exh101amendmentexecuted






                                                          EXECUTION VERSION                   SECOND AMENDMENT TO CREDIT AGREEMENT          Second Amendment to Credit Agreement (the “Amendment”), dated June 29, 2018, by   and among BLACK BOX CORPORATION, a Delaware corporation (the “Borrower”), each of   the Guarantors listed on the signature pages hereto, each of the Lenders listed on the signature   pages hereto and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative   agent for the Lenders (in such capacity, the “Administrative Agent”).                                 W I T N E S S E T H:          WHEREAS,   the  Borrower,  the  Guarantors,  the  Lenders  and  the  Administrative  Agent   have  entered  into  that  certain  Credit  Agreement,  dated  May  9,  2016  (as  amended  by  the   Amendment  and  Joinder  Agreement  dated  August  9,  2017,  the  “Credit  Agreement”, and the   Credit Agreement as amended hereby, the “Amended Credit Agreement”);           WHEREAS, the Potential Defaults and Events of Default set forth on Schedule 1 attached   hereto have occurred and are continuing under the Credit Agreement (collectively, the “Known  Defaults”);          WHEREAS, the Loan Parties have requested, and the Lenders are willing to provide on  the terms and conditions set forth herein, an additional last in first out revolving credit facility in  an amount not to exceed $10,000,000 to provide additional financing to the Borrower and the other  Loan Parties to support anticipated cash flow needs based on the Approved Budget;          WHEREAS,    the  Loan  Parties  have  requested  that  the  Administrative  Agent  and  the  Lenders waive the Known Defaults and amend certain provisions of the Credit Agreement and the  Administrative Agent and each of the Lenders desire to permit such waivers and amendments and  other actions pursuant to the terms and conditions set forth herein; and          WHEREAS, the Loan Parties are entering into this Amendment with the understanding  and agreement that, except as specifically provided herein, none of the Administrative Agent’s or  any Lender’s rights or remedies as set forth in the Credit Agreement or any other Loan Document  is being waived or modified by the terms of this Amendment.         NOW, THEREFORE, in consideration of the premises contained herein and other good  and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and  intending to be legally bound hereby, the parties hereto agree as follows:         1.    Certain  Definitions.   All  capitalized  terms  used  herein  that  are  defined  in  the   Amended  Credit  Agreement  shall  have  the  same  meaning  as  set  forth  in  the  Amended  Credit   Agreement unless the context clearly indicates otherwise.          2.    Waiver of Known Defaults. Subject to the terms and conditions contained herein,   upon the Effective Date (as defined below), the Administrative Agent and Lenders hereby waive   the Known Defaults; provided, however that such waiver shall in no way constitute a waiver of   any other Potential Defaults or Events of Default which may have occurred but which are not   specifically referenced as the Known Defaults, nor shall this waiver obligate the Administrative   Agent or any Lender to provide any further waiver of any other Potential Default or Event of      131832.01464/109680341v.4  





 






     Default (whether similar or dissimilar, including any further Potential Default or Event of Default   resulting from a failure to comply with the terms of the Amended Credit Agreement).  Other than   in respect of the Known Defaults, this waiver shall not preclude the future exercise of any right,   power,  or  privilege  available  to  the  Administrative  Agent  or  any  Lender  whether  under  the   Amended Credit Agreement, the other Loan Documents or otherwise.  The Administrative Agent   has not been advised by the Loan Parties of the existence of, and is not otherwise aware of, any   Potential Defaults or Events of Default other than the Known Defaults, and the Loan Parties have  represented to the Lenders that no Potential Default or Event of Default, other than the Known  Defaults, has occurred and is continuing under any of the Loan Documents.         3.    Amendments.  Effective as of the Effective Date, the Credit Agreement is hereby   amended as follows:                (a)   New  Definitions.   The  following  new  definitions  are  hereby  added  to   Section 1.1 of the Credit Agreement in alphabetical order as follows:               “Approved Budget shall mean (i) until an Updated Budget has been               accepted by the Administrative Agent and the Required Lenders, the               Initial Second Amendment Budget and (ii) after an Updated Budget               has been accepted by the Administrative Agent and the Required               Lenders, the most recently delivered Updated Budget that has been               accepted by the Administrative Agent and the Required Lenders.”               “Approved  Budget  Excess  Cash  shall  mean,  as  of  any  date  of               determination, the amount (if any) by which Ending US Book Cash               Balance (as set forth in the Approved Budget) exceeds $10,000,000.”               “Assignment  Agreements  shall  have  the  meaning  specified  in               Section 7.1.13 [Government Receivables].”               “Beneficial  Owner  shall  mean,  for  each  Loan  Party,  each  of  the               following:  (i) each individual, if any, who, directly or indirectly,               owns twenty five percent (25%) or more of such Loan Party’s equity               interests; and (b) a single individual with significant responsibility               to control, manage, or direct such Loan Party.”                “Borrower Advisor Fees shall mean, at any time, any and all fees of               the  Borrower’s  Financial  Advisor and  legal  professionals  of  the               Loan Parties to the extent deducted in calculating net income.”               “Certificate  of  Beneficial  Ownership  shall  mean,  for  each  Loan               Party,  a  certificate  in  form  and  substance  acceptable  to  the               Administrative  Agent  (as  amended  or  modified  by  the               Administrative  Agent  from  time  to  time  in  its  sole  discretion),               certifying, among other things, the Beneficial Owner of such Loan               Party.”                “Excess Lender Advisor Fees shall mean, as determined as of any               Testing Date, the amount (if any) by which the Lender Advisor Fees                                         - 2 -   131832.01464/109680341v.4  





 






               exceed  the  projected  amount  of  such  fees  as  set  forth  in  the              Approved Budget for the applicable Testing Period.”              “Federal  Sale  Transaction  shall  mean  the  sale  of  one  hundred              percent (100%) of the equity interests of NextiraOne Federal, LLC.”              “Flood Laws shall mean all applicable Laws relating to policies and              procedures that address requirements placed on federally regulated              lenders under the National Flood Insurance Reform Act of 1994 and              other applicable Laws related thereto.”              “Government Contracts shall have the meaning specified in Section              7.1.13 [Government Receivables].”              “Initial Second Amendment Budget shall mean the budget presented              to  the  Lenders  in  conjunction  with  the  execution  of  the  Second             Amendment  prior  to  the  Second  Amendment  Effective  Date  and             attached as Annex 1 to the Second Amendment.”              “Lender Advisor Fees shall mean, at any time, any and all fees of              the professionals of the Administrative Agent or the Lenders to the              extent deducted in calculating net income.”               “LIFO Commitment Fee shall have the meaning specified in Section              2.3.2 [LIFO Loan Commitment Fees].”              “LIFO Expiration Date shall mean the earlier of (a) December 15,              2018,  and  (b)  the  date on  which  the  Administrative  Agent,  at  its              discretion  or  upon  the  Required  Lenders’  direction  to  the              Administrative  Agent,  determines  to  terminate  the  LIFO  Facility              following the occurrence of an Event of Default that has not been              waived in accordance with this Agreement.”              “LIFO Facility Usage shall mean at any time the aggregate principal              amount of outstanding LIFO Loans.”              “LIFO  Loan  shall  mean  collectively  and  LIFO  Loan  shall  mean              separately all LIFO Loans or any LIFO Loan made by the Lenders              or  one  of  the  Lenders  to  the  Borrower  pursuant  to  Section  2.1.4              [LIFO Loan Commitment].”              “LIFO Loan Commitment shall mean, as to any Lender at any time,              the amount initially set forth opposite its name on Schedule 1.1(B)              in the column labeled “Amount of Commitment for LIFO Loans,”              as such Commitment may thereafter be assigned or modified and              LIFO  Loan  Commitments  shall  mean  the  aggregate  LIFO  Loan              Commitments of all of the Lenders.”              “Mortgages shall mean all mortgages or deeds of trust and leasehold              mortgages or leasehold deeds of trust (to the extent applicable) on              the Mortgaged Real Property in favor of the Administrative Agent              securing the Obligations and Mortgage shall mean any one of such              Mortgages individually.”                                        - 3 -  131832.01464/109680341v.4  





 






               “Mortgaged Real Property shall mean all of the owned and/or leased              premises  identified  on  Schedule  1.1(R)  hereto  and  any  other              premises or real property that are hereafter owned or leased by any             Loan Party and subject to a Mortgage in favor of the Administrative             Agent.”             “Notices of Assignment shall have the meaning specified in Section              7.1.13 [Government Receivables].”              “Permitted Excess  Foreign  Cash  Amount  shall  have the  meaning              specified in Section 4.7.9.”              “Second Amendment shall mean the Second Amendment to Credit              Agreement  dated  as  of  the  Second  Amendment  Effective  Date              among the Borrower, the Guarantors party thereto, the Lenders party              thereto and the Administrative Agent.”              “Second Amendment Agent Fee Letter shall mean the Fee Letter              between the Administrative Agent and the Borrower dated as of the              Second Amendment Effective Date evidencing the arrangement fee.”              “Second Amendment Effective Date shall mean June 29, 2018.”               “Second  Amendment  Fee  Letters  shall  mean,  collectively,  (i)  the              Second  Amendment  Agent  Fee  Letter  and  (ii)  the  Second              Amendment Lender Fee Letter.”              “Second Amendment Lender Fee Letter shall mean the Fee Letter              between the Administrative Agent and the Borrower dated as of the              Second Amendment Effective Date evidencing the amendment fees.”              “Testing Date shall have the meaning specified in Section 7.1.15              [Budget Compliance].”              “Testing Periods shall have the meaning specified in Section 7.1.15              [Budget Compliance].”              “Three  Week  Testing  Period  shall have  the  meaning  specified  in              Section 7.1.15 [Budget Compliance].”              “Two  Week  Testing  Period  shall  have  the  meaning  specified  in              Section 7.1.15 [Budget Compliance].”              “Updated  Budget  shall  have  the  meaning  specified  in  Section              7.3.5(iii) [Updated Budget].”              (b)   Definitions.   The  following  definitions  contained  in  Section  1.1  of  the  Credit Agreement are hereby amended and restated in their entirety as follows:               “Budget means a rolling twenty-six (26) week cash flow projection              (including,  without  limitation,  projected  expenses,  collections,              disbursements,  borrowing  availability,  loan  balances  and  a              breakdown of the amount of the Consolidated Cash Balance of the              Borrower and all of the Domestic Subsidiaries and the Consolidated                                        - 4 -  131832.01464/109680341v.4  





 






               Cash Balance of all of the Foreign Subsidiaries) of the Loan Parties              and  their  Subsidiaries,  on  a  consolidated  basis,  prepared  and              approved  by  the  Borrower’s  management  in  consultation  with              Borrower’s Financial Advisor, in form and substance satisfactory to              the  Administrative  Agent,  together  with  all  amendments,              supplements, and any other modifications thereto that are agreed to              by the Administrative Agent in writing from time to time.”               “Collateral shall mean the personal and real property of any Person              granted as  collateral  to secure the Obligations pursuant to the (i)              Security Agreement (ii) Pledge Agreement, (iii) Patent, Trademark              and Copyright Security Agreement or (iv) Mortgages.”              “Commitment  shall  mean  as  to  any  Lender  the  aggregate  of  its              Revolving Credit Commitment (and in the case of PNC, including              its Swing Loan Commitment), Term Loan Commitment and LIFO              Loan Commitment, and Commitments shall mean the aggregate of              the Revolving Credit Commitments, Term Loan Commitments and              LIFO Loan Commitments of all of the Lenders.”               “Commitment Fee shall have the meaning specified in Section 2.3.1              [Commitment Fees].”              “Consolidated EBITDA for any period of determination shall mean              the  difference  between  (a)  the  sum  of  (A)  (i)  net  income,  (ii)              depreciation,  (iii)  amortization, (iv)  other  non-cash  charges, non-            cash expenses or non-cash losses to net income (excluding non-cash             charges,  expenses  or  losses  that  are  expected  to  become  cash             charges, expenses or losses in a future period or that are reserves for             future cash charges, expenses or losses), (v) interest expense, (vi)             Borrower  Advisor  Fees,  (vii)  Lender  Advisors  Fees  and  (viii)             income  tax  expense,  minus  (b)  non-cash  credits  or  gains  to  net             income, in each case of the Borrower and its Subsidiaries for such             period determined and consolidated in accordance with GAAP.”             “Euro-Rate Option shall mean (a) the option of the Borrower to have              Loans bear interest at the rate and under the terms set forth in either              Section  3.1.1(ii)  [Revolving  Credit  Euro-Rate  Option]  or  Section              3.1.2(ii) [Term Facility Euro-Rate Option], as applicable and (b) the              interest rate applicable to the LIFO Loans under the terms set forth              in Section 3.1.4 [LIFO Loan Interest Rate].”              “Loan Documents shall mean this Agreement, the Administrative              Agent’s  Letter,  the  Guaranty  Agreements,  the  Intercompany              Subordination  Agreement,  the  Notes,  the  Patent,  Trademark  and              Copyright Security Agreement, the Pledge Agreement, the Security              Agreement, the Mortgages, the Second Amendment Fee Letters, and              any  other  instruments,  certificates  or  documents  delivered  in              connection herewith or therewith.”                                        - 5 -  131832.01464/109680341v.4  





 






               “Loans shall mean collectively and Loan shall mean separately all              Revolving  Credit  Loans,  Swing  Loans,  Term  Loans  and  LIFO              Loans or any Revolving Credit Loan, Swing Loan, Term Loan or              LIFO Loan.”              “Notes shall mean collectively, and Note shall mean separately, the              promissory  notes  substantially  in  the  form  of  Exhibit  1.1(N)(1)              evidencing the Revolving Credit Loans, substantially in the form of              Exhibit 1.1(N)(2) evidencing the Swing Loan, substantially in the              form  of  Exhibit  1.1(N)(3)  evidencing  the  Term  Loans  and              substantially in the form of Exhibit 1.1(N)(4) evidencing the LIFO              Loans.”              “Ratable Share shall mean:                          (i)  with respect to a Lender’s obligation to make              Revolving Credit Loans, participate in Letters of Credit and other              Letter of Credit Obligations, and right to receive payments, interest,              and fees related thereto, the proportion that such Lender’s Revolving             Credit Commitment bears to the Revolving Credit Commitments of             all of the Lenders, provided however that if the Revolving Credit              Commitments have terminated or expired, the Ratable Shares for              purposes  of  this  clause  shall be  determined  based  upon  the              Revolving  Credit  Commitments  most  recently  in  effect,  giving              effect to any assignments;                           (ii)  with respect to a Lender’s obligation to make              Term  Loans,  the  proportion  that  such  Lender’s  Term  Loan              Commitment bears to the Term Loan Commitments of all of the              Lenders, and with respect to a Lender’s right to receive payments,              interest, and fees related to Term Loans, the proportion that such              Lender’s Term Loans bears to the Term Loans of all of the Lenders;                            (iii)  with respect to a Lender’s obligation to make              LIFO  Loans,  the  proportion  that  such  Lender’s  LIFO  Loan              Commitment bears to the LIFO Loan  Commitments  of  all  of  the              Lenders, and with respect to a Lender’s right to receive payments,              interest, and fees related to LIFO Loans, the proportion that such              Lender’s LIFO Loans bears to the LIFO Loans of all of the Lenders,              provided  however  that  if  the  LIFO  Loan  Commitments  have              terminated or expired, the Ratable Shares for purposes of this clause              shall be determined based upon the LIFO Loan Commitments most              recently in effect, giving effect to any assignments; and                           (iv)  with  respect  to  all  other  matters  as  to  a              particular  Lender,  the  percentage  obtained  by  dividing  (i) such              Lender’s  Revolving  Credit  Commitment  plus  such  Lender’s              outstanding  Term  Loan  plus  such  Lender’s  LIFO  Loan              Commitment, by (ii) the aggregate amount of the Revolving Credit                                        - 6 -  131832.01464/109680341v.4  





 






