Borrower in conjunction connection with the issuance of such Letter(s) of Credit. To the extent repayment of such amounts as are reimbursable to the Bank for such drawings against Letters of Credit is not immediately made, the amount of such drawings shall be charged as Revolving Line of Credit Loans. The amount of outstanding commitments under issued Letters of Credit plus the aggregate amounts drawn under any Letters of Credit and not reimbursed by the Borrower to the Bank shall reduce availability under the Revolving Line of Credit Facility. This Letter of Credit Facility will be made available to those Subsidiaries of Borrower listed in the attached Exhibit "C" as well as to Borrower and Borrower's reimbursement obligations described herein shall apply regardless of whether Borrower or one of its Subsidiaries is the account party of a particular Letter of Credit.

Letter of Credit Facility. So long as no Default hereunder has occurredSECTION 3.1 L/C COMMITMENT. Subject to the terms and conditions (including without limitation SECTION 4.4) of this Agreement, the Bank shall make available Issuing Lender, in reliance on the agreements of the other Lenders set forth in SECTION 3.4(a), agrees to the Borrower and its Subsidiaries a credit facility within the Commitment (the "Letter of Credit Facility") whereby the Bank will issue up to an aggregate of Ten Million Dollars ($10,000,000.00) against amounts available under the Revolving Line of Credit Facility, of standby letters of credit (a "Letter of CreditLETTERS OF CREDIT") for the Borrower's account of the Borrower on any Business Day from the Closing Date to, but not including, the Termination Date in such form as may be approved from time to time by the Issuing Lender; PROVIDED, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Commitment or one (b) the aggregate principal amount of outstanding Revolving Credit Loans, PLUS the aggregate principal amount of outstanding Swingline Loans, PLUS the aggregate amount of L/C Obligations would exceed the Revolving Credit Commitment LESS the Liquidity Reserve Amount and the Blocked Portion. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $1,000,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries' account with an expiration , contingent or otherwise, incurred in the ordinary course of business, (iii) have a term of no more than one year, (iv) expire on a date on any specific Letter of Credit no not later than the Termination DateDate and that is otherwise satisfactory to the Issuing Lender and (v) be subject to the Uniform Customs and/or ISP 98, unless as set forth in the Bank chooses Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. The Issuing Lender shall not at any time be obligated to issue a any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to expire after the Termination Dateexceed any limits imposed by, any Applicable Law. The individual References herein to "issue" and derivations thereof with respect to Letters of Credit shall be issued in accordance with the Bank's customary practices at the time also include extensions or modifications of issuance, utilizing documentation prevailing at such times and, if drawn upon, amounts paid thereon will be repaid upon demand by the Borrower (and, if applicable, its Subsidiary for whose account the Letter of Credit was issued) in full reimbursement to the Bank of all such amounts drawn upon under any or all existing Letters of Credit, pursuant hereto, or to such additional reimbursement obligations as may be contained in any documentation executed by unless the Borrower in conjunction with the issuance of such Letter(s) of Credit. To the extent repayment of such amounts as are reimbursable to the Bank for such drawings against Letters of Credit is not immediately made, the amount of such drawings shall be charged as Revolving Line of Credit Loans. The amount of outstanding commitments under issued Letters of Credit plus the aggregate amounts drawn under any Letters of Credit and not reimbursed by the Borrower to the Bank shall reduce availability under the Revolving Line of Credit Facility. This Letter of Credit Facility will be made available to those Subsidiaries of Borrower listed in the attached Exhibit "C" as well as to Borrower and Borrower's reimbursement obligations described herein shall apply regardless of whether Borrower or one of its Subsidiaries is the account party of a particular Letter of Creditcontext otherwise requires.

