SEC Exhibit



Exhibit 10.5



SCHEDULE 1.1(E)


Existing Letters of Credit


Irrevocable Standby Letter of Credit issued by PNC Bank, National Association in the face amount of $4,850,000 with an expiration date of March 31, 2017 for which The Travelers Indemnity Company is the beneficiary.

















SCHEDULE 1.1(I)


 Immaterial Domestic Subsidiaries


		
	1)
	ACS Dataline of the Northwest, Inc., an Oregon corporation


		
	2)
	ADS Telecom, Inc., a Florida corporation


		
	3)
	B & C Telephone, Inc., a Washington corporation


		
	4)
	BBOX Holdings Mexico LLC, a Delaware limited liability company


		
	5)
	BBOX Holdings Puebla LLC, a Delaware limited liability company


		
	6)
	BCS II, LLC, a Delaware limited liability company


		
	7)
	Black Box Ventures Holding Company, a Delaware corporation


		
	8)
	CBS Technologies Corp., a New York corporation


		
	9)
	LOGOS Communications Systems, Inc., an Ohio corporation


		
	10)
	Network Communications Technologies, Inc., a North Carolina corporation


		
	11)
	NextiraOne California L.P., a California limited partnership


		
	12)
	NextiraOne New York, LLC, a Delaware limited liability company 


		
	13)
	NXO Installation, LLC, a Delaware limited liability company 


		
	14)
	PS Tech Video, LLC, a California limited liability company


		
	15)
	PS Technologies, LLC, a Maryland limited liability company


		
	16)
	Quanta Systems, LLC, a Delaware limited liability company


		
	17)
	UCI Communications LLC, a South Carolina limited liability company





















SCHEDULE 1.1(P) 


Permitted Liens


		
	1.
	Liens represented by that UCC-1 financing statement, filed October 31, 2014 in the office of the Delaware Secretary of State (File # 2014 4393401), as amended on November 12, 2014 (File #2014 4566121, and as further amended on December 31, 2014 (File #2014 5300504) and January 26, 2015 (File # 2015 0328566), in favor of De Lage Landen Financial Services, Inc. with respect to certain leased equipment of Black Box Corporation.




		
	2.
	Liens represented by that UCC-1 financing statement, filed May 2, 2012 in the office of the Texas Secretary of State (File # 120013940858), as amended on July 17, 2012 (File #1200226398), and as further amended on July 17, 2012 (File # 1200226401), April 19, 2013 (File # 1300123619), and a collateral change was filed on August 2, 2013 (File # 1300248712) in favor of McGrath RentCorp and TRS-Rentelco with respect to certain leased equipment of ACS Dataline LP.




		
	3.
	Liens represented by that UCC-1 financing statement, filed on December 20, 2012 in the office of the Delaware Secretary of State (File #20124980373) in favor of Canon Financial Services with respect to certain equipment of Black Box Corporation of Pennsylvania.




		
	4.
	Liens represented by that UCC-1 financing statement, filed on February 6, 2013 in the office of the Delaware Secretary of State (File #20130492760) in favor of Canon Financial Services with respect to certain equipment of Black Box Corporation of Pennsylvania.




		
	5.
	Liens represented by that UCC-1 financing statement, filed on February 7, 2013 in the office of the Delaware Secretary of State (File #20130520404) in favor of Canon Financial Services with respect to certain equipment of Black Box Corporation of Pennsylvania.




		
	6.
	Liens represented by that UCC-1 financing statement, filed on January 12, 2015 in the office of the Tennessee Secretary of State (File #422665887) in favor of Mitel Networks, Inc. with respect to Proceeds, Accounts Receivable and Contract Rights pertaining to Inventory acquired from Mitel by Black Box Network Services, Inc. – Government Solutions.















		
	7.
	Liens represented by that UCC-1 financing statement, filed on April 23, 2015 in the office of the Secretary of the Commonwealth of Massachusetts (File #201519393610) in favor of Mitel Networks, Inc. with respect to Proceeds, Accounts Receivable and Contract Rights pertaining to Inventory acquired from Mitel by Mutual Telecom Services, Inc.




		
	8.
	Liens represented by that UCC-1 financing statement, filed on October 3, 2007 in the office of the Minnesota Secretary of State (File #200718450972) and continued on August 6, 2012 (File # 20122917739) in favor of Hewlett Packard Financial Services Company with respect to certain equipment and software leased from Hewlett Packard  by Norstan Communications, Inc.