               Commitments plus the outstanding Term Loans plus the aggregate              amount  of  LIFO  Loan  Commitments  of  all  Lenders;  provided              however  that  if  (y)  the  Revolving  Credit  Commitments  have              terminated  or  expired,  the  computation  in  this  clause  shall  be              determined  based  upon  the  Revolving  Credit  Commitments  most              recently  in  effect,  giving  effect  to  any  assignments,  and  not  the              current amount of the Revolving Credit Commitments and (z) if the              LIFO  Loan  Commitments  have  terminated  or  expired,  the             computation in this clause shall be determined based upon the LIFO             Loan  Commitments  most  recently  in  effect,  giving  effect  to  any             assignments,  and  not  on  the  current  amount  of  the  LIFO  Loan             Commitments  and  provided  further  in  the  case  of  Section  2.10              [Defaulting Lenders] when a Defaulting Lender shall exist, "Ratable              Share"  shall  mean  the  percentage  of  the  aggregate  Commitments              (disregarding any Defaulting Lender’s Commitment) represented by              such Lender’s Commitment.”               “Required Lenders shall mean                           (A)   If there exists fewer than three (3) Lenders,              all Lenders (other than any Defaulting Lender), and                           (B)  If  there  exist  three  (3)  or  more  Lenders,              Lenders (other than any Defaulting Lender) having more than fifty              percent  (50%)  of  the  sum  of  (a)  the  aggregate  amount  of  the              Revolving  Credit  Commitments  of  the  Lenders  (excluding  any              Defaulting Lender) or, after the termination of the Revolving Credit              Commitments, the outstanding Revolving Credit Loans and Ratable              Share of Letter of Credit Obligations of the Lenders (excluding any              Defaulting Lender), plus (b) the aggregate outstanding amount of              any Term Loans, plus (c) the aggregate amount of the LIFO Loan              Commitments of the Lenders (excluding any Defaulting Lender) or,              after  the  termination  of  the  LIFO  Loan  Commitments,  the              outstanding LIFO Loans (excluding any Defaulting Lender).”              (c)   Swing Loan Commitment. The phrase “Fifteen Million and 00/100 Dollars  ($15,000,000.00)” contained in Section 2.1.2 of the Credit Agreement is hereby replaced with the  phrase “Zero Dollars ($0)”.               (d)   LIFO Loan Commitment. New Section 2.1.4 is hereby added to the Credit  Agreement as follows:                    “2.1.4. LIFO Loan Commitment. Subject to the terms and              conditions hereof, including, without limitation, Sections 2.8 [Use              of Proceeds] and 7.1.15 [Budget Compliance], and relying upon the              representations  and  warranties  herein  set  forth,  each  Lender             severally agrees to make LIFO Loans in Dollars to the Borrower at                                        - 7 -  131832.01464/109680341v.4  





 






               any time or from time to time on or after the Second Amendment              Effective  Date  to  the  LIFO  Expiration  Date;  provided  that  after              giving effect to each such LIFO Loan (i) the aggregate amount of              LIFO Loans from such Lender shall not exceed such Lender’s LIFO              Loan Commitment and (ii) the LIFO Facility Usage shall not exceed              the  LIFO  Loan  Commitments  minus  the  amount,  if  any,  of              Approved  Budget  Excess  Cash.   Within  such  limits  of  time  and              amount and subject to the other provisions of this Agreement, the              Borrower  may  borrow,  repay  and  reborrow  pursuant  to  this              Section 2.1.4.”                (e)   Borrowing Availability. New Section 2.1.5 is hereby added to the Credit  Agreement as follows:                     “2.1.5  Borrowing  Availability.  Notwithstanding  anything              to  the  contrary  provided  for  in  this  Agreement,  specifically             including the preceding Section 2.1.4 [LIFO Loan Commitment], no             LIFO Loan may be requested by the Borrower in any amount greater             than the amount necessary to fund disbursements by the Borrower             strictly in accordance with the Approved Budget to the extent such             disbursements are contemplated under the Approved Budget to be             made within the five (5) Business Days following the date of the             funding  of  such  request  (provided  that,  notwithstanding  the             foregoing, the amount requested may be rounded up as necessary to             comply with the requirements for minimum amounts and permitted             integral multiples provided for in the final sentence of Section 2.5.3             [LIFO Loan Requests] hereof with respect to LIFO Loans so long             as the LIFO Loan Commitments are not thereby exceeded).”              (f)   Nature of Lenders’ Obligations with Respect to Revolving Credit Loans,  Term  Loans  and  LIFO  Loans.  Section  2.2  is  retitled  as  “Nature  of  Lenders’  Obligations  with  Respect to Revolving Credit Loans, Term Loans and LIFO Loans” and new Section 2.2.3 is hereby  added to the Credit Agreement as follows:                     “2.2.3  LIFO  Loans.   Each  Lender  shall  be  obligated  to              participate in each request for LIFO Loans pursuant to Section 2.5              [Loan  Requests;  Swing  Loan  Requests]  in  accordance  with  its              Ratable Share.  The aggregate amount of each Lender’s LIFO Loans              outstanding hereunder to the Borrower at any time shall not exceed              its LIFO Loan Commitment minus its Ratable Share of the amount,              if any, of Approved Budget Excess Cash.  The obligations of each              Lender hereunder are several.  The failure of any Lender to perform              its  obligations  hereunder  shall  not  affect  the  Obligations  of  the              Borrower to any other party nor shall any other party be liable for              the failure of such Lender to perform its obligations hereunder.  The              Lenders shall have no obligation to make LIFO Loans hereunder on              or after the LIFO Expiration Date.”                                        - 8 -  131832.01464/109680341v.4  





 






               (g)   Commitment Fees. (i) Section 2.3 of the Credit Agreement is hereby (a)  renumbered as Section 2.3.1 and (b) retitled as “Revolving Loan Commitment Fees” and (ii) new  Section 2.3.2 is hereby added to the Credit Agreement as follows:                    “2.3.2  LIFO  Loan  Commitment  Fees.  Accruing  from  the              Second Amendment Effective Date until the LIFO Expiration Date,              the  Borrower  agrees  to  pay  to  the  Administrative  Agent  for  the              account  of  each  Lender  according  to  its  Ratable  Share,  a              nonrefundable  commitment  fee  (the  “LIFO  Commitment  Fee”)              equal to one half of one percent (0.50%) per annum (computed on              the basis of a year of 365 or 366 days, as the case may be, and actual              days elapsed) multiplied by the average daily difference between the              amount of (i) the LIFO Loan Commitments and (ii) the amount of              the LIFO Facility Usage; provided, that any LIFO Commitment Fee              accrued with respect to the LIFO Loan Commitment of a Defaulting              Lender during the period prior to the time such Lender became a              Defaulting Lender and unpaid at such time shall not be payable by              the Borrower so long as such Lender shall be a Defaulting Lender              except to the extent that such LIFO Commitment Fee shall otherwise              have been due and payable by the Borrower prior to such time; and              provided further that no LIFO Commitment Fee shall accrue with              respect to the LIFO Loan Commitment of a Defaulting Lender so             long as such Lender shall be a Defaulting Lender.  Subject to the              proviso in the directly preceding sentence, all LIFO Commitment              Fees shall be payable monthly in arrears on the first day of each              calendar month for the immediately preceding calendar month.”              (h)   LIFO  Loan  Requests.  New  Section  2.5.3  is  hereby  added  to  the  Credit  Agreement as follows:                    “2.5.3  LIFO Loan Requests. Except as otherwise provided              herein,  the  Borrower  may  from  time  to  time  prior  to  the  LIFO              Expiration  Date  request  the  Lenders  to  make  LIFO  Loans  by              delivering to the Administrative Agent, not later than 12:00 noon              two (2) Business Days prior to the proposed Borrowing Date a duly             completed request therefor substantially in the form of Exhibit 2.5.3              or a request by telephone immediately confirmed in writing by letter,              facsimile or e-mail (in “pdf”, “tif” or similar format) in such form              (each,  a  “LIFO  Loan  Request”),  it  being  understood  that  the              Administrative Agent may rely on the authority of any individual             making such a telephonic request without the necessity of receipt of              such  written  confirmation.   Each  LIFO  Loan  Request  shall  be              irrevocable and shall specify (A) the proposed Borrowing Date and              (B)  the  principal  amount  of  the  proposed  LIFO  Loans,  which              amount shall be in in integral multiples of one hundred thousand and              00/100 Dollars ($100,000) and not less than five hundred thousand              and 00/100 Dollars ($500,000).”                                        - 9 -  131832.01464/109680341v.4  





 






               (i)   Making  Revolving  Credit  Loans, LIFO  Loans  and  Swing  Loans;  Presumptions by the Administrative Agent; Repayment of Revolving Credit Loans, the Term Loan  and  LIFO  Loans;  Borrowings  to  Repay  Swing  Loans;  Designated  Lenders.  Section  2.6  of  the  Credit  Agreement  is  hereby  retitled  as  “Making  of  Revolving  Credit  Loans,  LIFO  Loans  and  Swing Loans; Presumptions of the Administrative Agent; Repayment of Revolving Credit Loans,  the Term Loan and LIFO Loans; Borrowings to Repay Swing Loans”.                (j)   Making  LIFO  Loans.   Section  2.6.1  of  the  Credit  Agreement  is  hereby  renumbered as “Section 2.6.1.1” and new Section 2.6.1.2 is hereby added to the Credit Agreement  as follows:                    “2.6.1.2     Making  LIFO  Loans.  The  Administrative              Agent shall, promptly after receipt by it of a LIFO Loan Request              pursuant to Section 2.5.3 [LIFO Loan Requests], notify the Lenders              of its receipt of such LIFO Loan Request specifying the information              provided by the Borrower and the apportionment among the Lenders              of the requested LIFO Loans as determined by the Administrative              Agent  in  accordance  with  Section  2.2  [Nature  of  Lenders’              Obligations with Respect to Revolving Credit Loans, Term Loans              and LIFO Loans].  Each Lender shall remit the principal amount of              each  LIFO  Loan  to  the  Administrative  Agent  such  that  the              Administrative Agent is able to, and the Administrative Agent shall,              to the extent the Lenders have made funds available to it for such              purpose and subject to Section 6.2 [Each Loan or Letter of Credit],              fund  such  LIFO  Loans  to  the  Borrower  in  U.S.  Dollars  in              immediately  available  funds  at  the  Principal  Office  prior  to  2:00              p.m., on the applicable Borrowing Date; provided that if any Lender              fails to remit such funds to the Administrative Agent in a timely              manner, the Administrative Agent may elect in its sole discretion to              fund with its own funds the LIFO Loans of such Lender on such              Borrowing Date, and such Lender shall be subject to the repayment              obligation  in  Section  2.6.2  [Presumptions  by  the  Administrative              Agent].”              (k)   Presumptions  by  the  Administrative  Agent.   Section  2.6.2  of  the Credit  Agreement is hereby amended and restated as follows:                    “2.6.2  Presumptions  by  the  Administrative  Agent.  Unless              the Administrative Agent shall have received notice from a Lender              prior to the proposed time of any Base Rate Loan, or, for Loans other              than Base Rate Loans, prior to the close of business the day before              the Borrowing Date, that such Lender will not make available to the              Administrative  Agent  such  Lender’s  share  of  such  Loan,  the              Administrative Agent may assume that such Lender has made such              share  available  on  such  date  in  accordance  with  Section  2.6.1.1              [Making Revolving Credit Loans] or Section 2.6.1.2 [Making LIFO              Loans], as applicable, and may, in reliance upon such assumption,                                       - 10 -  131832.01464/109680341v.4  





 






               make available to the Borrower a corresponding amount.  In such              event, if a Lender has not in fact made its share of the applicable              Loan available to the Administrative  Agent,  then  the  applicable              Lender  and  the  Borrower  severally  agree  to  pay  to  the              Administrative  Agent  forthwith  on  demand  such  corresponding             amount in the appropriate currency with interest thereon, for each             day from and including the date such amount is made available to             the  Borrower  to  but  excluding  the  date  of  payment  to  the             Administrative Agent, at (i) in the case of a payment to be made by             such Lender, the greater of the Federal Funds Effective Rate (or, for             payments in an Optional Currency, the Overnight Rate), and a rate             determined by the Administrative Agent in accordance with banking             industry rules on interbank compensation and (ii) in the case of a             payment to be made by the Borrower, the interest rate applicable to             Loans under the Base Rate Option.  If such Lender pays its share of             the applicable Loan to the Administrative Agent, then the amount             so paid shall constitute such Lender’s Loan.  Any payment by the             Borrower shall be without prejudice to any claim the Borrower may             have against a Lender that shall have failed to make such payment             to the Administrative Agent.”             (l)   Repayment of LIFO Loans.  Section 2.6.8 of the Credit Agreement is hereby  renumbered as “Section 2.6.9” and new Section 2.6.8 is hereby added to the Credit Agreement as  follows:                    “2.6.8  Repayment  of  LIFO  Loans.  Subject  to  any              mandatory prepayments required under Section 4.7 and applied to              the LIFO Loans in accordance with such section, the Borrower shall              repay the LIFO Loans together with all outstanding interest thereon              on the LIFO Expiration Date.”              (m)   Notes. Section 2.7 of the Credit Agreement is hereby amended and restated  in its entirety as follows:                     “2.7  Notes. The Obligation of the Borrower to repay the              aggregate unpaid principal amount of the Revolving Credit Loans,              Swing  Loans,  Term  Loans  and  LIFO  Loans  made  to  it  by  each              Lender,  together  with  interest  thereon,  shall  be  evidenced  by  a              revolving credit Note, a swing Note, a Term Note and a LIFO Note,              payable to such Lender and its registered assigns in a face amount              equal  to  the  Revolving  Credit  Commitment,  Swing  Loan              Commitment, Term Loan Commitment or LIFO Loan Commitment,              as applicable, of such Lender.”              (n)   Use of Proceeds.  Section 2.8 is hereby amended by adding the following  sentence to the end of such section:                     “The proceeds of the LIFO Loans shall be used for working              capital purposes of the Borrower and its Subsidiaries, to pay, subject                                       - 11 -  131832.01464/109680341v.4  





 






               to Section 6 of the Second Amendment, current interest and fees due              and  payable  under  this  Agreement,  to  pay  costs  and  expenses  of              professionals and other items necessary to manage the business in              the  normal  course,  in  each  case,  solely  in  accordance  with  the              Approved Budget.”              (o)   Letter  of  Credit  Sublimit.  The phrase  “Twenty-Five  Million  and 00/100  Dollars ($25,000,000.00)” contained in Section 2.9.1.1 of the Credit Agreement is hereby replaced  with the phrase “Ten Million and 00/100 Dollars ($10,000,000.00)”.               (p)   LIFO Loan Interest Rate.  Section 3.1.4 of the Credit Agreement is hereby  renumbered as “Section 3.1.5" and new Section 3.1.4 is hereby added to the Credit Agreement as  follows:                    “3.1.4  LIFO Loan Interest Rate. Each LIFO Loan shall bear              interest at a rate per annum equal to the Euro-Rate as determined for              a one (1) month period plus ten percent (10%).”                (q)   Payments. The second sentence of Section 4.1 of the Credit Agreement is  hereby amended and restated in its entirety as follows:                    “Such payments shall be made to the Administrative Agent              at the Principal Office for the account of PNC with respect to the              Swing Loans and for the ratable accounts of the Lenders with respect              to  the  Revolving  Credit  Loans, Term  Loans  and  LIFO  Loans  in              immediately  available  funds,  and  the  Administrative  Agent  shall              promptly  distribute  such  amounts  to  the  Lenders  in  immediately              available funds; provided that in the event payments are received by              1:00 p.m. by the Administrative Agent with respect to the Loans and              such payments are not distributed to the Lenders on the same day              received  by  the  Administrative  Agent,  the  Administrative  Agent              shall pay the Lenders interest at the Federal Funds Effective Rate in              the case of Loans or other amounts due in Dollars, or the Overnight             Rate  in  the  case  of  Loans  or  other  amounts  due  in  an  Optional             Currency, with respect to the amount of such payments for each day             held by the Administrative Agent and not distributed to the Lenders.”             (r)   Pro  Rata  Treatment  of  Lenders.  Section  4.2  of  the  Credit  Agreement  is  hereby amended and restated in its entirety as follows:                     “4.2  Pro Rata Treatment of Lenders. Each borrowing of              Revolving Credit Loans and LIFO Loans shall be allocated to each              Lender  according  to  its  Ratable  Share,  and  each  selection  of,              conversion  to  or  renewal  of  any  Interest  Rate  Option  and  each              payment or prepayment by the Borrower with respect to principal,              interest, Commitment Fees and Letter of Credit Fees (but excluding              the Administrative Agent’s Fee and the Issuing Lender’s fronting              fee) shall (except as otherwise may be provided with respect to a                                       - 12 -  131832.01464/109680341v.4  