Letter of Credit Facility. So long Issuance of Letters of Credit. Borrowers acknowledge and agree that, as no Default hereunder has occurredof the Closing Date, the “Letters of Credit” listed on Schedule 2.2.1 have been issued and are outstanding under the Initial Loan Agreement. On the Closing Date, such “Letters of Credit” automatically, and without any action on the part of any Person, shall be deemed to be Letters of Credit issued hereunder for all purposes. Issuing Bank shall make available issue Letters of Credit from time to time until 30 days prior to the Borrower and its Subsidiaries a credit facility within Revolver Termination Date (or until the Commitment Termination Date, if earlier), on the terms set forth herein, including the following: (the "a) Each Borrower acknowledges that Issuing Bank’s issuance of any Letter of Credit Facility") whereby is conditioned upon Issuing Bank’s receipt of a LC Application with respect to the Bank will issue up to an aggregate of Ten Million Dollars ($10,000,000.00) against amounts available under the Revolving Line of Credit Facility, of letters of credit (a "requested Letter of Credit") , as well as such other instruments and agreements as Issuing Bank may customarily require for the Borrower's or one issuance of its Subsidiaries' account with an expiration date on a letter of credit of similar type and amount. Issuing Bank shall have no obligation to issue any specific Letter of Credit no later than unless (i) Issuing Bank receives a LC Request and LC Application at least three Business Days prior to the Termination Daterequested date of issuance; (ii) each LC Condition is satisfied; and (iii) if a Defaulting Lender exists, unless such Lender or Borrowers have entered into arrangements satisfactory to Agent and Issuing Bank to eliminate any Fronting Exposure associated with such Lender. If, in sufficient time to act, Issuing Bank receives written notice from Required Lenders that a LC Condition has not been satisfied, Issuing Bank shall not issue the requested Letter of Credit. Prior to receipt of any such notice, Issuing Bank chooses shall not be deemed to issue have knowledge of any failure of LC Conditions. (b) Letters of Credit may be requested by a Borrower to support obligations incurred in the Ordinary Course of Business, or as otherwise approved by Agent. The renewal or extension of any Letter of Credit shall be treated as the issuance of a new Letter of Credit, except that delivery of a new LC Application shall be required at the discretion of Issuing Bank. (c) Borrowers assume all risks of the acts, omissions or misuses of any Letter of Credit by the beneficiary. In connection with issuance of any Letter of Credit, none of Agent, Issuing Bank or any Lender shall be responsible for the existence, character, quality, quantity, condition, packing, value or delivery of any goods purported to be represented by any Documents; any differences or variation in the character, quality, quantity, condition, packing, value or delivery of any goods from that expressed in any Documents; the form, validity, sufficiency, accuracy, genuineness or legal effect of any Documents or of any endorsements thereon; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure to ship, any goods referred to in a Letter of Credit to expire after or Documents; any deviation from instructions, delay, default or fraud by any shipper or other Person in connection with any goods, shipment or delivery; any breach of contract between a shipper or vendor and a Borrower; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the Termination Date. The individual Letters misapplication by a beneficiary of Credit shall be issued in accordance with the Bank's customary practices at the time of issuance, utilizing documentation prevailing at such times and, if drawn upon, amounts paid thereon will be repaid upon demand by the Borrower (and, if applicable, its Subsidiary for whose account the any Letter of Credit was issued) in full reimbursement to or the Bank proceeds thereof; or any consequences arising from causes beyond the control of all such amounts drawn upon under Issuing Bank, Agent or any Lender, including any act or all Letters omission of Credit, pursuant hereto, or to such additional reimbursement obligations as may be contained in any documentation executed by the Borrower in conjunction with the issuance of such Letter(s) of Credit. To the extent repayment of such amounts as are reimbursable to the Bank for such drawings against Letters of Credit is not immediately made, the amount of such drawings shall be charged as Revolving Line of Credit Loansa Governmental Authority. The amount rights and remedies of outstanding commitments under issued Letters of Credit plus the aggregate amounts drawn under any Letters of Credit and not reimbursed by the Borrower to the Issuing Bank shall reduce availability under the Revolving Line of Credit Facility. This Letter of Credit Facility will be made available to those Subsidiaries of Borrower listed in the attached Exhibit "C" as well as to Borrower and Borrower's reimbursement obligations described herein Loan Documents shall apply regardless of whether Borrower or one of its Subsidiaries is the account party of a particular Letter of Credit.be

