SCHEDULE 1.1(E) Existing Letters of Credit
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EX-10.5 2 pgh1_general-12609504xv4xs.htm EXHIBIT 10.5 Exhibit
SCHEDULE 1.1(E)
Existing Letters of Credit
Irrevocable Standby Letter of Credit issued by PNC Bank, National Association in the face amount of $4,850,000 with an expiration date of March 31, 2017 for which The Travelers Indemnity Company is the beneficiary.
SCHEDULE 1.1(I)
Immaterial Domestic Subsidiaries
1) | ACS Dataline of the Northwest, Inc., an Oregon corporation |
2) | ADS Telecom, Inc., a Florida corporation |
3) | B & C Telephone, Inc., a Washington corporation |
4) | BBOX Holdings Mexico LLC, a Delaware limited liability company |
5) | BBOX Holdings Puebla LLC, a Delaware limited liability company |
6) | BCS II, LLC, a Delaware limited liability company |
7) | Black Box Ventures Holding Company, a Delaware corporation |
8) | CBS Technologies Corp., a New York corporation |
9) | LOGOS Communications Systems, Inc., an Ohio corporation |
10) | Network Communications Technologies, Inc., a North Carolina corporation |
11) | NextiraOne California L.P., a California limited partnership |
12) | NextiraOne New York, LLC, a Delaware limited liability company |
13) | NXO Installation, LLC, a Delaware limited liability company |
14) | PS Tech Video, LLC, a California limited liability company |
15) | PS Technologies, LLC, a Maryland limited liability company |
16) | Quanta Systems, LLC, a Delaware limited liability company |
17) | UCI Communications LLC, a South Carolina limited liability company |
SCHEDULE 1.1(P)
Permitted Liens
1. | Liens represented by that UCC-1 financing statement, filed October 31, 2014 in the office of the Delaware Secretary of State (File # 2014 ###-###-####), as amended on November 12, 2014 (File #2014 ###-###-####, and as further amended on December 31, 2014 (File #2014 ###-###-####) and January 26, 2015 (File # 2015 0328566), in favor of De Lage Landen Financial Services, Inc. with respect to certain leased equipment of Black Box Corporation. |
2. | Liens represented by that UCC-1 financing statement, filed May 2, 2012 in the office of the Texas Secretary of State (File # 120013940858), as amended on July 17, 2012 (File #1200226398), and as further amended on July 17, 2012 (File # 1200226401), April 19, 2013 (File # 1300123619), and a collateral change was filed on August 2, 2013 (File # 1300248712) in favor of McGrath RentCorp and TRS-Rentelco with respect to certain leased equipment of ACS Dataline LP. |
3. | Liens represented by that UCC-1 financing statement, filed on December 20, 2012 in the office of the Delaware Secretary of State (File #20124980373) in favor of Canon Financial Services with respect to certain equipment of Black Box Corporation of Pennsylvania. |
4. | Liens represented by that UCC-1 financing statement, filed on February 6, 2013 in the office of the Delaware Secretary of State (File #20130492760) in favor of Canon Financial Services with respect to certain equipment of Black Box Corporation of Pennsylvania. |
5. | Liens represented by that UCC-1 financing statement, filed on February 7, 2013 in the office of the Delaware Secretary of State (File #20130520404) in favor of Canon Financial Services with respect to certain equipment of Black Box Corporation of Pennsylvania. |
6. | Liens represented by that UCC-1 financing statement, filed on January 12, 2015 in the office of the Tennessee Secretary of State (File #422665887) in favor of Mitel Networks, Inc. with respect to Proceeds, Accounts Receivable and Contract Rights pertaining to Inventory acquired from Mitel by Black Box Network Services, Inc. – Government Solutions. |
7. | Liens represented by that UCC-1 financing statement, filed on April 23, 2015 in the office of the Secretary of the Commonwealth of Massachusetts (File #201519393610) in favor of Mitel Networks, Inc. with respect to Proceeds, Accounts Receivable and Contract Rights pertaining to Inventory acquired from Mitel by Mutual Telecom Services, Inc. |
8. | Liens represented by that UCC-1 financing statement, filed on October 3, 2007 in the office of the Minnesota Secretary of State (File #200718450972) and continued on August 6, 2012 (File # 20122917739) in favor of Hewlett Packard Financial Services Company with respect to certain equipment and software leased from Hewlett Packard by Norstan Communications, Inc. |