 






               Defaulting  Lender  and  except  as  provided  in  Sections  3.4.4              [Administrative Agent’s and Lender’s Rights] in the case of an event              specified  in  Section  3.4  [Rate  Unascertainable;  Etc.],  4.6.2              [Replacement  of  a  Lender]  or  4.8  [Increased  Costs])  be  payable              ratably among the Lenders entitled to such payment in accordance              with the amount of principal, interest, Commitment Fees and Letter             of Credit Fees, as set forth in this Agreement.  Notwithstanding any             of the foregoing, each borrowing or payment or prepayment by the             Borrower  of  principal,  interest,  fees  or  other  amounts  from  the             Borrower with respect to Swing Loans shall be made by or to PNC             according to Section 2.6.5 [Borrowings to Repay Swing Loans].”             (s)   Right to Prepay. Section 4.6.1 of the Credit Agreement is hereby amended  and restated in its entirety as follows:                     “4.6.1  Right to Prepay.   The  Borrower  shall  have  the              right at its option from time to time to prepay the Loans in whole or              part  without  premium  or  penalty  (except  as  provided  in              Section 4.6.2  [Replacement  of  a  Lender]  below,  in  Section 4.8              [Increased  Costs]  and  Section  4.10  [Indemnity]).   Whenever  the              Borrower desires to prepay any part of the Loans (except as required              pursuant to Section 4.7.3 or 4.7.8), it shall provide a prepayment              notice to the Administrative Agent by 1:00 p.m. (A) at least one (1)             Business Day prior to the date of prepayment of the LIFO Loans,             Revolving Credit Loans or Term Loans denominated in Dollars, (B)             at least four (4) Business Days prior to the date of prepayment of             any Optional Currency Loans, or (C) no later than 1:00 p.m. on the             date of prepayment of Swing Loans, in each case setting forth the             following information:              (w)   the  date,  which  shall  be  a  Business  Day,  on  which  the             proposed prepayment is to be made;              (x)    a  statement  indicating  the  application  of  the  prepayment             between the LIFO Loans, Revolving Credit Loans, Swing Loans and             Term Loans;              (y)    a  statement  indicating  the  application  of  the  prepayment             between Loans to which the Base Rate Option applies and Loans             and Optional Currencies to which the Euro-Rate Option applies; and              (z)    the total principal amount of such prepayment.               All prepayment notices shall be irrevocable.  The principal amount             of the Loans for which a prepayment notice is given, together with             interest on such principal amount, shall be due and payable on the             date specified in such prepayment notice as the date on which the             proposed  prepayment  is  to  be  made.  All  prepayments  permitted                                       - 13 -  131832.01464/109680341v.4  





 






               pursuant to this Section 4.6.1 [Right to Prepay] shall be applied  by             the  Administrative  Agent  as  set  forth  in  Section  4.7.7.   Any             prepayment hereunder shall be subject to the Borrower’s Obligation             to  indemnify  the  Lenders  under  Section 4.10  [Indemnity].              Prepayments shall be made in the currency in which such Loan was             made unless otherwise directed by the Administrative Agent.”              (t)   Asset Sales and Recovery Events.  Section 4.7.3 of the Credit Agreement is  hereby amended and restated in its entirety as follows:                    “4.7.3  Asset Sales and Recovery Events.  Within three (3)              days  of  the  receipt  by  any  Loan  Party  or  any  of  its  Subsidiaries              (including, for the avoidance of doubt, Excluded Subsidiaries) of              Net Cash Proceeds from any Asset Sale or Recovery Event (other              than from the Federal Sale Transaction, the Net Cash Proceeds of              which shall be paid by the Borrower to the Administrative Agent              immediately  upon  the  closing  thereof)  occurring  on  or  after  the              Second  Amendment  Effective  Date,  the  Borrower  shall,  make  a              mandatory  prepayment  of  the  Obligations  in  an  amount  equal  to              such Net Cash Proceeds to be applied by the Administrative Agent              as set forth in Section 4.7.7; provided, however, that, (i) to the extent              the Net Cash Proceeds from any such Asset Sales shall be equal to              or less than $10,000 individually or in the aggregate, the Borrower              shall  not  be  required  to  make  a  mandatory  prepayment  of  the              Obligations with such Net Cash Proceeds until the total amount of              such  Net  Cash  Proceeds  that  have  not  been  applied  towards  a              mandatory prepayment of the Obligations exceeds $10,000 and (b)              the Borrower shall, concurrently with the delivery of each Updated              Budget, deliver to the Administrative Agent a schedule identifying              the  total  amount  of  any  such  Net  Cash  Proceeds  that  have  been              retained by the Borrower since the date of the most recent Updated              Budget delivered to the Administrative Agent.”               (u)   Application Among Loans and Interest Rate Options.  Section 4.7.7 of the  Credit Agreement is hereby amended and restated in its entirety as follows:                    “4.7.7  Application Among Loans and Interest Rate Options.              All prepayments required pursuant to Section 4.7.3 [Asset Sales and              Recovery Events] through Section 4.7.6 [Excess Cash Flow] shall,              so long as no Potential Default or Event of Default has occurred, be              applied  as  follows:  (i)   first  to  the  outstanding  LIFO  Loans,  and              thereafter, in the Administrative Agent’s discretion, (ii) to repay the              deferred principal payment on the Term Loan, (iii) to all deferred              interest payments on the Loans, (iv) to the fees then due and owing,              (v) to the remaining outstanding principal installments of the Term              Loan in the inverse order of maturity, (vi) to the remaining Loans              and (vii) to the payment of any other Obligations then outstanding;                                       - 14 -  131832.01464/109680341v.4  





 






               provided, however, that the Revolving Credit Commitments shall be              reduced on a dollar for dollar basis (with such reductions allocated              among the Revolving Credit Commitments of the various Lenders              on a pro rata basis) in the amount of 100% of the Net Cash Proceeds              applied to any amounts pursuant to clause (vi). In accordance with              Section 4.10 [Indemnity], the Borrower shall indemnify the Lenders              for  any  loss  or  expense,  including  loss  of  margin,  incurred  with              respect to any such prepayments applied against Loans subject to a              Euro-Rate  Option  on  any  day  other  than  the  last  day  of  the              applicable Interest Period.”              (v)   Excess US Book Cash Balance.  New Section 4.7.8 is hereby added to the  Credit Agreement as follows:                    “4.7.8       Excess US Book Cash Balance. To the extent              the Loan Parties maintain Ending US Book Cash Balance (as set              forth in the Approved Budget) as of any Testing Date in excess of              $11,000,000,  the  Borrower  shall,  no  later  than  the  third  (3rd)              Business  Day  thereafter,  make  a  prepayment  of  the  outstanding              Loans under the LIFO Facility in an amount equal to such excess.”              (w)   Repatriation.  New Section 4.7.9 is hereby added to the Credit Agreement  as follows:                    “4.7.9       Repatriation.  If the amount of cash on hand              maintained by the Excluded Subsidiaries exceeds $9,500,000, in the              aggregate,  at  any  time,  (a)  each  Loan  Party,  to  the  extent  not in              violation of applicable law and to the extent it would not result in             material  adverse  tax  consequences  for  the  Borrower  or  its             Subsidiaries,  as  determined  by  the  Administrative  Agent  and             Required Lenders in their reasonable discretion (the amount of any             such excess, the “Permitted Excess Foreign Cash Amount”), shall             cause  the  Excluded  Subsidiaries  to  promptly  make  dividends,             distributions  or  repayment  of  intercompany  obligations,  as             applicable,  from  time  to  time,  to  the  Loan  Party  to  which  such             intercompany obligations are owed and/or their respective direct or             indirect parent company that is a Loan Party equal to such Permitted             Excess Foreign Cash Amount and (b) each applicable Loan Party             shall  deposit  such  Permitted  Excess  Foreign  Cash  Amount             distributed or paid to such Loan Party in a bank account of such             Loan Party located in the U.S. that is subject to the control of the             Administrative Agent.”             (x)   Flood  Insurance.   New  Section  5.1.17  is  hereby  added  to  the  Credit  Agreement as follows:                    “5.1.17     Flood Insurance. All real property owned by              the  Loan  Parties  is  insured  pursuant  to  policies  and  other  bonds              which  are  valid  and  in  full  force  and  effect  and  which  provide                                       - 15 -  131832.01464/109680341v.4  





 






               adequate coverage from reputable and financially sound insurers in              amounts sufficient to insure the assets and risks of each such Loan              Party in accordance with prudent business practice in the industry of              such Loan Party.  Each Loan Party has taken all actions required              under the Flood Laws and/or requested by the Administrative Agent              to assist in ensuring that each Lender is in compliance with the Flood              Laws  applicable  to  the  Collateral,  including,  but  not  limited  to,              providing the Administrative Agent with the address and/or GPS              coordinates of each structure located upon any real property that will              be subject to a Mortgage in favor of the Administrative Agent, for              the benefit of Lenders, and, to the extent required, obtaining flood              insurance for such property, structures and contents prior to such              property, structures and contents becoming Collateral.”               (y)   Certificate of Beneficial Ownership.  New Section 5.1.18 is hereby added  to the Credit Agreement as follows:                     “5.1.18     Certificate  of  Beneficial  Ownership.   The              Certificate of Beneficial Ownership executed and delivered to the              Administrative Agent and Lenders for each Loan Party on or prior              to the Second Amendment Effective Date, as updated from time to              time in accordance with this Agreement, is accurate, complete and              correct as of the date hereof and as of the date any such update is              delivered.  The  Loan  Parties  acknowledge  and  agree  that  the              Certificate of Beneficial Ownership is one of the Loan Documents.”              (z)   Each  Loan  or  Letter  of  Credit.   Section  6.2  of  the  Credit  Agreement  is  hereby amended by deleting the “and” immediately preceding “(vi)” and adding the following new  clause (vii) at the end thereof:                “and  (vii)  the  Administrative  Agent  and  each  Lender  shall  have              received,  in  form  and  substance  acceptable  to the  Administrative              Agent  and  each  Lender  an  executed  Certificate  of  Beneficial              Ownership  and  such  other  documentation  and  other  information              requested in connection with applicable “know your customer” and              anti-money  laundering  rules  and  regulations,  including  the  USA              Patriot Act.”               (aa)  Visitation  Rights.   The  last  sentence  of  Section  7.1.5  of  the  Credit  Agreement is hereby amended and restated in its entirety as follows:               “Notwithstanding the foregoing, such Collateral audits and/or field              examinations shall, at the Administrative Agent’s discretion or as              directed by the Required Lenders, be conducted no more than one              (1) time per fiscal quarter, unless an Event of Default has occurred              and is continuing (in which case, such frequency limitation shall no              longer apply).”                                       - 16 -  131832.01464/109680341v.4  





 






               (bb)  Government Receivables. New Section 7.1.13 is hereby added to the Credit  Agreement as follows:                     “7.1.13     Government Receivables.  Each Loan Party              shall  promptly  deliver  to  the  Administrative  Agent  executed              assignment agreements (“Assignment Agreements”), together with             forms of notice of assignment (“Notices of Assignment”), in respect             of each of its government contracts that are not subject to an anti-            assignment  provision  (“Government  Contracts”)  to  the  extent             necessary to protect the Administrative Agent’s security interest and             rights  and  remedies  in  and  with  respect  to  such  Government             Contracts  under  the  Federal  Assignment  of  Claims  Act  and  the             Uniform Commercial Code and all other applicable state or local             statutes or ordinances and promptly deliver to the Administrative              Agent, appropriately endorsed, any instrument or tangible chattel              paper  connected  with  any  receivable  arising  out  of  any  such              Government  Contracts  between  any  Loan  Party  and  the  United              States, any state or any department, agency or instrumentality of any              of them; provided that such Assignment Agreements and Notices of              Assignment shall not be delivered to the contracting officers on such              Government  Contracts  unless  and until (i) the Federal Sale              Transaction  Milestones  set  forth  in  Schedule  2  to  the  Second              Amendment  shall  not  be  met  (subject  to  any  extensions  or              modifications  to  such  Federal  Sale Transaction Milestones  in  the              sole discretion of the Administrative Agent) or (ii) such earlier time              as  the  Administrative  Agent  and  the  Required  Lenders  shall              determine  in  their  sole  and  absolute  discretion  following  the              occurrence of a Potential Default or an Event of Default.  At the time              of  delivery  of  any  such  Assignment  Agreements  and  Notices  of              Assignment,  the  applicable  Loan  Party  shall  also  deliver  to  the              Administrative  Agent  contact  information  for  the  contracting              officers  on  each  such  Government  Contract  and  such  other              information requested by the Administrative Agent that is required              to  be  delivered  for  any  contract  between  the  Borrower  or  any              Guarantor  and  the  United  States,  any  state  or  any  department,              agency or instrumentality of any of them in order for Borrower or              such  Guarantor  to  assign  its  right  to  payment  of  receivables              thereunder to the Administrative Agent pursuant to the Assignment              of Claims Act of 1940, as amended (31 U.S.C. Sub-Section 3727 et              seq. and 41 U.S.C. Sub-Section 15 et seq.”              (cc)  Lender Calls. New Section 7.1.14 is hereby added to the Credit Agreement  as follows:                     “7.1.14      Lender  Calls.   Upon  the  request  of  the              Administrative  Agent,  the  Borrower  and  its  advisors  (including              financial advisors, investment bankers and attorneys, as applicable)                                       - 17 -  131832.01464/109680341v.4  





 






               shall  participate  in  periodic  telephone  calls  or  meetings  with the              Administrative  Agent  and  Lenders,  such  telephone  calls  and/or              meetings to be no less frequent than once in any seven (7) day period              and to include an update on the sale or marketing process, and shall              provide  the  Administrative  Agent  and  Lenders  with  such  non-             privileged information as the Administrative Agent may reasonably              request.”               (dd)  Budget  Compliance.  New  Section  7.1.15  is  hereby  added  to  the  Credit  Agreement as follows:                      “7.1.15     Budget  Compliance.   As  measured  as  of              Friday  of  each  calendar  week  occurring  after  the  Second              Amendment Effective Date beginning with July 13, 2018 (each such              Friday, the “Testing Date”) (a) for the two (2) calendar week period              ending on such Testing Date (the “Two Week Testing Period”) in              the case of clause (i) below and (b) for the immediately preceding              three (3) calendar week period ending on such Testing Date in the              case of clauses (ii)-(iv) below (the “Three Week Testing Period”;              together with the Two Week Testing Period, the “Testing Periods”):              (i)  the aggregate Payroll & Benefits (excluding self-insured medical              and union medical) disbursements for the US Segment made by the              Loan Parties during the applicable Two Week Testing Period must              be no greater than one hundred ten percent (110%) of the aggregate              amount of the projected Payroll & Benefits (excluding self-insured              medical and union medical) disbursements for the US Segment for              the  applicable  Two  Week  Testing  Period  as  set  forth  in  the              Approved  Budget,  (ii)  the  aggregate  Trade  Accounts  Payable              disbursements (including self-insured medical and union medical)              for the US Segment made by the Loan Parties during the applicable              Three Week Testing Period must be no greater than one hundred              fifteen  percent  (115%)  of  the  aggregate  amount  of  the  projected              Trade Accounts Payable (including self-insured medical and union              medical) disbursements for the US Segment for the applicable Three              Week Testing Period as set forth in the Approved Budget, (iii) the              aggregate  Total  Non-Operating  Disbursements  (excluding  Excess              Lender Advisor Fees) for the US Segment made by the Loan Parties              during the applicable Three Week Testing Period must be no greater              than one hundred fifteen percent (115%) of the aggregate amount of              the  projected  Total  Non-Operating  Disbursements  for  the  US              Segment for the applicable Three Week Testing Period as set forth              in the Approved Budget and (iv) commencing with the week ending              July 20, 2018, the Loan Parties’ U.S. Net Cash Flows for the US              Segment (excluding Excess Lender Advisor Fees), on a cumulative              basis, must equal or exceed the amount provided for in the Approved              Budget as of the end of the applicable Three Week Testing Period.”                                       - 18 -  131832.01464/109680341v.4  