		
	9.
	Liens represented by that UCC-1 financing statement, filed on August 19, 2011 in the office of the Minnesota Secretary of State (File #201125283925) in favor of Mitel Networks, Inc. with respect to Proceeds, Accounts Receivable and Contract Rights pertaining to Inventory acquired from Mitel by Norstan Communications, Inc.




		
	10.
	Liens represented by that UCC-1 financing statement, filed on December 5, 2011 in the office of the New York Secretary of State (File #201112050646111) in favor of Mitel Networks, Inc. with respect to Proceeds, Accounts Receivable and Contract Rights pertaining to Inventory acquired from Mitel by Nu-Vision Technologies, LLC.




		
	11.
	Liens represented by that UCC-1 financing statement, filed on August 8, 2013 in the office of the Tennessee Secretary of State (File #420241194) in favor of Navitas Lease Corp. with respect to certain equipment leased from Navitas by Teldata Corporation.




		
	12.
	Liens represented by that UCC-1 financing statement, filed on August 9, 2013 in the office of the Tennessee Secretary of State (File #420251390) in favor of Navitas Lease Corp. with respect to certain equipment leased from Navitas by Teldata Corporation.




		
	13.
	Liens represented by the following county tax liens filed in Los Angeles County, CA by the Los Angeles County Tax Collector against Scottel Voice & Data, Inc.  Scottel Voice & Data, Inc. is attempting to have the liens released.















		
	a.
	Date:  February 1, 2012


File Number:  20120175025
Amount:  $145.49


		
	b.
	Date:  December 5, 2013


File Number:  20131719373
Amount:  $234.56


		
	14.
	Liens represented by that UCC-1 financing statement, filed on February 28, 2012 in the office of the Minnesota Secretary of State (File #201227374354) in favor of Pioneer Industries, Inc. with respect to certain equipment of Vibes Technologies, Inc.




		
	15.
	Liens represented by the following state tax lien filed in Gwinnett County, GA by the Georgia Department of Revenue against Cable Consultants Inc.  Cable Consultants Inc. is attempting to have the lien released.




		
	a.
	Date:  November 25, 2008


File Number:  REV08140458A
Amount:  $2,387.00


		
	16.
	 Liens represented by that UCC-1 financing statement, filed on April 17, 2006 in the office of the Illinois Secretary of State (File #010863279), assigned to the Secured Party on April 23, 2007 (File #008868422) and continued on April 12, 2011 (File #009104329) in favor of Bank of the West – Equipment Leasing with respect to certain equipment of Nortech Telecommunications Inc.




		
	17.
	Liens represented by that UCC-1 financing statement, filed on May 5, 2014 in the office of the Illinois Secretary of State (File #019244954) in favor of Mitel Networks, Inc. with respect to Proceeds, Accounts Receivable and Contract Rights pertaining to Inventory acquired from Mitel by Nortech Telecommunications Inc.




 















SCHEDULE 5.1.2 


Subsidiaries
	
				
	Domestic Subsidiaries
	Jurisdiction of Organization
	Percent Owned
	Type & Amount of Equity Interest

	ACS Communications, Inc.
	TX
	100% - Black Box Corporation
	100 shares of common stock

	ACS Dataline, LP
	TX
	99% - ACS Investors, LLC (Limited Partner)
1% - ACS Communications, Inc. (General Partner)
	Partnership Interests

	ACS Dataline of the Northwest, Inc.
	OR
	100% - ACS Communications, Inc.
	10,000 shares of common stock

	ACS Investors, LLC
	DE
	100% - ACS Communications, Inc.
	Membership Interests

	ADS Telecom, Inc.
	FL
	100% - Black Box Corporation
	1,500  shares of common stock

	B & C Telephone, Inc.
	WA
	100% - Black Box Corporation
	425  shares of common stock

	BB Technologies, Inc.
	DE
	100% - Black Box Corporation of Pennsylvania
	50  shares of common stock

	BBox Holding Company
	DE
	100% - Black Box Corporation
	50  shares of common stock

	BBOX Holdings Mexico LLC
	DE
	100% - Black Box International Holdings B.V.
	Membership Interests

	BBOX Holdings Puebla LLC
	DE
	100% - Black Box Corporation
	Membership Interests

	BCS II, LLC
	DE
	100% - Nu-Vision Technologies, LLC
	Membership Interests

	Black Box Corporation of Pennsylvania
	DE
	100% - BBox Holding Company
	100  shares of common stock

	Black Box Network Services, Inc. – Government Solutions
	TN
	100% - BBox Holding Company
	75  shares of common stock

	Black Box Services Company
	DE
	100% - Black Box Corporation
	1  share of common stock