Letter of Credit Facility. So long The Borrower may request, by the submission of an Application Form, that the Issuer issue Standby Letters of Credit, for its own account or for the account of any designee of the Borrower acceptable to the Issuer (the Borrower or such designee, as no Default hereunder has occurredapplicable, the Bank “Applicant”; provided that, for the avoidance of doubt, the Borrower shall make available remain primarily liable to the Issuer hereunder for payment and reimbursement of all Obligations payable in respect of any Standby Letter of Credit issued hereunder) during the period commencing on the date hereof and expiring on the earlier to occur of (x) May [__], 2019, (y) the termination or satisfaction of the commitments or obligations under the Revolving Credit Agreement and (z) in the event the Issuer delivers to the Borrower a written notice of termination of the Issuer’s obligations hereunder, the termination date specified in such written notice; provided that, unless an Event of Default shall have occurred and its Subsidiaries be continuing, such termination date shall be not less than sixty (60) days after the delivery of such written notice. The Issuer agrees to issue Standby Letters of Credit prior to the date of termination of the Issuer’s obligations hereunder in accordance with and subject to the terms and conditions hereof, including the satisfaction of each of the conditions set forth in Section 3 with respect to each requested issuance of a credit facility within the Commitment (the "Standby Letter of Credit. No Standby Letter of Credit Facility") whereby the Bank will issue up to may have an aggregate expiration date (including expiration under any automatic renewal of Ten Million Dollars ($10,000,000.00) against amounts available under the Revolving Line any Standby Letter of Credit Facility, unless such automatic renewal is subject to cancellation by the Issuer upon not more than 60 days’ (or such longer period as Issuer may agree in its sole discretion) notice to the Beneficiary of letters of credit (a "such Standby Letter of Credit") for the Borrower's that is on or one after May [__], 2019. The aggregate face amount of its Subsidiaries' account with an expiration date on any specific Letter Standby Letters of Credit no later than issued hereunder (whether or not drawn) shall not exceed $5,000,000 at any time outstanding (the Termination Date, unless the Bank chooses to issue a “Maximum Facility Amount”). Each Standby Letter of Credit to expire after the Termination Date. The individual Letters of Credit shall be issued in accordance with the Bank's customary practices at the time of issuance, utilizing documentation prevailing at such times and, if drawn upon, amounts paid thereon will be repaid upon demand governed by the Borrower (and, if applicable, its Subsidiary for whose account terms of this Agreement and the other Facility Documents and shall only be issued and payable in Dollars. Each Standby Letter of Credit was issued) will be issued in full reimbursement a form reasonably acceptable to the Bank of all such amounts drawn upon under any or all Letters of Credit, pursuant hereto, or to such additional reimbursement obligations as may be contained in any documentation executed by the Borrower in conjunction with the issuance of such Letter(s) of Credit. To the extent repayment of such amounts as are reimbursable to the Bank for such drawings against Letters of Credit is not immediately made, the amount of such drawings shall be charged as Revolving Line of Credit Loans. The amount of outstanding commitments under issued Letters of Credit plus the aggregate amounts drawn under any Letters of Credit and not reimbursed by the Borrower to the Bank shall reduce availability under the Revolving Line of Credit Facility. This Letter of Credit Facility will be made available to those Subsidiaries of Borrower listed in the attached Exhibit "C" as well as to Borrower and Borrower's reimbursement obligations described herein shall apply regardless of whether Borrower or one of its Subsidiaries is the account party of a particular Letter of CreditIssuer.