9. | Liens represented by that UCC-1 financing statement, filed on August 19, 2011 in the office of the Minnesota Secretary of State (File #201125283925) in favor of Mitel Networks, Inc. with respect to Proceeds, Accounts Receivable and Contract Rights pertaining to Inventory acquired from Mitel by Norstan Communications, Inc. |
10. | Liens represented by that UCC-1 financing statement, filed on December 5, 2011 in the office of the New York Secretary of State (File #201112050646111) in favor of Mitel Networks, Inc. with respect to Proceeds, Accounts Receivable and Contract Rights pertaining to Inventory acquired from Mitel by Nu-Vision Technologies, LLC. |
11. | Liens represented by that UCC-1 financing statement, filed on August 8, 2013 in the office of the Tennessee Secretary of State (File #420241194) in favor of Navitas Lease Corp. with respect to certain equipment leased from Navitas by Teldata Corporation. |
12. | Liens represented by that UCC-1 financing statement, filed on August 9, 2013 in the office of the Tennessee Secretary of State (File #420251390) in favor of Navitas Lease Corp. with respect to certain equipment leased from Navitas by Teldata Corporation. |
13. | Liens represented by the following county tax liens filed in Los Angeles County, CA by the Los Angeles County Tax Collector against Scottel Voice & Data, Inc. Scottel Voice & Data, Inc. is attempting to have the liens released. |
a. | Date: February 1, 2012 |
File Number: 20120175025
Amount: $145.49
b. | Date: December 5, 2013 |
File Number: 20131719373
Amount: $234.56
14. | Liens represented by that UCC-1 financing statement, filed on February 28, 2012 in the office of the Minnesota Secretary of State (File #201227374354) in favor of Pioneer Industries, Inc. with respect to certain equipment of Vibes Technologies, Inc. |
15. | Liens represented by the following state tax lien filed in Gwinnett County, GA by the Georgia Department of Revenue against Cable Consultants Inc. Cable Consultants Inc. is attempting to have the lien released. |
a. | Date: November 25, 2008 |
File Number: REV08140458A
Amount: $2,387.00
16. | Liens represented by that UCC-1 financing statement, filed on April 17, 2006 in the office of the Illinois Secretary of State (File #010863279), assigned to the Secured Party on April 23, 2007 (File #008868422) and continued on April 12, 2011 (File #009104329) in favor of Bank of the West – Equipment Leasing with respect to certain equipment of Nortech Telecommunications Inc. |
17. | Liens represented by that UCC-1 financing statement, filed on May 5, 2014 in the office of the Illinois Secretary of State (File #019244954) in favor of Mitel Networks, Inc. with respect to Proceeds, Accounts Receivable and Contract Rights pertaining to Inventory acquired from Mitel by Nortech Telecommunications Inc. |
SCHEDULE 5.1.2
Subsidiaries
Domestic Subsidiaries | Jurisdiction of Organization | Percent Owned | Type & Amount of Equity Interest |
ACS Communications, Inc. | TX | 100% - Black Box Corporation | 100 shares of common stock |
ACS Dataline, LP | TX | 99% - ACS Investors, LLC (Limited Partner) 1% - ACS Communications, Inc. (General Partner) | Partnership Interests |
ACS Dataline of the Northwest, Inc. | OR | 100% - ACS Communications, Inc. | 10,000 shares of common stock |
ACS Investors, LLC | DE | 100% - ACS Communications, Inc. | Membership Interests |
ADS Telecom, Inc. | FL | 100% - Black Box Corporation | 1,500 shares of common stock |
B & C Telephone, Inc. | WA | 100% - Black Box Corporation | 425 shares of common stock |
BB Technologies, Inc. | DE | 100% - Black Box Corporation of Pennsylvania | 50 shares of common stock |
BBox Holding Company | DE | 100% - Black Box Corporation | 50 shares of common stock |
BBOX Holdings Mexico LLC | DE | 100% - Black Box International Holdings B.V. | Membership Interests |
BBOX Holdings Puebla LLC | DE | 100% - Black Box Corporation | Membership Interests |
BCS II, LLC | DE | 100% - Nu-Vision Technologies, LLC | Membership Interests |
Black Box Corporation of Pennsylvania | DE | 100% - BBox Holding Company | 100 shares of common stock |
Black Box Network Services, Inc. – Government Solutions | TN | 100% - BBox Holding Company | 75 shares of common stock |
Black Box Services Company | DE | 100% - Black Box Corporation | 1 share of common stock |