 






               (ee)  Flood  Insurance.  New  Section  7.1.16  is  hereby  added  to  the  Credit  Agreement as follows:                     “7.1.16      Flood Insurance. Each Loan Party shall take              all  actions  required  under  the  Flood  Laws  and/or  requested  by              Administrative Agent to assist in ensuring that each Lender is in              compliance  with  the  Flood  Laws  applicable  to  the  Collateral,              including, but not limited to, providing the Administrative Agent              with the address and/or GPS coordinates of each structure on any              real  property  that  will  be  subject  to  a  mortgage  in  favor  of              Administrative Agent, for the benefit of Lenders, and, to the extent              required, obtaining flood insurance for such property, structures and              contents prior to such property, structures and contents becoming              Collateral, and thereafter maintaining such flood insurance in full              force and effect for so long as required by the Flood Laws.”               (ff)  Certificate of Beneficial Ownership and Other Additional Information. New  Section 7.1.17 is hereby added to the Credit Agreement as follows:                     “7.1.17      Certificate  of  Beneficial  Ownership  and              Other Additional Information.  Provide to the Administrative Agent              and the Lenders: (i) confirmation of the accuracy of the information              set  forth  in  the  most  recent  Certificate  of  Beneficial  Ownership              provided  to  the  Administrative Agent  and  Lenders;  (ii)  a  new              Certificate  of  Beneficial  Ownership,  in  form  and  substance              acceptable to the Administrative Agent and each Lender, when the              individual(s) to be identified as a Beneficial Owner have changed;              and  (iii)  such  other  information  and  documentation  as  may              reasonably be requested by the Administrative Agent or any Lender              from time to time for purposes of compliance by the Administrative              Agent  or  such  Lender  with  applicable  laws  (including  without              limitation the USA Patriot Act and other “know your customer” and              anti-money  laundering  rules  and  regulations),  and  any  policy  or              procedure implemented by the Administrative Agent or such Lender              to comply therewith.”               (gg)  Minimum Consolidated EBITDA. Section 7.2.15 of the Credit Agreement  is hereby amended and restated in its entirety as follows:                    “7.2.15      Minimum Consolidated EBITDA.  Minimum              Consolidated EBITDA.  Commencing with the fiscal month ending              June 30, 2018, and for each fiscal month thereafter, the Loan Parties              shall  not  permit  Consolidated  EBITDA  for  the  three  (3)  fiscal              months then ending to be less than (i) <$3,000,000> for the fiscal              months ending June 30, 2018, July 31, 2018 and August 30, 2018,              and (ii) <$3,500,000> for the fiscal months ending September 30,              2018 and thereafter, calculated as of the end of each fiscal month.”                                       - 19 -  131832.01464/109680341v.4  





 






                             (hh)  Maximum Capital Expenditures. Section 7.2.16 of the Credit Agreement is  hereby amended and restated in its entirety as follows:                    “7.2.16      Maximum Capital Expenditures.  Each of the              Loan Parties shall not, and shall not permit any of its Subsidiaries              to, contract for, purchase or make any expenditure or commitments              for Capital Expenditures in an aggregate amount for all Loan Parties              and  their  Subsidiaries  in  excess  of  the  amount  set  forth  in  the              Approved Budget.”               (ii)  SAP  Implementation  Related  Expenses.  New  Section  7.2.18  is  hereby  added to the Credit Agreement as follows:                    “7.2.18      SAP  Implementation  Related  Expenses.               Each  of  the Loan  Parties  shall  not,  and  shall  not  permit  any              Subsidiary  to,  incur  expenses  (other  than  non-cash  expenses  in              connection  with  deferred  costs in  an  aggregate  amount  up  to              $3,500,000  amortized  monthly  in  the  amount  of  $100,000  per              month),  or  acquire  obligations  (other  than  obligations  directly              related  to  the  subscription  and  hosting  agreements  between  the              Borrower and SAP), in respect of any SAP Implementation Related              Expenses.”               (jj)  No  Asset  Transfers.  New  Section  7.2.18  is  hereby  added  to  the  Credit  Agreement as follows:                      “7.2.18     No Asset Transfers. No Loan Party shall be              permitted to transfer any assets (other than inventory pursuant to              sales in the ordinary course of business) to any Excluded Subsidiary             unless such transfer is accounted for as a specific line item in the             Approved Budget.”              (kk)  Weekly  Budget.   Section  7.3.5(ii)  of  the  Credit  Agreement  is  hereby  amended and restated in its entirety as follows:                     “(ii)  Weekly Budget.  Weekly, no later than Tuesday  (or,              if such Tuesday is not a Business Day, the immediately succeeding              Business Day) of each week beginning with the week of July 2, 2018,              (a) an updated Budget for the succeeding twenty-six-week period              and (b) a reconciliation of actual performance of the Loan Parties              and their Subsidiaries for the immediately prior week versus their              projected  performance  in  the  Approved  Budget  for  such  week,              provided that management and the Borrower’s Financial Advisor              will  concurrently  provide  written  explanation  for  any  variance in              excess  of  the  variance  to  the  budgeted  amounts  set  forth  in  the              Approved Budget as permitted pursuant to 7.1.15.”                                       - 20 -  131832.01464/109680341v.4  





 






               (ll)  Updated  Budget.  New  Section  7.3.5(iii)  is  hereby  added  to  the  Credit  Agreement as follows:                    “(iii)  Updated Budget.  On July 24, 2018 and on the              Tuesday of every four (4) weeks recurring thereafter until the LIFO              Expiration Date, and upon the consummation of the Federal Sale              Transaction,  an  updated  Budget  (each  such  updated  budget,  an              “Updated  Budget”)  for  the  immediately  succeeding  twenty-six              week period, which shall be in substantially the same form as the              Initial  Second  Amendment  Budget.  Such  Updated  Budget  shall              become the Approved Budget upon review by the Lenders’ financial              advisor and written notice of approval thereof by the Administrative              Agent and the Required Lenders in their sole and absolute discretion              following a reasonable opportunity (not to exceed five (5) Business              Days) to review and comment thereon; provided, however, that with              respect to the Updated Budgets delivered upon and following the              earlier of (x) the consummation of the Federal Sale Transaction and              (y)  August  31,  2018,  such  Updated  Budgets  shall  become  the              Approved  Budget  upon  approval  thereof  by  the  Administrative              Agent and Lenders holding not less than sixty-six and two-thirds              percent (662/3%) of the Commitments; provided, further, that if the              Administrative Agent does not deliver notice of acceptance of an              Updated Budget to the Borrower within such five (5) Business Day              review period, the most recent Approved Budget shall continue as              the  Approved  Budget  until  the  day  immediately  following  the              delivery of an Updated Budget in form and substance acceptable to              the Administrative Agent and the Required Lenders.”              (mm)  Variance  Reports.  New  Section  7.3.5(iv)  is  hereby  added  to  the Credit  Agreement as follows:                     “(iv)  Variance Reports.   On  the  Tuesday  (or,  if  such              Tuesday  is  not  a  Business  Day,  the  immediately  succeeding              Business Day) immediately following each Testing Date a report              setting  forth  the  information  in  clauses  (i)-(iv)  of  Section  7.1.15              [Budget  Compliance],  including  the  amount  of  any  variance,  for              each applicable Testing Period.”               (nn)  Breach of Negative Covenants, Visitation Rights, Anti-Terrorism Laws or  Financial Advisor Requirement. Section 8.1.4 of the Credit Agreement is hereby amended and  restated in its entirety a follows:                    “8.1.4       Breach  of  Negative  Covenants,  Visitation              Rights,  Anti-Terrorism  Laws  or  Financial  Advisor  Requirement.               Any  of  the  Loan  Parties  shall  default  in  the  observance  or              performance of any covenant contained in Section 7.1.5 [Visitation              Rights],  Section  7.1.9  [Anti-Terrorism  Laws;  International  Trade                                       - 21 -  131832.01464/109680341v.4  





 






               Law Compliance], Section 7.1.12 [Financial Advisor], Section 7.2              [Negative Covenants] or Section 7.3 [Reporting Requirements].”             (oo)  Increase of Commitments. Section 10.1.1 of the Credit Agreement is hereby  amended and restated in its entirety as follows:                    “10.1.1      Increase  of  Commitments.   Increase  the              amount  of  the  Revolving  Credit  Commitment  or  the  LIFO  Loan              Commitment of any Lender hereunder without the consent of such              Lender;”              (pp)  Extension  of  Payment;  Reduction  of  Principal,  Interest  or  Fees;  Modification of Terms of Payment. Section 10.1.2 of the Credit Agreement is hereby amended  and restated in its entirety as follows:                     “10.1.2     Extension  of  Payment;  Reduction  of              Principal,  Interest  or  Fees;  Modification  of  Terms  of  Payment.               Whether or not any Loans are outstanding, extend the Expiration              Date, the LIFO Expiration Date or the time for payment of principal              or interest of any Loan (excluding the due date of any mandatory             prepayment  of  a  Loan),  the  Commitment  Fee,  the  LIFO             Commitment Fee or any other fee payable to any Lender, or reduce              the principal amount of or the rate of interest borne by any Loan              (other than as a result of waiving the applicability of any post-default              increase in interest rates) or reduce the Commitment Fee, the LIFO              Commitment Fee or any other fee payable to any Lender, without              the consent of each Lender directly affected thereby;”              (qq)  Payments. Section 10.3.5 of the Credit Agreement is hereby amended and  restated in its entirety as follows:                    “10.3.5      Payments.   All  amounts  due  under  this              Section shall be payable upon demand therefor.”              (rr)  Commitments  of  Lenders.  Schedule  1.1(B)  to  the  Credit  Agreement is  hereby replaced with Schedule 1.1(B) attached hereto as Annex 2.               (ss)  Real Property.  The Credit Agreement is hereby amended and modified by  inserting a new Schedule 1.1(R) to the Credit Agreement containing the information set forth on  Schedule 1.1(R) attached hereto as Annex 3.               (tt)  Subsidiaries.  Schedule  5.1.2  to  the  Credit  Agreement  is  hereby replaced  with Schedule 5.1.2 attached hereto as Annex 4               (uu)  LIFO Note.  The Credit Agreement is hereby amended and modified by  inserting a new Exhibit 1.1(N)(4)to the Credit Agreement in the form of Exhibit 1.1(N)(4) attached  hereto as Annex 5.                                        - 22 -  131832.01464/109680341v.4  





 






                 (vv)  LIFO  Loan  Request.   The  Credit  Agreement  is  hereby  amended  and   modified by inserting a new Exhibit 2.5.3 to the Credit Agreement in the form of Exhibit 2.5.3   attached hereto as Annex 6.           4.    No Revolving Credit Loans.  Notwithstanding anything to the contrary contained   in the Credit Agreement or the other Loan Documents, no further Revolving Credit Loans shall be   requested by Borrower nor shall any Revolving Credit Loans be made by the Lenders, unless   otherwise consented to by all Lenders (other than Defaulting Lenders) in their sole and absolute   discretion.          5.    Maximum Leverage Ratio and Minimum Fixed Charge Coverage Ratio. From and   after  the  Effective  Date,  notwithstanding  anything  to  the  contrary  contained  in  the  Credit   Agreement or the other Loan Documents, testing of the financial covenants set forth in Sections   7.2.13 [Maximum Leverage Ratio] and 7.2.14 [Minimum Fixed Charge Coverage Ratio] shall be   suspended through the LIFO Expiration Date and, accordingly, the Loan Parties’ failure to comply   with such sections during such period shall not result in a Potential Default or an Event of Default.          6.    Deferment of Principal and Interest; Base Rate Option. From and after the Effective   Date, notwithstanding anything to the contrary contained in the Credit Agreement or the other   Loan Documents, (a) the Term Loan principal and interest payments and the Revolving Credit   Loan interest payments (for the avoidance of doubt, other than interest due on the LIFO Loans)   due (i) prior to the closing of the Federal Sale Transaction shall be deferred and shall instead be   due  and  payable  on  the  earlier  of  the  closing  of  the  Federal  Sale  Transaction  and   the  LIFO   Expiration Date and (ii) to the extent applicable, after the closing of the Federal Sale Transaction   shall be deferred and shall instead be due and payable on the LIFO Expiration Date (collectively,   “Deferred Principal and Interest Payments”) and (b) all Loans (other than the LIFO Loans)   shall bear interest at the per annum rate equal to, and in accordance with, the Base Rate Option.          7.    Amendments to Security Agreement.                  (a)   As of the Effective Date, Section 4(k) of the Security Agreement is hereby   amended by replacing each phrase “One Million and 00/100 Dollars ($1,000,000.00)” occurring   therein  with  the  following  phrase:  “Two  Hundred  Fifty  Thousand and  00/100  Dollars   ($250,000.00)”.                (b)   As of the Effective Date, the Security Agreement is hereby amended by  deleting Exhibits (A), (B) and (C) to the Security Agreement in their entirety and replacing such   exhibits, respectively, with Exhibits (A), (B) and (C) attached hereto as Annex 7.          8.    Fees.  In consideration for the Administrative Agent and Lenders entering into this   Amendment:                (a)   Amendment Fees. The Borrower shall pay to the Administrative Agent, for   the account of each Lender that consents to this Amendment on or before 5:00 p.m. Eastern time   on the date hereof, the fees set forth in the Second Amendment Lender Fee Letter.                (b)   Arrangement Fee. The Borrower shall pay to the Administrative Agent, for   its own account, the arrangement fee set forth in the Second Amendment Agent Fee Letter.                                         - 23 -   131832.01464/109680341v.4  





 






         9.    Effectiveness.   This  Amendment  shall  become  effective  on  the  date  that  the  Administrative Agent has determined that it has received each of the following, in each case in  form and substance satisfactory to the Administrative Agent (the date of such effectiveness, the  “Effective Date”):                     (a)   this  Amendment,  duly  executed  by  the  Borrower,  the              Guarantors party hereto, the Lenders party hereto and the Administrative              Agent;                     (b)   the  Second  Amendment  Fee  Letters  executed  by  the              Borrower and Administrative Agent;                      (c)   a separate Note substantially in the form of Exhibit 1.1(N)(4)              executed by the Borrower in favor of each Lender in an amount equal to              such Lender’s LIFO Loan Commitment;                     (d)   a  supplement  to  the  Patent,  Trademark  and  Copyright              Security Agreement signed by each applicable Loan Party in respect of any              Copyrights, Patents or Trademarks for which an assignment in favor of the              Administrative  Agent  has  not  previously  been  recorded  with  the United              States Copyright Office or the United States Patent and Trademark Offices,              as applicable;                     (e)   executed  Assignment  Agreements  and  Notices  of              Assignment in respect of each of the Loan Parties’ Government Contracts              in effect on the Second Amendment Effective Date and contact information              for the contracting officers on each such Government Contract and such              other  information  required  to  be  delivered  for  any  contract  between  the              Borrower  or  any  Guarantor  and  the  United  States,  any  state  or  any              department, agency or instrumentality of any of them in order for Borrower              or such Guarantor to assign its right to payment of receivables thereunder              to the Administrative Agent pursuant to the Assignment of Claims Act of              1940, as amended (31 U.S.C. Sub-Section 3727 et seq. and 41 U.S.C. Sub-             Section  15  et  seq.);  provided,  that  such  Assignment  Agreements and              Notices  of  Assignment  will  not  be  delivered  except  as  provided under              Section 7.1.13 of the Amended Credit Agreement; provided, further, that if              such Assignment Agreements and Notices of Assignment are not able to be              delivered  on  or  prior  to  the  time  that  all  other  conditions  precedent  are              satisfied, the Borrower shall have up to two (2) weeks (subject to extension              in the Administrative Agent’s sole discretion) after the Effective Date to              deliver such Assignment Agreements and Notices of Assignment;                     (f)   a  written  confirmation  that  no  Loan  Party  has  any              commercial tort claims;                      (g)   control agreements between the Administrative Agent and              each applicable financial institution in form and substance satisfactory to                                       - 24 -  131832.01464/109680341v.4  