Letter of Credit Facility. So long as no Default hereunder has occurred, the Bank shall make available The Lender hereby establishes in addition to the Borrower and its Subsidiaries Revolving Line of Credit a letter of credit facility within for the Commitment (issuance of letters of credit for the "Company’s account. The Company may obtain letters of credit from time to time for such purposes as the Company may require in the ordinary course of business. The aggregate Outstanding Letter of Credit Facility"Amount shall not at any time exceed $500,000 without the prior written consent of the Lender. For purposes of this Loan Agreement, the “Outstanding Letter of Credit Amount” shall include (a) whereby amounts available for draws under outstanding letters of credit (whether or not such draws are subject to satisfaction of prior conditions); and (b) the Bank will issue up amount of any draws under letters of credit for which the Lender has not received reimbursement. The Company shall request letters of credit by giving the Lender written notice of each request at least five business days prior to the issuance of the letter of credit. The Company shall, with such request, complete an aggregate application in form acceptable to the Lender and execute or otherwise agree to such terms, conditions and reimbursement agreements (each, an “LC Reimbursement Agreement”) concerning the Letter of Ten Million Dollars Credit as the Lender may require. No letter of credit shall be issued which could be drawn on ($10,000,000.00i) against amounts more than one year after the issuance thereof or (ii) on or after June 30, 2007. In the event of a draw on the letter of credit, the Lender may at its option obtain an Advance under the Revolving Line of Credit (without further notice to or consent of the Company) to reimburse the Lender for such draw. If the Lender elects not to obtain an Advance under the Revolving Line of Credit or if credit in the amount of the draw is not available under the Revolving Line of Credit FacilityCredit, the Company shall immediately upon demand reimburse the Lender for the amount of the draw together with interest thereon and such other amounts as may be due under any applicable LC Reimbursement Agreement. The Lender shall not in any event be required to issue a letter of credit during the continuance of an Event of Default. The Company shall pay the Lender such issuance, amendment, draw and other fees with respect to letters of credit (a "Letter of Credit") for as the Borrower's or one of its Subsidiaries' account with an expiration date on any specific Letter of Credit no later than Lender may from time to time establish Any and all amounts due from the Termination Date, unless the Bank chooses to issue a Letter of Credit to expire after the Termination Date. The individual Letters of Credit shall be issued in accordance with the Bank's customary practices at the time of issuance, utilizing documentation prevailing at such times and, if drawn upon, amounts paid thereon will be repaid upon demand by the Borrower (and, if applicable, its Subsidiary for whose account the Letter of Credit was issued) in full reimbursement Company to the Bank of all such amounts drawn upon Lender under any or all Letters LC Reimbursement Agreement shall constitute part of Credit, pursuant hereto, or to such additional reimbursement obligations as may be contained in any documentation executed by the Borrower in conjunction with the issuance of such Letter(s) of Credit. To the extent repayment of such amounts as are reimbursable to the Bank for such drawings against Letters of Credit is not immediately made, the amount of such drawings shall be charged as Revolving Line of Credit Loans. The amount of outstanding commitments under issued Letters of Credit plus the aggregate amounts drawn under any Letters of Credit and not reimbursed by the Borrower to the Bank shall reduce availability under the Revolving Line of Credit Facility. This Letter of Credit Facility will be made available to those Subsidiaries of Borrower listed in the attached Exhibit "C" as well as to Borrower and Borrower's reimbursement obligations described herein shall apply regardless of whether Borrower or one of its Subsidiaries is the account party of a particular Letter of CreditObligations hereunder.