Black Box Ventures Holding Company | DE | 100% - BBox Holding Company | 100 shares of common stock |
CBS Technologies Corp. | NY | 100% - Black Box Corporation | 160 shares of common stock |
Delaney Telecom, Inc. | PA | 100% - BBox Holding Company | 100 shares of common stock |
InnerWireless, Inc. | DE | 100% - BBox Holding Company | 100 shares of common stock |
LOGOS Communications Systems, Inc. | OH | 100% - BBox Holding Company | 20 shares of common stock |
Midwest Communications Technologies, Inc. | OH | 100% - BBox Holding Company | 100 shares of common stock |
Mutual Telecom Services Inc. | DE | 100% - Black Box Corporation | 457 shares of common stock |
Network Communications Technologies, Inc. | NC | 100% - Black Box Corporation | 1,000 shares of common stock |
NextiraOne, LLC | DE | 100% - Norstan Communications, Inc. | Membership Interests |
NextiraOne California L.P. | CA | 98.41% - NextiraOne, LLC (Limited Partner) 1.59% - Norstan Communications, Inc. (General Partner) | Partnership Interests |
NextiraOne Federal, LLC | DE | 100% - Norstan Communications, Inc. | Membership Interests |
NextiraOne New York, LLC | DE | 100% - Norstan Communications, Inc. | Membership Interests |
Norstan, Inc. | MN | 100% - Black Box Corporation | 1 share of common stock |
Norstan Communications, Inc. | MN | 100% - Norstan, Inc. | 500 shares of common stock |
Nu-Vision Technologies, LLC | NY | 100% - Midwest Communications Technologies, Inc. | Membership Interests |
NXO Installation, LLC | DE | 100% - NextiraOne, LLC | Membership Interests |
PS Tech Video, LLC | CA | 100% - PS Technologies, LLC | Membership Interests |
PS Technologies, LLC | MD | 100% - Midwest Communications Technologies, Inc. | Membership Interests |
Quanta Systems, LLC | DE | 100% - NextiraOne Federal, LLC | Membership Interests |
Scottel Voice & Data, Inc. | CA | 100% - Black Box Corporation | 3,000 shares of common stock |
Teldata Corporation | TN | 100% - BBox Holding Company | 100 shares of common stock |
UCI Communications LLC | SC | 100% - Midwest Communications Technologies, Inc. | Membership Interests |
Vibes Technologies, Inc. | MN | 100% - Norstan Communications, Inc. | 100 shares of common stock |
Foreign Subsidiaries* | Jurisdiction |
Black Box Network Services Australia Pty Ltd | Australia |
Black Box GmbH | Austria |
Black Box Network Services NV | Belgium |
Black Box do Brasil Industria e Comercio Ltda. | Brazil |
Black Box Canada Corporation | Canada |
Nostan Canada, Ltd./Norstan Canaa, Ltée | Canada |
Black Box Chile S.A. | Chile |
Black Box A/S | Denmark |
Black Box Network Services (UK) Limited | England |
Black Box Finland OY | Finland |
Black Box France | France |
Black Box Deuthschland GmbH | Germany |
Black Box Netzwerk Service GmbH | Germany |
Black Box Network Services India Private Limited | India |
Black Box Network Services (Dublin) Limited | Ireland |
Black Box Software Development Services Limited | Ireland |
Black Box Network Services S.r.l. | Italy |
Black Box Network Services Co., Ltd. | Japan |
Black Box Network Services Korea Limited | Korea |
Black Box Network Services SDN. BHD. | Malaysia |
Black Box de Mexico, S. de R.L. de C.V. | Mexico |
Black Box Network Services Puebla, S.A. de C.V. | Mexico |
Black Box Datacom B.V. | Netherlands |
Black Box International Holdings B.V. | Netherlands |
Black Box Network Services New Zealand Limited | New Zealand |
Black Box Norge AS | Norway |
Black Box P.R. Corp. | Puerto Rico |
Black Box Network Services Singapore Pte Ltd | Singapore |
Black Box Comunicaciones, S.A. | Spain |
Black Box Network Services AB | Sweden |
Foreign Subsidiaries* | Jurisdiction |
Black Box Network Services AG | Switzerland |
Black Box Network Services Corporation | Taiwan |
*Each of the Foreign Subsidiaries is directly or indirectly owned 100% by one or more Loan Parties.
SCHEDULE 7.2.1
Permitted Indebtedness
None.
SCHEDULE 7.2.4
Permitted Loans or Investments
See Schedule 5.1.2 with respect to all stock owned by Borrower (directly or indirectly) as of Closing.
March 31, 2016 Principal Balance Owed to Black Box Corporation of Pennsylvania ("BBCPA")
Black Box Network Services S.r.l. – EUR 347,000 which has a USD historical value in the accounts of BBCPA of $374,760.00
Black Box Network Services Puebla, S.A. de C.V. – MXN 7,482,499.93 which has a USD historical value in the accounts of BBCPA of $438,721.15