 






               the  Administrative  Agent  with  respect  to  each  deposit  and  other  bank              account (other than payroll, trust and other fiduciary accounts) of Borrower              and each Guarantor listed on Schedule 3 hereto, which schedule reflects all              such accounts of each such Borrower and Guarantor and the Borrower shall              promptly notify the Administrative Agent of any changes to such schedule              after the date hereof; provided, that if such control agreements are not able              to be delivered on or prior to the time that all other conditions precedent are              satisfied, the Borrower shall have up to two (2) weeks (subject to extension              in the Administrative Agent’s sole discretion) after the Effective Date to              deliver such control agreements;                     (h)   a certificate dated as of the Effective Date and signed by the              Secretary or an Assistant Secretary or other Authorized Officer of each of              the  Loan  Parties,  certifying  as  appropriate  as  to:  (i)  true  copies  of  all             corporate or other organizational action taken by each Loan Party relative             to  this  Amendment  and  any  other  Loan  Documents  to  be  executed  and             delivered by such Loan Party in connection hereto; (ii) the names of the             Authorized Officers authorized to sign the Amendment and such other Loan             Documents and their true signatures; and (iii) copies of its organizational              documents  as  in  effect  on  the  Effective  Date  certified  (to  the extent              applicable) by the appropriate state official where such documents are filed              in  a  state  office  (or  in  the  alternative  if  applicable,  certifying  that  such              organizational  documents  have  not  been  amended  since  the  First              Amendment closing date) (to the extent delivered to the Lenders as of such              date together with certificates from the appropriate state officials as to the              continued existence  and  good  standing  of  each Loan  Party in  each  state              where organized);                     (i)   the Initial Second Amendment Budget;                     (j)   a  certificate  of  the  Borrower  signed  by  an  Authorized              Officer,  dated  the  Effective  Date  stating  that  (i)  all  representations  and              warranties of the Loan Parties set forth in the Amended Credit Agreement              are true and correct in all material respects, (ii) after giving effect to the              Second Amendment, the Loan Parties are in compliance with each of the              covenants  and  conditions  thereunder  in  all  material  respects,  (iii)  after              giving effect to the Second Amendment (including the waiver of the Known              Defaults),  no  Event  of  Default  or  Potential  Default  exists,  and (iv) no              Material Adverse Change has occurred since the date of the last audited              financial statements of the Borrower delivered to the Administrative Agent;                     (k)   the  monthly  financial  statements  required  to  be  delivered              pursuant to Section 7.3.1.1 of the Credit Agreement for the month ending              April 30, 2018;                                        - 25 -  131832.01464/109680341v.4  





 






                     (l)   written opinions of counsel for the Loan Parties, dated the              Effective Date and in form and substance satisfactory to the Administrative              Agent;                     (m)   a completed Certificate of Beneficial Ownership and, to the              extent requested by any Lender, a certificate of beneficial ownership in form              and substance acceptable to such Lender;                      (n)   payment of all fees and expenses owed to the Administrative              Agent and its counsel and consultants and the Lenders in connection with              this Amendment and the Amended Credit Agreement; and                      (o)   such other documents as may be reasonably requested by the              Administrative Agent or its counsel.         10.   Conditions Subsequent. The Loan Parties hereby agree to deliver or take the actions  described on Schedule 2 hereto, within the applicable time periods set forth therein (which periods  may be extended by the Administrative Agent in its sole discretion).  The failure by the applicable  Loan Parties to so deliver or perform or cause to be delivered or performed such actions set forth  in Schedule 2 as and when required by the terms thereof shall constitute an Event of Default.         11.   Representations and Warranties.               (a)   Each  Loan  Party  hereby  represents  and  warrants  to  the  Lenders  and  the  Administrative Agent that (i) such Loan Party has the legal power and authority to execute and  deliver this Amendment, (ii) the officers of such Loan Party executing this Amendment have been  duly authorized to execute and deliver the same and bind such Loan Party with respect to the  provisions hereof, (iii) the execution and delivery hereof by such Loan Party and the performance  and observance by such Loan Party of the provisions hereof and all documents executed or to be  executed herewith or therewith, do not violate or conflict with the organizational agreements of  such Loan Party or any Law applicable to such Loan Party or result in a breach of any provision  of or constitute a default under any other agreement, instrument or document binding upon or  enforceable against such Loan Party, and (iv) this Amendment and the documents executed or to  be executed by such Loan Party in connection herewith constitute valid and binding obligations of  such  Loan  Party,  enforceable  in  accordance  with  their  respective  terms,  except  to  the  extent  enforceability of any such document may be limited by bankruptcy, insolvency, reorganization,  moratorium  or  other  similar  laws  affecting  the  enforceability  of  creditors’  rights  generally  or  limiting the right of specific performance.               (b)   The Loan Parties hereby represent and warrant that as of the Effective Date,  after giving effect to the amendments set forth in this Amendment, (i) after giving effect to this  Amendment (including the waiver of Known Defaults), no Event of Default or Potential Default  has occurred under the Amended Credit Agreement and is continuing and (ii) the representations  and  warranties  of  the  Borrower  and  each  other  Loan  Party  contained  in  the  Amended  Credit  Agreement and each other Loan Document are true and correct in all material respects (without  duplication  of  any  materiality  qualifier  contained  therein)  as of  the  Effective  Date  (except  representations  and  warranties  which  expressly  relate  solely  to  an  earlier  date  or  time,  which                                       - 26 -  131832.01464/109680341v.4  





 






     representations and warranties are true and correct in all material respects (without duplication of  any materiality qualifier contained therein) on and as of the specific dates or times referred to  therein).               (c)   Schedule  1.1(R)  attached  hereto as  Annex  3  sets  forth  a  correct  and   complete list as of the date hereof of the location, by state and street address, of all Mortgaged   Real Property, identifying which properties are owned and which are leased, by which Loan Party,   together with the names and addresses of any landlords.          12.   Confirmation of Indebtedness.  The Borrower confirms and acknowledges that as   of the close of business on June 28, 2018, the Borrower was indebted to the Administrative Agent   and Lenders for the Loans and Letter of Credit Obligations under the Credit Agreement without   any deduction, defense, setoff, claim or counterclaim, of any nature, in the aggregate principal   amount of $110,000,000.00 due on account of Revolving Credit Loans, $45,722,081.19 due on   account of the Term Loan and $9,825,000.00 on account of Letter of Credit Obligations, plus all   fees, costs and expenses incurred to date in connection with the Credit Agreement and the other   Loan Documents.          13.   Fees and Expenses.  The Borrower acknowledges and agrees that the Borrower is   liable for all invoiced out-of-pocket costs and expenses (including attorneys’ fees and financial   advisor and consultant fees) incurred by or on behalf of the Administrative Agent in connection   with the documentation, preparation, negotiation and administration of this Amendment and the   Loan Documents, and any amendment, modification or supplement to the Credit Agreement or to   the other Loan Documents.          14.   UCC  Waivers.   Each  Loan  Party  waives  and  renounces  all  rights  which  are   waivable under Article 9 of the Uniform Commercial Code as such rights relate to Borrower’s   and/or Guarantors’ relationship with Administrative Agent and/or Lenders, whether such rights   are waivable before or after default, including, without limitation,  those  rights  with  respect to   compulsory disposition of collateral (U.C.C. §§9-610, 9-615 and 9-620), any right of redemption   under U.C.C. §9-623, and any right to notice relating to disposition of collateral under U.C.C. §9-  611.          15.   Effect  of  Amendment.   This  Amendment  shall  not  constitute  a  novation  of  the   Credit  Agreement  or  any  of  the  Loan  Documents.   Except  as  expressly  set  forth  herein,  this   Amendment  (i)  shall  not  by  implication  or  otherwise  limit,  impair,  constitute  a  waiver  of  or   otherwise affect the rights and remedies of the Lenders or the Administrative Agents under the   Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any  way affect any of the terms, conditions, obligations, covenants or agreements contained in the  Credit Agreement or any other Loan Document.  Except as modified by this Amendment, each  and every term, condition, obligation, covenant and agreement contained in the Credit Agreement  or any other Loan Document is hereby ratified and reaffirmed in all respects and shall continue in   full force and effect.  Each Loan Party reaffirms its Obligations, including obligations (whether   direct, as a guarantor or otherwise), liabilities and indebtedness, under the Loan Documents to   which it is party and its grant and the validity of the Liens granted by it in the Collateral under the   applicable  Loan  Documents,  and  all  financing  statements  and  all  other  recordings  and  filings   previously made, recorded or filed are intended to and do secure all of its Obligations and perfect                                        - 27 -   131832.01464/109680341v.4  





 






     all  Liens  granted  by  it  in  the  Collateral,  in  each  case  to  the extent  provided  in  such  Loan   Documents,  with  all  such  Liens  continuing  in  full  force  and  effect  after  giving  effect  to  this   Amendment.   This  Amendment  shall  constitute  a  Loan  Document  for  purposes  of  the  Credit   Agreement, and from and after the Effective Date, all references to the Credit Agreement in any   Loan Document and all references in the Credit Agreement to “this Agreement”, “hereunder”,   “hereof’ or words of like import referring to the Credit Agreement shall, unless expressly provided   otherwise, refer to the Amended Credit Agreement.  Each of the Loan Parties hereby consents to   this Amendment and confirms that all Obligations of such Loan Party under the Loan Documents   to which such Loan Party is a party shall continue to apply to the Amended Credit Agreement.         16.   Counterparts.  This Amendment may be executed in counterparts (and by different   parties hereto in different counterparts), each of which shall constitute an original, but all of which  when taken together shall constitute a single contract.  Delivery of an executed counterpart of a  signature page of this Amendment by telecopy or e-mail shall be effective as delivery of a manually  executed counterpart of this Amendment.         17.   Governing Law:  Submission to Jurisdiction:  Waiver of Venue; Service of Process;   Waiver of Jury Trial.  The provisions set forth in Section 10.11 of the Amended Credit Agreement   are hereby incorporated mutatis mutandis with all references to the “Agreement” therein being   deemed references to this Amendment.          18.   General Release; Indemnity.                (a)   In consideration of, among other things, Administrative Agent’s and the   Lenders’ execution and delivery of this Amendment, the Borrower and each other Loan Party, on  behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries,  affiliates, predecessors, successors and assigns (collectively, “Releasors”), hereby forever agrees  and covenants not to sue or prosecute against any Releasee (as hereinafter defined) and hereby  forever waives, releases and discharges, to the fullest extent permitted by Law, each Releasee from  any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and  recoupment), liabilities, actions, causes of action, suits, debts, accounts, interests, liens, promises,  warranties,  damages  and  consequential  damages,  losses,  demands,  agreements,  bonds,  bills,  specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses  or claims whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and  kind, whether known or unknown, whether now existing or hereafter arising, whether arising at  law or in equity (collectively, the “Claims”), against any or all of the Administrative Agent and  the  Lenders  in  any  capacity  and  their  respective  affiliates,  subsidiaries,  shareholders  and  “controlling  persons”  (within  the  meaning  of  the  federal  securities  laws),  and  their  respective  successors and assigns and each and all of the officers, directors, employees, agents, attorneys,  advisors,  equity  holders,  members,  partners,  Subsidiaries,  Affiliates,  parents,  professionals,  accountants, investment bankers, consultants and other representatives of each of the foregoing  (collectively, the “Releasees”), based in whole or in part on facts, whether or not now known,  existing on or before the Effective Date, that relate to, arise out of or otherwise are in connection  with:   (i)  any  or  all  of  the  Credit  Agreement  or  any  other  Loan  Document  or  transactions  contemplated thereby or any actions or omissions in connection therewith, or (ii) any aspect of the  dealings or relationships between or among the Borrower and the other Loan Parties, on the one  hand, and any or all of the Administrative Agent and the Lenders, on the other hand, relating to                                        - 28 -   131832.01464/109680341v.4  





 






     any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof.  The   receipt by the Borrower or any other Loan Party of any Loans or other financial accommodations   made by the Administrative Agent or any Lender after the date hereof shall constitute a ratification,   adoption, and confirmation by such party of the foregoing general release of all Claims against the   Releasees that are based in whole or in part on facts, whether or not now known or unknown,   existing on or prior to the Effective Date.  In entering into this Agreement, the Borrower and each   other  Loan  Party  consulted  with,  and  has  been  represented  by,  legal  counsel  and  expressly   disclaims any reliance on any representations, acts or omissions by any of the Releasees and hereby   agrees and acknowledges that the validity and effectiveness of the releases set forth above do not   depend  in  any  way  on  any  such  representations,  acts  and/or  omissions  or  the  accuracy,   completeness or validity thereof.  The provisions of this Section 18 shall survive the termination   of this Amendment, the Amended Credit Agreement, the other Loan Documents and Payment In   Full.                (b)   The Borrower and each other Loan Party hereby agrees that the Releasees   shall each be an Indemnitee and entitled to the benefits of Section 10.3.2 of the Amended Credit   Agreement, including, without limitation, with respect to any Claims arising from or in connection   with  the  negotiation,  preparation,  execution,  delivery,  performance,  administration  and   enforcement of this Amendment or any other document executed and/or delivered in connection   therewith.                (c)   The  Borrower  and  each  other  Loan  Party,  on  behalf  of  itself  and  its  successors,  assigns,  and  other  legal  representatives,  hereby  absolutely,  unconditionally  and  irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (at law,  in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any   proceeding any counterclaim or crossclaim against any Releasee, in each case on the basis of any  Claim released, remised and discharged by the Borrower or any other  Loan  Party  pursuant to  Section 18(a) hereof.  If the Borrower, any other Loan Party or any of its successors, assigns or  other legal representatives violates the foregoing covenant, the Borrower and each other Loan   Party, each for itself and its successors, assigns and legal representatives, agrees to pay, in addition   to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees   and costs incurred by any Releasee as a result of such violation.                (d)   It is the intention of the Borrower and each other Loan Party in providing   the release above that the same shall be effective as a bar to each and every claim, demand and   cause of action specified, and in furtherance of this intention it waives and relinquishes all rights   and benefits under Section 1542 of the Civil Code of the State of California (or any comparable   provision of any other applicable Law), which provides:                “A general release does not extend to claims which the creditor does not know or               suspect to exist in his favor at the time of executing the release, which if known by               him might have materially affected his settlement with the debtor.”    Borrower and each other Loan Party acknowledges that it may hereafter discover facts different   from or in addition to those now known or believed to be true with respect to such claims, demands,   or causes of action and agree that this instrument shall be and remain effective in all respects   notwithstanding any such differences or additional facts.  Borrower and each other Loan Party                                        - 29 -   131832.01464/109680341v.4  





 






   understands, acknowledges and agrees that the release set forth above may be pleaded as a full and  complete defense and may be used as a basis for an injunction against any action, suit or other  proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such  release.                          [INTENTIONALLY LEFT BLANK]                                            - 30 -  131832.01464/109680341v.4  





 






 





 






 





 






 





 






 





 






 





 






 





 






 





 






 





 






 





 






                                       Schedule 1                                    Known Defaults    (i) the Loan Parties’ failure to comply with Section 4.7.3 of the Credit Agreement as a result of (a)  the delay in prepaying the Obligations with the $521,073.51 of Net Cash Proceeds paid on May  15, 2018 and (b) the delay in prepaying the Obligations with $1,394.00 of Net Cash Proceeds paid  on June 22, 2018   (ii) the Loan Parties’ failure to comply with Section 7.2.15 of the Credit Agreement for the fiscal  quarter ended March 31, 2018    (iii) the Loan Parties’ failure to comply with Section 7.3.1.1 of the Credit Agreement for the fiscal  months ended March 31, 2018 and April 30, 2018   (iv) the Borrower’s failure to comply with 7.3.2 of the Credit Agreement as a result of certified  audited financial statements for the fiscal year ending March 31, 2018 being delivered later than  the 90th day following March 31, 2018 and including a going concern qualification    (v) the Loan Parties’ failure to comply with Sections 4(a), 4(c), 4(d), and 4(j) of the Security   Agreement as a result of the Loan Parties failure to (a) comply with the notice requirements in   Section 4(j) of the Security Agreement as it relates to changes to the information listed in Exhibit   A to the Security Agreement and (b) obtain the Administrative Agent’s prior written consent to  changes to (y) the principal place of business or chief executive office locations of certain of the  Loan Parties listed in Exhibit A to the Security Agreement and (z) the location of Equipment and  Inventory from those listed in Exhibit B to the Security Agreement                              131832.01464/109680341v.4  