Letter of Credit Facility. So long The Company may obtain letters of credit under this Agreement from time to time for such purposes as no Default hereunder has occurred, the Bank shall make available to Company may require in the Borrower and its Subsidiaries a credit facility within ordinary course of business. The sum of (i) the Commitment (the "aggregate Outstanding Letter of Credit FacilityAmount plus (ii) total principal amount owed to the Lender under the Revolving Line of Credit shall not at any time exceed the Availability. For purposes of this Loan Agreement, the "Outstanding Letter of Credit Amount" shall include (a) whereby amounts available for draws under outstanding letters of credit (whether or not such draws are subject to satisfaction of prior conditions); and (b) the Bank will issue up amount of any draws under letters of credit for which the Lender has not received reimbursement. The Company shall request letters of credit by giving the Lender written notice of each request at least five business days prior lo the issuance of the letter of credit. The Company shall, with such request, complete an application in form acceptable to the Lender and execute or otherwise agree to such terms, conditions and reimbursement agreements (each, an aggregate "LC Reimbursement Agreement'') concerning the Letter of Ten Million Dollars Credit as the Lender may require. The obligation of the Company to reimburse the Lender for amounts drawn on such letters of credit shall be an "Obligation" under this Agreement. No letter of credit shall be issued after the Expiration Date or which could be drawn on after the date 18 months after the Expiration Date. In the event of a draw on the letter of credit, the Lender may at its option obtain an Advance under the Revolving Line of Credit ($10,000,000.00without further notice to or consent of the Company) against amounts to reimburse the Lender for such draw. If the Lender elects not to obtain an Advance under the Revolving Line of Credit or if credit in the amount of the draw is not available under the Revolving Line of Credit FacilityCredit, the Company shall immediately upon demand reimburse the Lender for the amount of the draw together with interest thereon and such other amounts as may be due under any applicable LC Reimbursement Agreement. The Lender shall not in any event be required to issue a letter of credit during the continuance of an Event of Default. The Company shall pay the Lender such issuance, amendment, draw and other fees with respect to letters of credit (a "Letter of Credit") for as the Borrower's or one of its Subsidiaries' account with an expiration date on any specific Letter of Credit no later than Lender may from time to time establish. Any and all amounts due from the Termination Date, unless the Bank chooses to issue a Letter of Credit to expire after the Termination Date. The individual Letters of Credit shall be issued in accordance with the Bank's customary practices at the time of issuance, utilizing documentation prevailing at such times and, if drawn upon, amounts paid thereon will be repaid upon demand by the Borrower (and, if applicable, its Subsidiary for whose account the Letter of Credit was issued) in full reimbursement Company to the Bank of all such amounts drawn upon Lender under any or all Letters LC Reimbursement Agreement shall constitute part of Credit, pursuant hereto, or to such additional reimbursement obligations as may be contained in any documentation executed by the Borrower in conjunction with the issuance of such Letter(s) of Credit. To the extent repayment of such amounts as are reimbursable to the Bank for such drawings against Letters of Credit is not immediately made, the amount of such drawings shall be charged as Revolving Line of Credit Loans. The amount of outstanding commitments under issued Letters of Credit plus the aggregate amounts drawn under any Letters of Credit and not reimbursed by the Borrower to the Bank shall reduce availability under the Revolving Line of Credit Facility. This Letter of Credit Facility will be made available to those Subsidiaries of Borrower listed in the attached Exhibit "C" as well as to Borrower and Borrower's reimbursement obligations described herein shall apply regardless of whether Borrower or one of its Subsidiaries is the account party of a particular Letter of CreditObligations hereunder.

Letter of Credit Facility. So long Upon receipt of duly executed applications therefor, and such other documents, instructions and agreements as no Default hereunder has occurredsuch Issuing Lender may reasonably require, and subject to the provisions of Article IV, the Bank shall make available Administrative Agent shall, or any other Lender in its sole discretion may, issue letters of credit denominated in Dollars or in any Agreed Currency for the account of Brightpoint or BPI, on terms as are satisfactory to the Borrower and its Subsidiaries a credit facility within the Commitment (the "such Issuing Lender; provided, however, that no Facility Letter of Credit Facility"will be issued for the account of Brightpoint or BPI by an Issuing Lender if on the date of issuance, before or after taking such Facility Letter of Credit into account, (i) whereby the Bank will issue up to an Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of Ten the L/C Obligations exceeds Thirty Million and 00/100 Dollars ($10,000,000.00) against amounts available under the Revolving Line 30,000,000); and provided, further, that no Facility Letter of Credit Facilityshall be issued which has an expiration date more than one year after the date of issuance of such Facility Letter of Credit or an expiration date later than the date which is five (5) Business Days immediately preceding the Termination Date; provided, of further, that although such letters of credit (a "Letter were issued prior to the date of Credit") for this Agreement, effective on the Borrower's or one of its Subsidiaries' account with an expiration date on any specific Letter of Credit no later than the Termination Date, unless the Bank chooses to issue a Letter of Credit to expire after the Termination Date. The individual Closing Date all Existing Letters of Credit shall be issued in accordance with the Bank's