 






                                       Schedule 2                                 Conditions Subsequent                  (a)   Mortgages.   With  respect  to  Mortgaged  Real  Property,  to the  extent  not   attainable by the Effective Date, (a) within thirty (30) days following the Effective Date (subject   to extensions thereof agreed to by the Administrative Agent in its sole discretion), (i) a mortgage   or  deed  of  trust  or  leasehold  mortgage  or  leasehold  deed  of  trust,  as  applicable,  in  form  and   substance satisfactory to the Administrative Agent1, (ii) a lender’s title insurance policy from a   title company, on terms and for an amount, satisfactory to the Administrative Agent insuring the   lien of such mortgages and deeds of trust as a first lien on such real property and (iii) if such real   property is located in an area designated as a flood hazard area by any governmental agency, a   policy of flood insurance in an amount equal to the value of such real property to be insured or the   maximum amount available under the federal flood insurance program, whichever is less and (b)   within sixty (60) days following the Effective Date (subject to extensions thereof agreed to by the   Administrative Agent in its sole discretion), (i) with respect to owned real property to be subject  to a mortgage or deed of trust, an appraisal of the current value thereof, (ii) surveys with respect  to real property sufficient to obtain title insurance policies subject to no survey exception and (iii)  if requested by the Administrative Agent with respect to real property to be subject to a mortgage  or deed of trust, satisfactory diligence of environmental matters, including but not limited to Phase  I  environmental  assessments.  Notwithstanding  anything  to  the  contrary  contained  in  this  Amendment, the Amended Credit Agreement or the other Loan Documents, the Administrative  Agent shall not enter into any mortgage or deed of trust in respect of any real property until (1) the  date that occurs forty five (45) days (or such earlier date agreed to by the Lenders in their sole  discretion) after the Administrative Agent has delivered to the Lenders (which may be delivered  electronically) the following documents in respect of such real property: (i) a completed flood  hazard determination from a third party vendor; (ii) if such real property is located in a “special  flood hazard area”, (A) a notification to the Borrower (or applicable Loan Party) of that fact and  (if  applicable)  notification  to  the  Borrower  (or  applicable  Loan  Party)  that  flood  insurance  coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Loan  Party)  of  such  notice;  and  (iii)  if  such  notice  is  required  to be  provided  to  the  Borrower  (or  applicable  Loan  Party)  and  flood  insurance  is  available  in  the community  in  which  such  real  property is located, evidence of required flood insurance and (2) the Administrative Agent shall  have received written confirmation from the Lenders that the flood insurance due diligence and  flood insurance compliance has been completed by the Lenders (such written confirmation not to  be unreasonably conditioned, withheld or delayed).               (b)   Lien  Waiver  Agreements.  Notwithstanding  anything  to  the  contrary   contained  in  the  Credit  Agreement  or  the  other  Loan  Documents, the  Loan  Parties  shall  use                                                      1 With respect to the Mortgaged Real Property located in Lawrence, PA, the Mortgage will encumber all of the real   property owned by the relevant Loan Party (including the real property that is subject to an Agreement of Purchase   and Sale dated as of May 21, 2018, by and between the relevant Loan Party and Armand C. Dellovade); provided   that the Administrative Agent agrees, so long as (i) there is no existing or continuing Event of Default and (ii) the  net proceeds of such sale are delivered to the Administrative Agent for application to the Obligations, to release the  real property being sold at the closing of the sale thereof.    131832.01464/109680341v.4  





 






   commercially  reasonable  efforts,  as  determined  by  the  Administrative  Agent  in  its  reasonable  discretion, to cause each bailee having possession of any of the Collateral valued in excess of  $250,000 or any landlord of leased real property locations where Collateral valued in excess of  $250,000  is  located  to  provide  to  the  Administrative  Agent  a  written  acknowledgment  of  the  Lenders’  security  interest  in  such  Collateral,  in  form  and  substance  satisfactory  to  the  Administrative Agent, on the Amendment Effective Date, and in any event, no later than thirty  (30) days thereafter (subject to extensions thereof agreed to by the Administrative Agent in its sole  discretion).               (c)   Federal Sale Transaction Milestones.                     (i)   Purchase  Agreement.  On  or  before  July  31,  2018  (subject  to  extensions thereof agreed to by the Administrative Agent in its sole discretion), the Borrower shall  deliver to the Administrative Agent an executed purchase agreement (the “Purchase Agreement”)  for the Federal Sale Transaction, in form and substance satisfactory to the Administrative Agent  and the Required Lenders, which will also be publicly filed by the Borrower on Form 8-K.  The  Borrower shall also at such time provide an estimate of the sources and uses of funds corresponding  to the Federal Sale Transaction and the anticipated Net Cash Proceeds available to pay down the  Obligations. After the execution of the Purchase Agreement and prior to the closing of the Federal  Sale Transaction, the Borrower shall keep the Administrative Agent apprised on a timely basis  regarding the satisfaction or waiver of all closing conditions.                     (ii)  Sale  Transaction.  On  or  before  August  31,  2018  (subject  to  extensions thereof agreed to by the Administrative Agent in its sole discretion), the Borrower shall  consummate the Federal Sale Transaction and immediately deliver all then available Net Cash  Proceeds of the Federal Sale Transaction including a final schedule of sources and uses of funds  to the Administrative Agent for application to the Obligations.               (d)   Reporting. Within twenty (20) days of the Second Amendment Effective  Date,  the  Borrower  shall  (i)  file  with  the  SEC its  annual report  on  Form  10-K  containing  the  certified audited financial statements of the Loan Parties for the fiscal year ending March 31, 2018  and (ii) and deliver to the Administrative Agent such certified audited financial statements required  under Section 7.3.2 [Annual Financial Statements] of the Credit Agreement.         131832.01464/109680341v.4  





 






                                         Schedule 3                                       Deposit Accounts                                                Depository  Address and Contact of Depository     Grantor         Account        Type of                                                                     Number        Account   PNC        John Puhatch, CTP                  ACS Dataline LP  1077655499      Lockbox              Senior Vice President              Treasury Management              PNC Bank              Mailstop PT-PTWR-08-2              300 Fifth Avenue              Pittsburgh, PA  15222              412-762-4792 (office)              412-762-6264 (fax)              john.puhatch@pnc.com    PNC        John Puhatch, CTP                  ACS Dataline LP  1077740861      Disbursing              Senior Vice President              Treasury Management              PNC Bank              Mailstop PT-PTWR-08-2              300 Fifth Avenue              Pittsburgh, PA  15222              412-762-4792 (office)              412-762-6264 (fax)              john.puhatch@pnc.com    PNC        John Puhatch, CTP                  ACS Dataline of  1077741039      Payroll               Senior Vice President              the Northwest,              Treasury Management                Inc.              PNC Bank              Mailstop PT-PTWR-08-2              300 Fifth Avenue              Pittsburgh, PA  15222              412-762-4792 (office)              412-762-6264 (fax)              john.puhatch@pnc.com   PNC        John Puhatch, CTP                  Black Box        1029144803      Disbursing              Senior Vice President              Corporation              Treasury Management              PNC Bank              Mailstop PT-PTWR-08-2              300 Fifth Avenue              Pittsburgh, PA  15222              412-762-4792 (office)              412-762-6264 (fax)              john.puhatch@pnc.com    PNC        John Puhatch, CTP                  Black Box        1077740781      Disbursing              Senior Vice President              Corporation               Treasury Management    131832.01464/109680341v.4  





 






               PNC Bank              Mailstop PT-PTWR-08-2              300 Fifth Avenue              Pittsburgh, PA  15222              412-762-4792 (office)              412-762-6264 (fax)              john.puhatch@pnc.com   PNC        John Puhatch, CTP                                                   Standalone              Senior Vice President                                               for ACH              Treasury Management              PNC Bank                           Black Box        1077740773              Mailstop PT-PTWR-08-2              Corporation                    300 Fifth Avenue                                                  Pittsburgh, PA  15222                                             412-762-4792 (office)                                             412-762-6264 (fax)                                                john.puhatch@pnc.com                                   PNC        John Puhatch, CTP                  Black Box        1077655624      Lockbox              Senior Vice President              Corporation of              Treasury Management                Pennsylvania               PNC Bank              Mailstop PT-PTWR-08-2              300 Fifth Avenue              Pittsburgh, PA  15222              412-762-4792 (office)              412-762-6264 (fax)              john.puhatch@pnc.com    PNC        John Puhatch, CTP                  Black Box        1077696573      Disbursing              Senior Vice President              Corporation of              Treasury Management                Pennsylvania              PNC Bank              Mailstop PT-PTWR-08-2              300 Fifth Avenue              Pittsburgh, PA  15222              412-762-4792 (office)              412-762-6264 (fax)              john.puhatch@pnc.com    PNC        John Puhatch, CTP                  Black Box        1077740829      Disbursing              Senior Vice President              Corporation of              Treasury Management                Pennsylvania              PNC Bank              Mailstop PT-PTWR-08-2              300 Fifth Avenue              Pittsburgh, PA  15222              412-762-4792 (office)              412-762-6264 (fax)              john.puhatch@pnc.com    PNC        John Puhatch, CTP                  Black Box        1077740802      Disbursing/              Senior Vice President              Corporation of                   Payroll               Treasury Management                Pennsylvania    131832.01464/109680341v.4  





 






               PNC Bank              Mailstop PT-PTWR-08-2              300 Fifth Avenue              Pittsburgh, PA  15222              412-762-4792 (office)              412-762-6264 (fax)              john.puhatch@pnc.com    PNC        John Puhatch, CTP                  Black Box        1077693401      Disbursing              Senior Vice President              Services              Treasury Management                Company              PNC Bank              Mailstop PT-PTWR-08-2              300 Fifth Avenue              Pittsburgh, PA  15222              412-762-4792 (office)              412-762-6264 (fax)              john.puhatch@pnc.com   PNC        John Puhatch, CTP                  Black Box        1077741004      Disbursing              Senior Vice President              Services              Treasury Management                Company               PNC Bank              Mailstop PT-PTWR-08-2              300 Fifth Avenue              Pittsburgh, PA  15222              412-762-4792 (office)              412-762-6264 (fax)              john.puhatch@pnc.com    PNC        John Puhatch, CTP                  Black Box        1077741012      Payroll               Senior Vice President              Services              Treasury Management                Company              PNC Bank              Mailstop PT-PTWR-08-2              300 Fifth Avenue              Pittsburgh, PA  15222              412-762-4792 (office)              412-762-6264 (fax)              john.puhatch@pnc.com   PNC        John Puhatch, CTP                                                   Standalone              Senior Vice President                                               for ACH              Treasury Management              PNC Bank                           Black Box        1069900028              Mailstop PT-PTWR-08-2              Services                       300 Fifth Avenue                   Company                        Pittsburgh, PA  15222                                             412-762-4792 (office)                                             412-762-6264 (fax)                                                john.puhatch@pnc.com                                    131832.01464/109680341v.4  





 






    Capital    Christopher Taylor                 CBS              00006624027154  Lockbox   One2       Vice President                     Technologies              Business Banking              265 Broad Hollow Road               2nd Floor              Melville, NY 11747              631-531-2864              Christopher.G.Taylor@CapitalOne.com  PNC        John Puhatch, CTP                  Delaney          1077655544      Lockbox              Senior Vice President              Telecom, Inc.              Treasury Management              PNC Bank              Mailstop PT-PTWR-08-2              300 Fifth Avenue              Pittsburgh, PA  15222              412-762-4792 (office)              412-762-6264 (fax)              john.puhatch@pnc.com   PNC        John Puhatch, CTP                  Delaney          1077740853      Disbursing/              Senior Vice President              Telecom, Inc.                    Payroll              Treasury Management              PNC Bank              Mailstop PT-PTWR-08-2              300 Fifth Avenue              Pittsburgh, PA  15222              412-762-4792 (office)              412-762-6264 (fax)              john.puhatch@pnc.com    PNC        John Puhatch, CTP                                                   Standalone              Senior Vice President                                               for ACH              Treasury Management                Delaney          1077740845              PNC Bank                           Telecom, Inc.                  Mailstop PT-PTWR-08-2                                             300 Fifth Avenue                                                  Pittsburgh, PA  15222                                             412-762-4792 (office)                                             412-762-6264 (fax)                                                john.puhatch@pnc.com                                   PNC        John Puhatch, CTP                  Innerwireless,   1077655595      Lockbox              Senior Vice President              Inc.               Treasury Management              PNC Bank              Mailstop PT-PTWR-08-2              300 Fifth Avenue              Pittsburgh, PA  15222              412-762-4792 (office)              412-762-6264 (fax)              john.puhatch@pnc.com                                                      2 Note: The Company is in the process of closing this account.    131832.01464/109680341v.4  





 






    PNC        John Puhatch, CTP                                                   Disbursing/              Senior Vice President                                               Payroll              Treasury Management                Innerwireless,   1077740909              PNC Bank                           Inc.                           Mailstop PT-PTWR-08-2                                             300 Fifth Avenue                                                  Pittsburgh, PA  15222                                             412-762-4792 (office)                                             412-762-6264 (fax)                                                john.puhatch@pnc.com                                   PNC        John Puhatch, CTP                  Midwest          1077655608      Lockbox              Senior Vice President              Communications              Treasury Management                Technologies Inc.              PNC Bank              Mailstop PT-PTWR-08-2              300 Fifth Avenue              Pittsburgh, PA  15222              412-762-4792 (office)              412-762-6264 (fax)              john.puhatch@pnc.com    PNC        John Puhatch, CTP                  Midwest          1077740837      Disbursing/              Senior Vice President              Communications                   Payroll              Treasury Management                Technologies,              PNC Bank                           Inc.              Mailstop PT-PTWR-08-2              300 Fifth Avenue              Pittsburgh, PA  15222              412-762-4792 (office)              412-762-6264 (fax)              john.puhatch@pnc.com    PNC        John Puhatch, CTP                  Mutual Telecom   1077655616      Lockbox              Senior Vice President              Services, Inc.               Treasury Management              PNC Bank              Mailstop PT-PTWR-08-2              300 Fifth Avenue              Pittsburgh, PA  15222              412-762-4792 (office)              412-762-6264 (fax)              john.puhatch@pnc.com    PNC        John Puhatch, CTP                                                   Disbursing/              Senior Vice President                                               Payroll              Treasury Management                Mutual Telecom   1077740917              PNC Bank                           Services, Inc.                 Mailstop PT-PTWR-08-2                                             300 Fifth Avenue                                                  Pittsburgh, PA  15222                                             412-762-4792 (office)                                             412-762-6264 (fax)                                                john.puhatch@pnc.com                                    131832.01464/109680341v.4  





 






    PNC        John Puhatch, CTP                                                   Disbursing/              Senior Vice President                                               Payroll              Treasury Management                NextiraOne       1077740896              PNC Bank                           Federal LLC                    Mailstop PT-PTWR-08-2                                             300 Fifth Avenue                                                  Pittsburgh, PA  15222                                             412-762-4792 (office)                                             412-762-6264 (fax)                                                john.puhatch@pnc.com                                   PNC        John Puhatch, CTP                                                   Standalone              Senior Vice President                                               for ACH              Treasury Management                NextiraOne       1077742357              PNC Bank                           Federal LLC                    Mailstop PT-PTWR-08-2                                             300 Fifth Avenue                                                  Pittsburgh, PA  15222                                             412-762-4792 (office)                                             412-762-6264 (fax)                                                john.puhatch@pnc.com                                   PNC        John Puhatch, CTP                  NextiraOne       1077655587      Lockbox              Senior Vice President              Federal, LLC              Treasury Management              PNC Bank              Mailstop PT-PTWR-08-2              300 Fifth Avenue              Pittsburgh, PA  15222              412-762-4792 (office)              412-762-6264 (fax)              john.puhatch@pnc.com   PNC        John Puhatch, CTP                                                   Payroll               Senior Vice President              Treasury Management                NextiraOne LLC   1077740925              PNC Bank                                                          Mailstop PT-PTWR-08-2                                             300 Fifth Avenue                                                  Pittsburgh, PA  15222                                             412-762-4792 (office)                                             412-762-6264 (fax)                                                john.puhatch@pnc.com                                   PNC        John Puhatch, CTP                  NextiraOne, LLC  1077655528      Lockbox              Senior Vice President              Treasury Management              PNC Bank              Mailstop PT-PTWR-08-2              300 Fifth Avenue              Pittsburgh, PA  15222              412-762-4792 (office)              412-762-6264 (fax)              john.puhatch@pnc.com     131832.01464/109680341v.4  





 






    Wells      Cindy Goplen                       Norstan                          Disbursing    Fargo3     Vice President                     Communications              MN 9305-187                        Inc.             9600063855              18th Floor                                                        90 So. 7th Street                                                 Minneapolis, MN  55402                                            612-316-4197                                                      Cynthia.s.goplen@wellsfargo.com                        PNC        John Puhatch, CTP                  Norstan          1077655536      Lockbox              Senior Vice President              Communications,              Treasury Management                Inc.              PNC Bank              Mailstop PT-PTWR-08-2              300 Fifth Avenue              Pittsburgh, PA  15222              412-762-4792 (office)              412-762-6264 (fax)              john.puhatch@pnc.com    PNC        John Puhatch, CTP                                                   Disbursing/              Senior Vice President                                               Payroll              Treasury Management                Norstan          1077740968              PNC Bank                           Communications,                Mailstop PT-PTWR-08-2              Inc.                           300 Fifth Avenue                                                  Pittsburgh, PA  15222                                             412-762-4792 (office)                                             412-762-6264 (fax)                                                john.puhatch@pnc.com                                   PNC        John Puhatch, CTP                                                   Disbursing/              Senior Vice President                                               Payroll              Treasury Management                Norstan          1077742373              PNC Bank                           Communications,                Mailstop PT-PTWR-08-2              Inc.                           300 Fifth Avenue                                                  Pittsburgh, PA  15222                                             412-762-4792 (office)                                             412-762-6264 (fax)                                                john.puhatch@pnc.com                                   PNC        John Puhatch, CTP                                                   Standalone              Senior Vice President                                               for ACH              Treasury Management                Norstan          1077740941              PNC Bank                           Communications,                Mailstop PT-PTWR-08-2              Inc.                           300 Fifth Avenue                                                  Pittsburgh, PA  15222                                             412-762-4792 (office)                                             412-762-6264 (fax)                                                john.puhatch@pnc.com                                                                                     3 Note: The Company is in the process of closing this account.    131832.01464/109680341v.4  





 






    PNC        John Puhatch, CTP                                                   Standalone              Senior Vice President                                               for ACH              Treasury Management              PNC Bank                           Norstan          1077742365              Mailstop PT-PTWR-08-2              Communications,                300 Fifth Avenue                   Inc.                           Pittsburgh, PA  15222                                             412-762-4792 (office)                                             412-762-6264 (fax)                                                john.puhatch@pnc.com                                   PNC        John Puhatch, CTP                                                   Disbursing/              Senior Vice President                                               Payroll              Treasury Management                Nu-Vision        1077740888              PNC Bank                           Technologies                   Mailstop PT-PTWR-08-2              LLC                            300 Fifth Avenue                                                  Pittsburgh, PA  15222                                             412-762-4792 (office)                                             412-762-6264 (fax)                                                john.puhatch@pnc.com                                   PNC        John Puhatch, CTP                  Nu-Vision        1077655552      Lockbox              Senior Vice President              Technologies, Inc              Treasury Management              PNC Bank              Mailstop PT-PTWR-08-2              300 Fifth Avenue              Pittsburgh, PA  15222              412-762-4792 (office)              412-762-6264 (fax)              john.puhatch@pnc.com    PNC        John Puhatch, CTP                  Scottel Voice &  1077655501      Lockbox              Senior Vice President              Data, Inc.               Treasury Management              PNC Bank              Mailstop PT-PTWR-08-2              300 Fifth Avenue              Pittsburgh, PA  15222              412-762-4792 (office)              412-762-6264 (fax)              john.puhatch@pnc.com     131832.01464/109680341v.4  





 






                                      Annex 1                            Initial Second Amendment Budget                                    (see attached)   131832.01464/109680341v.4  





 






 





 






 





 






                                                                                                                                                                 Annex 2                                        Schedule 1.1(B) to the Credit Agreement                                                   (see attached)   Schedule 1.1(B)                       1  131832.01464/109680341v.4  





 






                                                                                                                                                            SCHEDULE 1.1(B)                          COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES   Part 1 - Commitments of Lenders and Addresses for Notices to Lenders                                                                                                                            Amount of                                                                                                                                         Commitment for   Amount of        Amount of                                           Revolving Credit                                                            Commitment for   Commitment for                                              Loans                                                            Term Loans4      LIFO Loans  Lender                                                                                      Ratable Share                                                                                                                           Name:  PNC Bank, National Association                                                         Address:  101 W. Washington Street  5th Floor, East Tower (Locator I1-Y013-05-3)                                                  Indianapolis, IN 46255  Attention:  Christopher B. Gribble                                                            Telephone:  317-267-7874  Telecopy:  317-267-7088                  $30,000,000.00   $11,430,520.32   $ 2,500,000.00   25.000000000%       Name:  Bank of America, N.A.                                                                  Address:  Mail Code:  TX1-492-14-06                                                           901 Main Street                                                                               Dallas, TX 75202-3714                    $24,000,000.00   $9,144,416.24    $2,000,000.00    20.000000000%  Attention: Anna Keller                                                       Telephone:  214-209-1229  Telecopy:  904-312-6401                                                    4 Amounts reflect outstanding amount as of the Second Amendment Effective Date   Schedule 1.1(B)                       1  131832.01464/109680341v.4  





 






     Name:  U.S. Bank National Association                                                         Address:  425 Walnut Street                                                                   8th Floor                                                                                     Cincinnati, OH 45202                     $15,000,000.00   $5,715,260.14    $1,250,000.00    12.500000000%  Attention:  Kenneth Fieler  Telephone:  513-632-3210  Telecopy:  513-632-4894    Name:  Wells Fargo Bank, National Association                                                 Address:  One South Broad St., 8th Floor                                                      MAC Y1375-084                                                                                 Philadelphia, PA  19107                  $15,000,000.00   $5,715,260.14    $1,250,000.00    12.500000000%  Attention:  Jeanette A. Griffin  Telephone:  267-321-7074  Telecopy:  267-321-7088         Schedule 1.1(B)                       2  131832.01464/109680341v.4  





 






   Name:  The Huntington National Bank                                                           Address:  222 N. LaSalle Dr.                                                                  Chicago, IL 60606                                                                             Attention:  Michael Kiss                 $15,000,000.00   $5,715,260.14    $1,250,000.00    12.500000000%  Telephone:  312-762-2163  Telecopy:  877-860-4154    Name:  KeyBank National Association                                                           Address:  127 Public Square                                                                   OH-01-27-0355                                                                                 Cleveland, OH 44114                      $12,000,000.00   $4,572,208.12    $1,000,000.00    10.000000000%  Attention:  Don D. Mishler  Telephone:  609-760-1250      Name:  First Commonwealth Bank                                                                Address:  437 Grant Street, Suite 1600                                                        Pittsburgh, PA 15219                                                                          Attention:  Neil Corry-Roberts           $9,000,000.00    $3,429,156.09    $750,000.00      7.500000000%  Telephone:  412-690-2122  Telecopy:  412-690-2222          Total                              $120,000,000.00  $45,722,081.19   $10,000,000.00   100.00000000%    Schedule 1.1(B)                       3  131832.01464/109680341v.4  





 






                                                                                                                SCHEDULE 1.1(B)            COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES   Part 2 - Addresses for Notices to Borrower and Guarantors:   ADMINISTRATIVE AGENT   Name:  PNC Bank, National Association  Address:  101 W. Washington Street  5th Floor, East Tower (Locator I1-Y013-05-3)   Indianapolis, IN 46255   Attention:  Christopher B. Gribble  Telephone:  317-267-7874  Telecopy:  317-267-7088     With a Copy To:    Agency Services, PNC Bank, National Association   Mail Stop: P7-PFSC-04-I   Address: 500 First Avenue   Pittsburgh, PA 15219   Attention:  Agency Services   Telephone:  412-762-6442   Telecopy:  412-762-8672    BORROWER AND/OR GUARANTORS:    Name:  Black Box Corporation   Address:  1000 Park Drive    Lawrence, Pennsylvania 15055   Attention:  Chief Financial Officer    Telephone:  (724) 873-6795    Telecopy:  (724) 873-6756    With a Copy (which shall not constitute required notice) To:    Name:  Black Box Corporation   Address:  1000 Park Drive    Lawrence, Pennsylvania 15055   Attention:  General Counsel    Telephone:  (724) 873-6626    Telecopy:  (724) 873-6756  Schedule 1.1(B)                        4   131832.01464/109680341v.4  





 






                                      Annex 3                                 SCHEDULE 1.1(R)                               Mortgaged Real Property           State             Address          Owned/Leased         Loan Party      North Carolina   1701 Lomond Street,      Owned              Midwest                         Winston-Salem                         Communications                                                              Technologies, Inc.,                                                              an Ohio corporation       Pennsylvania      1000 Park Drive,       Owned             Black Box                           Lawrence                             Corporation of                                                               Pennsylvania, a                                                             Delaware corporation        Tennessee        1010 Haley Road,       Owned          Black Box Network                         Murfreesboro                           Services, Inc. –                                                                 Government                                                                 Solutions, a                                                                  Tennessee                                                                 corporation                                                                                                                                 131832.01464/109680341v.4  





 






                                            Annex 4                                     SCHEDULE 5.1.2                                       SUBSIDIARIES                            Jurisdiction     Percent Owned                               of                                 Type & Amount of    Domestic Subsidiaries Organization                             Equity Interest                                TX       100% - Black Box       100 shares of common  ACS Communications, Inc.              Corporation            stock                                TX       99% - ACS Investors,                                        LLC (Limited Partner)                                         1% - ACS                                        Communications, Inc.  ACS Dataline, LP                      (General Partner)      Partnership Interests   ACS Dataline of the          OR       100% - ACS             10,000 shares of common  Northwest, Inc.                       Communications, Inc.   stock                                DE       100% - ACS  ACS Investors, LLC                    Communications, Inc.   Membership Interests                                DE       100% - Black Box                                        Corporation of         50 shares of common  BB Technologies, Inc.                 Pennsylvania           stock                                DE       100% - Black Box  BBOX Holdings Mexico                  International Holdings  LLC                                   B.V.                   Membership Interests   BBOX Holdings Puebla         DE       100% - Black Box  LLC                                   Corporation            Membership Interests   Black Box Corporation of     DE       100% - Black Box       100 shares of common  Pennsylvania                          Corporation            stock   Black Box Network            TN       100% - Black Box  Services, Inc. –                      Corporation            75 shares of common  Government Solutions                                         stock                                                   131832.01464/109680341v.4  





 






      Black Box Services           DE       100% - Black Box  Company                               Corporation            1 share of common stock   Black Box Ventures           DE       100% - Black Box       100 shares of common  Holding Company                       Corporation            stock                                NY       100% - Black Box       160 shares of common  CBS Technologies Corp.                Corporation            stock                                PA       100% - Black Box       100 shares of common  Delaney Telecom, Inc.                 Corporation            stock                                DE       100% - Black Box       100 shares of common  InnerWireless, Inc.                   Corporation            stock   Midwest Communications       OH       100% - Black Box       100 shares of common  Technologies, Inc.                    Corporation            stock   Mutual Telecom Services      DE       100% - NextiraOne      457 shares of common  Inc.                                  Federal, LLC           stock                                DE       100% - Norstan  NextiraOne, LLC                       Communications, Inc.   Membership Interests                                DE       100% - Norstan  NextiraOne Federal, LLC               Communications, Inc.   Membership Interests   NextiraOne New York,         DE       100% - Norstan  LLC                                   Communications, Inc.   Membership Interests   Norstan Communications,      MN       100% - Black Box       500 shares of common  Inc.                                  Corporation            stock                                NY       100% - Midwest         Membership Interests  Nu-Vision Technologies,               Communications  LLC                                   Technologies, Inc.                                CA       100% - Black Box       3,000 shares of common  Scottel Voice & Data, Inc.            Corporation            stock                                MN       100% - Norstan         100 shares of common  Vibes Technologies, Inc.              Communications, Inc.   stock                      Foreign Subsidiaries*                Jurisdiction                                                   131832.01464/109680341v.4  





 






     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 Holdings Ltd.                        Cayman Islands  Black Box Chile S.A.                                Chile  Black Box E-Commerce (Shanghai) Co., Ltd.          China  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 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 International 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                                                131832.01464/109680341v.4  





 






     Black Box Network Services AB                      Sweden  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.                                                 131832.01464/109680341v.4  





 






                                      Annex 5                          Exhibit 1.1(N)(4) to Credit Agreement                                  Form of LIFO Note                                                                            (see attached)                                            131832.01464/109680341v.4  





 






                                 EXHIBIT 1.1(N)(4)                                                                             FORM OF                                   LIFO NOTE    $__________                                              Pittsburgh, Pennsylvania                                                               __________, 20__         FOR  VALUE  RECEIVED,  the  undersigned,  Black  Box  Corporation,  a  Delaware  corporation  (the  “Borrower”),  hereby  promises  to  pay  to  __________  (“Holder”) and  its  registered  assigns,  the  lesser  of  (i)  the  principal  sum  of  __________  and  ___/100  Dollars  ($__________) or (ii) the aggregate unpaid principal balance of all LIFO Loans made by Holder  to  the  Borrower  pursuant  to  Section  2.1.4  [LIFO  Loan  Commitment]  of  that  certain  Credit  Agreement, dated May 9, 2016 (as amended, modified, supplemented or restated from time to  time, the “Credit Agreement”), by and among the Borrower, the Guarantors (as defined the Credit  Agreement) party thereto from time to time, the Lenders (as defined in the Credit Agreement) party  thereto from time to time and PNC Bank, National Association, as administrative agent for the  Lenders (in such capacity, the “Administrative Agent”), payable on the LIFO Expiration Date or  as otherwise provided in the Credit Agreement. All capitalized terms used herein shall, unless  otherwise defined herein, have the same meanings given to such terms in the Credit Agreement.          The Borrower shall pay interest on the unpaid principal balance hereof from time to time  outstanding from the date hereof at the rate per annum specified pursuant to Section 3.1.4 [LIFO  Loan Interest Rate] of, or as otherwise provided in, the Credit Agreement.          To the extent permitted by Law, upon the occurrence of an Event of Default and until such  time as such Event of Default has been cured or waived, and at the discretion of the Administrative  Agent or upon written demand by the Required Lenders to the Administrative Agent, the Borrower  shall pay interest on the entire principal amount of the then outstanding LIFO Loans evidenced by  this LIFO Note (this “LIFO Note”) at a rate per annum specified by Section 3.3 [Interest After  Default] of, or as otherwise provided in, the Credit Agreement. Such interest rate will accrue before  and after any judgment has been entered.          Subject  to  the  provisions  of  the  Credit  Agreement,  interest  on this  LIFO  Note  will  be  payable on the dates set forth in Section 4.5 [Interest Payment Dates] of the Credit Agreement and  on the LIFO Expiration Date.          Subject to the provisions of the Credit Agreement, if any payment or action to be made or  taken hereunder shall be stated to be or become due on a day which is not a Business Day, such  payment or action shall be made or taken on the next following Business Day and such extension  of time shall be included in computing interest or fees, if any, in connection with such payment or  action.          Subject to the provisions of the Credit Agreement, payments of both principal and interest  shall be made without setoff, counterclaim or other deduction of any nature at the Principal Office,  in lawful money of the United States of America.       131832.01464/109680341v.4  





 