customary practices at the time treated as Facility Letters of issuance, utilizing documentation prevailing at such times and, if drawn upon, amounts paid thereon will be repaid upon demand by the Borrower (and, if applicable, its Subsidiary for whose account the Credit hereunder. Each Facility Letter of Credit was issued) in full reimbursement may, upon the request of the applicable Borrower, include a provision whereby such Facility Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Bank Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Facility Letter of all such amounts drawn upon under Credit will not be renewed. Prior to issuing any or all Letters Facility Letter of Credit, pursuant hereto, or to such additional reimbursement obligations as may be contained in any documentation executed by the Borrower in conjunction with applicable Issuing Lender shall request and the issuance of such Letter(s) of Credit. To Administrative Agent shall provide confirmation that the extent repayment of such amounts as are reimbursable to the Bank request for such drawings against Letters of Credit is not immediately made, the amount of such drawings shall be charged as Revolving Line of Credit Loans. The amount of outstanding commitments under issued Letters of Credit plus the aggregate amounts drawn under any Letters of Credit and not reimbursed by the Borrower to the Bank shall reduce availability under the Revolving Line of Credit Facility. This Facility Letter of Credit complies with the provisions of this Section 2.20. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Facility will be made available to those Subsidiaries of Borrower listed in the attached Exhibit "C" as well as to Borrower and Borrower's reimbursement obligations described herein shall apply regardless of whether Borrower or one of its Subsidiaries is the account party of a particular Letter of Credit., and the conditions described in Article IV have

Letter of Credit Facility. So long Upon receipt of duly executed applications therefor, and such other documents, instructions and agreements as no Default hereunder has occurredsuch Issuing Lender may reasonably require, and subject to the provisions of Article IV, the Bank shall make available Administrative Agent shall, or any other Lender in its sole discretion may, issue letters of credit denominated in Dollars or in any Agreed Currency for the account of Brightpoint or BPI, on terms as are satisfactory to the Borrower and its Subsidiaries a credit facility within the Commitment (the "such Issuing Lender; provided, however, that no Facility Letter of Credit Facility"will be issued for the account of Brightpoint or BPI by an Issuing Lender if on the date of issuance, before or after taking such Facility Letter of Credit into account, (i) whereby the Bank will issue up to an Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of Ten the L/C Obligations exceeds Forty Million and 00/100 Dollars ($10,000,000.00) against amounts available under the Revolving Line 40,000,000); and provided, further, that no Facility Letter of Credit Facilityshall be issued which has an expiration date more than one year after the date of issuance of such Facility Letter of Credit or an expiration date later than the date which is five (5) Business Days immediately preceding the Termination Date; provided, of further, that although such letters of credit (a "Letter were issued prior to the date of Credit") for this Agreement, effective on the Borrower's or one of its Subsidiaries' account with an expiration date on any specific Letter of Credit no later than the Termination Date, unless the Bank chooses to issue a Letter of Credit to expire after the Termination Date. The individual Closing Date all Existing Letters of Credit shall be issued in accordance with the Bank's customary practices at the time treated as Facility Letters of issuance, utilizing documentation prevailing at such times and, if drawn upon, amounts paid thereon will be repaid upon demand by the Borrower (and, if applicable, its Subsidiary for whose account the Credit hereunder. Each Facility Letter of Credit was issued) in full reimbursement may, upon the request of the applicable Borrower, include a provision whereby such Facility Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Bank Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Facility Letter of all such amounts drawn upon under Credit will not be renewed. Prior to issuing any or all Letters Facility Letter of Credit, pursuant heretothe applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Facility Letter of Credit complies with the provisions of this Section 2.20. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Facility Letter of Credit, or to and the conditions described in Article IV have been satisfied, then such additional reimbursement obligations Issuing Lender shall issue such Facility Letter of Credit as may be contained in any documentation executed by requested. The applicable Issuing Lender shall give the Borrower in conjunction with Administrative Agent and each Lender prompt notice of the issuance of any such Letter(s) Facility Letter of CreditCredit by it. To the extent repayment of such amounts as are reimbursable Each Issuing Lender shall furnish to the Bank for Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Facility Letter of Credit issued by such drawings against Letters Issuing Lender, summarizing whether such Facility Letter of Credit is not immediately madea standby or commercial Facility Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of such drawings shall be charged as Revolving Line of Credit Loans. The amount of outstanding commitments under issued Letters of Credit plus the aggregate amounts drawn under any Letters of Credit and not reimbursed by the Borrower to the Bank shall reduce availability under the Revolving Line of Credit Facility. This each Facility Letter of Credit Facility will be made available to those Subsidiaries of Borrower listed in issued by such Issuing Bank during the attached Exhibit "C" as well as to Borrower and Borrower's reimbursement obligations described herein shall apply regardless of whether Borrower or one of its Subsidiaries is the account party of a particular Letter of Creditprevious month.

Letter of Credit Facility. So long as no Default hereunder has occurredEach Issuing Bank severally agrees, on the Bank shall make available terms and conditions hereinafter set forth, to the Borrower and its Subsidiaries a credit facility within the Commitment (the "Letter of Credit Facility") whereby the Bank will issue up to an aggregate of Ten Million Dollars ($10,000,000.00) against amounts available under the Revolving Line of Credit Facility, of letters of credit (a the "Letter Letters of Credit") for the Borrower's or one account of the Borrower and its Subsidiaries' account with Guarantor Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date (i) in an aggregate Available Amount for all Letters of Credit issued hereunder not to exceed at any time the Letter of Credit Facility at such time and (ii) in an Available Amount for each such Letter of Credit not to exceed the lesser of (1) the Letter of Credit Facility at such time minus the aggregate Available Amount of all other Letters of Credit then outstanding and (2) the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date on any specific (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a "Notice of Renewal") given to the Issuing Bank that issued such Standby Letter of Credit no later than and the Termination DateAgent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a "Notice of Termination") and (B) in the case of a Trade Letter of Credit, unless 90 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank chooses to issue a that issued such Standby Letter of Credit to expire give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. The individual Letters If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall be issued expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in accordance with the Bank's customary practices at absence of receipt of a Notice of Renewal the time of issuancerelevant Issuing Bank may in its discretion, utilizing documentation prevailing at such times and, if drawn upon, amounts paid thereon will be repaid upon demand unless instructed to the contrary by the Borrower (andAgent or the Borrower, if applicabledeem that a Notice of Renewal had been timely delivered and in such case, its Subsidiary a Notice of Renewal shall be deemed to have been so delivered for whose account all purposes under this Agreement. Within the limits of the Letter of Credit was issued) in full reimbursement Facility, and subject to the Bank of all such amounts drawn upon under limits referred to above, so long as any or all Issuing Bank, in its sole discretion, elects to issue Letters of Credit, pursuant hereto, or to such additional reimbursement obligations as may be contained in any documentation executed by the Borrower in conjunction with may request the issuance of such Letter(s) of Credit. To the extent repayment of such amounts as are reimbursable to the Bank for such drawings against Letters of Credit is not immediately madeunder this Section 2.03(a), the amount of such drawings shall be charged as Revolving Line repay any Letter of Credit Loans. The amount Advances resulting from drawings thereunder pursuant to Section 2.05 or 2.06 and request the issuance of outstanding commitments under issued additional Letters of Credit plus the aggregate amounts drawn under any Letters of Credit and not reimbursed by the Borrower to the Bank shall reduce availability under the Revolving Line of Credit Facility. This Letter of Credit Facility will be made available to those Subsidiaries of Borrower listed in the attached Exhibit "C" as well as to Borrower and Borrower's reimbursement obligations described herein shall apply regardless of whether Borrower or one of its Subsidiaries is the account party of a particular Letter of Creditthis Section 2.03(a).