           This LIFO Note is one of the Notes referred to in, and is entitled to the benefits of, the   Credit  Agreement  and  the  other  Loan  Documents,  including  the  representations,  warranties,  covenants, conditions and/or Liens contained or granted therein. The Credit Agreement among  other things contains provisions for acceleration of the maturity hereof upon the happening of  certain stated events and also for prepayment in certain circumstances, on account of principal  hereof prior to maturity upon the terms and conditions therein specified.          The  Borrower  waives  presentment,  demand,  notice,  protest  and  all  other  demands  and  notices in connection with the delivery, acceptance, performance, default or enforcement of this  LIFO Note.          THE  BORROWER  HEREBY  IRREVOCABLY  WAIVES,  TO  THE  FULLEST  EXTENT  PERMITTED  BY  APPLICABLE  LAW,  ANY  RIGHT  IT  MAY  HAVE  TO  A  TRIAL  BY  JURY  IN  ANY  LEGAL  PROCEEDING  DIRECTLY  OR  INDIRECTLY  ARISING  OUT  OF  OR  RELATING  TO  THIS  NOTE  (WHETHER  BASED  ON  CONTRACT, TORT OR ANY OTHER THEORY). THE BORROWER (A) CERTIFIES  THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON  HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON  WOULD  NOT,  IN  THE  EVENT  OF  LITIGATION,  SEEK  TO  ENFORCE  THE  FOREGOING  WAIVER  AND  (B)  ACKNOWLEDGES  THAT  THIS  WAIVER  CONSTITUTES A MATERIAL INDUCEMENT  FOR  THE  HOLDER  TO  ACCEPT  THIS LIFO NOTE AND MAKE THE LIFO LOANS.          This LIFO Note shall bind the Borrower and its respective successors and assigns, and the  benefits  hereof  shall  inure  to  the  benefit  of  Holder  and  the  Administrative  Agent  and  their  respective successors and assigns. This LIFO Note may be enforced by Holder or its respective  successors  or  assigns.  All  references  herein  to  the  “Borrower,” “Holder,” the “Administrative  Agent,” and the “Lenders” shall be deemed to apply to the Borrower, Holder, the Administrative  Agent, and the Lenders, respectively, and their respective successors and assigns.          This LIFO Note shall be deemed to be a contract under the Laws of the Commonwealth of  Pennsylvania without regard to its conflict of laws principles.          Holder may at any time pledge all or a portion of its rights under the Loan Documents  including any portion of this LIFO Note to any of the twelve (12) Federal Reserve Banks organized  under Section 4 of the Federal Reserve Act, 12 U.S.C. § 341. No such pledge or enforcement  thereof shall release Holder from its obligations under any of the Loan Documents.          Delivery of an executed counterpart of a signature page of this LIFO Note by telecopy or  e-mail shall be effective as delivery of a manually executed counterpart of this LIFO Note.                             [INTENTIONALLY LEFT BLANK]                                            - 12 -   131832.01464/109680341v.4  





 






         IN  WITNESS  WHEREOF,  and  intending  to  be  legally  bound,  the parties  hereto,  by  their officers  thereunto duly  authorized,  executed  this  LIFO Note  as of the  day  and  year  first  above written as a document under seal.                                                      BORROWER:                                                                                BLACK BOX CORPORATION,                                          a Delaware  corporation                                                                                                                           By:                                           (SEAL)                                         Name:                                           Title:                                             - 13 -  131832.01464/109680341v.4  





 






                                      Annex 6                                                                    Exhibit 2.5.3 to Credit Agreement                                                                      Form of LIFO Loan Request                                                                            (see attached)                                          - 14 -  131832.01464/109680341v.4  





 






                                                                                                                  EXHIBIT 2.5.3                                                                               FORM OF                               LIFO LOAN REQUEST                                                                                       TO:    PNC Bank, National Association, as Administrative Agent          PNC Firstside Center          500 First Avenue, 4th Floor           Mail Stop: P7-PFSC-04-I          Pittsburgh, PA 15219          Telephone No.:  (412) 762-6442           Telecopy No.:  (412) 762-8672          Attention:  Agency Services    FROM:  Black Box Corporation, a Delaware corporation (the “Borrower”)    RE:    Credit Agreement (as amended by the Amendment and Joinder Agreement dated August          9, 2017 and the Second Amendment to Credit Agreement dated June 29, 2018 and as          may  be  further  amended,  modified,  supplemented  or  restated  from  time  to  time,  the          “Credit Agreement”), dated May 9, 2016, by and among the Borrower, the Guarantors          (as defined in the Credit Agreement) party thereto from time to time, the Lenders (as          defined in the Credit Agreement) party thereto from time to time and PNC Bank, National          Association,  as  administrative  agent  for  the  Lenders  (in  such  capacity,  the          “Administrative Agent”)   Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them  by the Credit Agreement.         A. Pursuant  to  Section  2.5.3  [LIFO  Loan  Requests]  of  the  Credit  Agreement,  the        undersigned irrevocably requests new LIFO Loans.         1.     Such new LIFO Loans shall bear interest under the Euro-Rate Option for an Interest              Period of one (1) month in accordance with the Credit Agreement.           2.     Such  new  LIFO  Loans  shall  have  a  Borrowing  Date  of  ___________________              (which date shall be (a) at least three (3) Business Days subsequent to the Business              Day of receipt by the Administrative Agent by 12:00 noon, Eastern Time, of this              LIFO Loan Request for making new LIFO Loans in Dollars to which the Euro-Rate               Option for an Interest Period of one (1) month applies.          3.    Such  new  LIFO  Loans  are  in  the  aggregate  principal  amount  of               $____________________ [which shall be in integral multiples of One Hundred               Thousand Dollars ($100,000) and not less than Five Hundred Thousand Dollars               ($500,000)].          B. As of the date hereof and the date of making of the above-requested LIFO Loans (and         after giving effect thereto):  (i)  all  of  the  Loan  Parties’  representations  and  warranties        contained in the Loan Documents are true and correct in all material respects (without    131832.01464/109680341v.4  





 






         duplication  of  any  materiality  qualifier  contained  therein)  on such  date  (except        representations  and  warranties  which  expressly  relate  solely  to  an  earlier  date  or  time,        which  representations  and  warranties  shall  be  true  and  correct in  all  material  respects       (without duplication of any materiality qualifier contained therein) on and as of the specific        dates or times referred to therein); (ii) no Event of Default or Potential Default has occurred        and is continuing; (iii) the making of such Loans shall not contravene any Law applicable        to any Loan Party or Subsidiary of any Loan Party or any of the Lenders; and (iv) the        making of any LIFO Loan shall not cause (a) the aggregate amount of the LIFO Loans        from  any  Lender  to  exceed  such  Lender’s  LIFO  Loan  Commitment  and  (b)  the  LIFO        Facility  Usage  to  exceed  the  LIFO  Loan  Commitments  minus  the  amount,  if  any,  of        Approved Budget Excess Cash.                 C. The undersigned hereby irrevocably requests [check one box below and fill in blank       space next to the box as appropriate]:                         Funds  to  be  deposited  into  PNC  Bank  account  per  our  current  standing              instructions.   Complete  amount  of  deposit  if  not  full  loan  advance  amount:               $______________, OR                 Funds to be wired per the following wire instructions:                    Amount of Wire Transfer:  $                     Bank Name:                       ABA:                       Account Number:                       Account Name:                       Reference:                    Funds to be wired per the attached Funds Flow (multiple wire transfers)                         [INTENTIONALLY LEFT BLANK]                                                      - 16 -     131832.01464/109680341v.4  





 






         The undersigned certifies to the Administrative Agent and the Lenders as to the accuracy  of the foregoing.                                          BORROWER:                                                                                  BLACK BOX CORPORATION, a Delaware                                         corporation                                                                                                                           By:                                                Name:                                           Title:                                                                                                            - 17 -     131832.01464/109680341v.4  





 






                                       Annex 7                     Exhibits (A), (B) and (C) to the Security Agreement                                    (see attached)                                       - 18 -     131832.01464/109680341v.4  





 






                                                                                                                 EXHIBIT A                                                     LOCATION OF PLACE OF BUSINESS OR CHIEF EXECUTIVE OFFICE      GRANTOR                                PRINCIPAL PLACE OF BUSINESS /                                         CHIEF EXECUTIVE OFFICES      1) Black Box Corporation            1000 Park Drive                                          Lawrence, PA 15055      2) ACS Communications, Inc.         2535 Brockton Drive, Suite 400                                          Austin, TX 78758      3) ACS Dataline, LP                 2535 Brockton Drive, Suite 400                                           Austin, TX 78758      4) ACS Dataline of the Northwest, Inc.  2535 Brockton Drive, Suite 400                                          Austin, TX 78758      5) ACS Investors, LLC               2535 Brockton Drive, Suite 400                                           Austin, TX 78758      6) BB Technologies, Inc.            1000 Park Drive                                           Lawrence, PA 15055      7) BBOX Holdings Puebla LLC         1000 Park Drive                                          Lawrence, PA 15055      8) Black Box Corporation of         1000 Park Drive        Pennsylvania                                         Lawrence, PA 15055      9) Black Box Network Services, Inc. - 1010 Haley Road        Government Solutions                                         Murfreesboro, TN 37129      10) Black Box Services Company      1000 Park Drive    131832.01464/109680341v.4  





 






                                          Lawrence, PA 15055      11)  Black Box Ventures Holding     1000 Park Drive        Company                                         Lawrence, PA 15055      12)  CBS Technologies Corp.         6000 New Horizons Boulevard                                          Amityville, NY 11701      13) Delaney Telecom, Inc.           540 Township Line Road                                           Blue Bell, PA 19422      14) InnerWireless, Inc.             1155 Kas Drive, Suite 200                                           Richardson, TX 75081      15) Midwest Communications          255 Enterprise Drive        Technologies, Inc.                                         Lewis Center, OH 43035                                                                                    1287 Rankin Street                                          Troy, MI 48083      16) Mutual Telecom Services Inc.    20 Speen Street, Unit 403                                           Framingham, MA 01701                                                                                    510 Spring Street, Suite 200                                          Herndon, VA 20170      17) NextiraOne, LLC                 10050 Crosstown Circle, Suite 600                                           Eden Prairie, MN 55344      18) NextiraOne Federal, LLC         510 Spring Street, Suite 200                                           Herndon, VA 20170      19)  NextiraOne New York, LLC                                         - 20 -     131832.01464/109680341v.4  





 






                                          122 E 42nd Street, Suite 630                                          New York, NY 10168      20) Norstan Communications, Inc.    10050 Crosstown Circle, Suite 600                                           Eden Prairie, MN 55344      21) Nu-Vision Technologies, LLC     6000 New Horizons Boulevard                                           Amityville, NY 11701      22) Scottel Voice & Data, Inc.      1000 Park Drive                                           Lawrence, PA 15055      23) Vibes Technologies, Inc.        9155 Cottonwood Lane N.                                          Maple Grove, MN 55369                                            - 21 -     131832.01464/109680341v.4  





 






                                    EXHIBIT B                                                                       ADDITIONAL LOCATIONS                                             STREET                             CITY               STATE     ZIP CODE    519 Oliver Road                    Montgomery         AL        36117   426 N. 44th St., Suite 470         Phoenix            AZ        85008   7950 Cherry Avenue, Suite 107      Fontana            CA        92335   1196 Cherry Avenue                 San Bruno          CA        94066   4565 Ruffner Street, Suite 108     San Diego          CA        92111   6675 South Kenton St., Suite 116   Centennial         CO        80112   279 Douglas Ave., Suite 1104       Altamonte Springs  FL        32714   217 Goolsby Blvd                   Deerfield Beach    FL        33069                                     (Pompano Beach)   2707 Main St., Suite 3             Duluth             GA        30096   500 E Court Avenue., Suite 130     Des Moines         IA        50309   851 Busse Road                     Elk Grove Village   IL       60007   20 Speen Street, Unit 403          Framingham         MA        01701   1 Maple St, Suite 1B1-2B2          Milford            MA        01757   1287 Rankin St.                    Troy               MI        48083   9155 Cottonwood Lane North         Maple Grove        MN        55369   10050 Crosstown Circle, Suite 600  Eden Prairie       MN        55344   1701 Lomond St.                    Winston-Salem      NC        27127   930 Windy Road                     Apex               NC        27502   6000 New Horizons Blvd             Amityville         NY        11701                                       - 22 -     131832.01464/109680341v.4  





 






   122 E. 42nd St., Suite 630         New York           NY        10168   1211 Avenue of Americas, #21/51/71  New York          NY        10036   1250 Avenue of Americas            New York           NY        10011   26100 First St.                    Westlake           OH        44145   255 Enterprise Drive               Lewis Center       OH        43035   9854 Windisch Road                 West Chester       OH        45069   6650 W Snowville Rd, Unit R        Brecksville        OH        44141   1142 Willagillespie Road #25 & 26  Eugene             OR        97401   1000 Park Drive                    Lawrence           PA        15055   6 State Road                       Mechanicsburg      PA        17050   540 Township Line Rd               Blue Bell          PA        19422   1010 Haley Road                    Murfreesboro       TN        37129   515 Princeton Road – F01           Johnson City       TN        37601  (PrincetonSelf Storge) (15x20 Outside  NON Climate)   3171 Players Club Parkway          Memphis            TN        38125   1205 Haley Road (Warehouse)        Murfreesboro       TN        37129   795 Oak Ridge Turnpike             Oak Ridge          TN        37830   5959 Corporate Drive LL, Suite 250  Houston           TX        77036   2535 Brockton Drive, Suite 400     Austin             TX        78758   11927 Starcrest Drive (Blossom Cove San Antonio       TX        78427  Business Park II)   1155 Kas Drive, Suite 200          Richardson         TX        75081   131 East Commerce St               Amherst            VA        24521   510 Spring St., Suite 200          Herndon            VA        20170   6918 South 220th Street            Kent               WA        98032                                       - 23 -     131832.01464/109680341v.4  





 






   3707 E Decatur Bays 1 & 2          Spokane            WA        99217   2601 South Moorland Road (Storage  New Berlin         WI        53151  Unit #384 at Storage Master, LLC)   20975 Swenson Dr., Suite 450       Waukesha           WI        53186      In addition to the above, the Grantors may, from time to time, have Equipment and/or Inventory  on their clients’ sites, at temporary staging areas and at logistic depots.                                               - 24 -     131832.01464/109680341v.4  





 






                                                      EXHIBIT C                                                                             ORGANIZATIONAL INFORMATION           Name                         Entity Type  Jurisdiction Organizational   Tax                                            of           Identification # Identification #                                            Formation      1) Black Box Corporation  Corporation   DE          2128702          95-3086563      2) ACS Communications,    Corporation  TX           79471900         74-2421083        Inc.     3) ACS Dataline, LP       Limited      TX           11590410         74-2901065                               Partnership      4) ACS Dataline of the    Corporation  OR           274153-89        93-1071626        Northwest, Inc.     5) ACS Investors, LLC     Limited      DE           2982976          51-0386497                               Liability                               Company       6) BB Technologies, Inc.  Corporation  DE           2283083          51-0341432        7) BBOX Holdings Puebla   Limited      DE           5488746          46-4938610        LLC                    Liability                               Company      8) Black Box Corporation  Corporation  DE           2280129          25-1272662        of Pennsylvania        9) Black Box Network      Corporation  TN           000149379        62-1202425        Services, Inc. -        Government Solutions        10) Black Box Services    Corporation  DE           5856167          47-5380117        Company     11)  Black Box Ventures   Corporation  DE           4902102          27-4202797        Holding Company                                            - 25 -               131832.01464/109680341v.4  





 






     12)  CBS Technologies     Corporation  NY           1310810          11-2947352     Corp.  13) Delaney Telecom, Inc. Corporation  PA           143788           23-2388066             14) InnerWireless, Inc.   Corporation  DE           2916901          75-2778286             15) Midwest               Corporation  OH           652688           31-1125137     Communications     Technologies, Inc.             16) Mutual Telecom        Corporation  DE           3754521          54-1418137     Services Inc.             17) NextiraOne, LLC       Limited      DE           2739289          76-0534950                            Liability                            Company   18) NextiraOne Federal,   Limited      DE           3236405          54-1601046     LLC                    Liability                            Company   19)  NextiraOne New York, Limited      DE           3374394          95-4858467     LLC                    Liability                            Company   20) Norstan               Corporation  MN           2K-228           41-1231011     Communications, Inc.             21) Nu-Vision             Limited      NY           2990991          20-0532706     Technologies, LLC      Liability                            Company   22) Scottel Voice & Data, Corporation  CA           C1874187         95-4514015     Inc.             23) Vibes Technologies, Inc. Corporation  MN        11D-555          41-1974800                                                             - 26 -         131832.01464/109680341v.4  





 






                                                                                                                     - 27 -     131832.01464/109680341v.4