	Black Box Ventures Holding Company
	DE
	100% - BBox Holding Company
	100  shares of common stock

	CBS Technologies Corp.
	NY
	100% - Black Box Corporation
	160  shares of common stock

	Delaney Telecom, Inc.
	PA
	100% - BBox Holding Company
	100  shares of common stock















	
				
	InnerWireless, Inc.
	DE
	100% - BBox Holding Company
	100  shares of common stock

	LOGOS Communications Systems, Inc.
	OH
	100% - BBox Holding Company
	20  shares of common stock

	Midwest Communications Technologies, Inc.
	OH
	100% - BBox Holding Company
	100  shares of common stock

	Mutual Telecom Services Inc.
	DE
	100% - Black Box Corporation
	457  shares of common stock

	Network Communications Technologies, Inc.
	NC
	100% - Black Box Corporation
	1,000  shares of common stock

	NextiraOne, LLC
	DE
	100% - Norstan Communications, Inc.
	Membership Interests

	NextiraOne California L.P.
	CA
	98.41% - NextiraOne, LLC (Limited Partner)
1.59% - Norstan Communications, Inc. (General Partner)
	Partnership Interests

	NextiraOne Federal, LLC
	DE
	100% - Norstan Communications, Inc.
	Membership Interests

	NextiraOne New York, LLC
	DE
	100% - Norstan Communications, Inc.
	Membership Interests

	Norstan, Inc.
	MN
	100% - Black Box Corporation
	1  share of common stock

	Norstan Communications, Inc.
	MN
	100% - Norstan, Inc.
	500  shares of common stock

	Nu-Vision Technologies, LLC
	NY
	100% - Midwest Communications Technologies, Inc.
	Membership Interests

	NXO Installation, LLC
	DE
	100% - NextiraOne, LLC
	Membership Interests

	PS Tech Video, LLC
	CA
	100% - PS Technologies, LLC
	Membership Interests

	PS Technologies, LLC
	MD
	100% - Midwest Communications Technologies, Inc.
	Membership Interests

	Quanta Systems, LLC
	DE
	100% - NextiraOne Federal, LLC
	Membership Interests

	Scottel Voice & Data, Inc.
	CA
	100% - Black Box Corporation
	3,000  shares of common stock

	Teldata Corporation
	TN
	100% - BBox Holding Company
	100  shares of common stock

	UCI Communications LLC
	SC
	100% - Midwest Communications Technologies, Inc.
	Membership Interests

	Vibes Technologies, Inc.
	MN
	100% - Norstan Communications, Inc.
	100  shares of common stock

















	
		
	Foreign Subsidiaries*
	Jurisdiction

	Black Box Network Services Australia Pty Ltd
	Australia

	Black Box GmbH
	Austria

	Black Box Network Services NV
	Belgium

	Black Box do Brasil Industria e Comercio Ltda.
	Brazil

	Black Box Canada Corporation
	Canada

	Nostan Canada, Ltd./Norstan Canaa, Ltée
	Canada

	Black Box Chile S.A.
	Chile

	Black Box A/S
	Denmark

	Black Box Network Services (UK) Limited
	England

	Black Box Finland OY
	Finland

	Black Box France
	France

	Black Box Deuthschland GmbH
	Germany

	Black Box Netzwerk Service GmbH
	Germany

	Black Box Network Services India Private Limited
	India

	Black Box Network Services (Dublin) Limited
	Ireland

	Black Box Software Development Services Limited
	Ireland

	Black Box Network Services S.r.l.
	Italy

	Black Box Network Services Co., Ltd.
	Japan

	Black Box Network Services Korea Limited
	Korea

	Black Box Network Services SDN. BHD.
	Malaysia

	Black Box de Mexico, S. de R.L. de C.V.
	Mexico

	Black Box Network Services Puebla, S.A. de C.V.
	Mexico

	Black Box Datacom B.V.
	Netherlands

	Black Box International Holdings B.V.
	Netherlands

	Black Box Network Services New Zealand Limited
	New Zealand

	Black Box Norge AS
	Norway

	Black Box P.R. Corp.
	Puerto Rico

	Black Box Network Services Singapore Pte Ltd
	Singapore

	Black Box Comunicaciones, S.A.
	Spain

	Black Box Network Services AB
	Sweden















	
		
	Foreign Subsidiaries*
	Jurisdiction

	Black Box Network Services AG
	Switzerland

	Black Box Network Services Corporation
	Taiwan






*Each of the Foreign Subsidiaries is directly or indirectly owned 100% by one or more Loan Parties.















SCHEDULE 7.2.1 


Permitted Indebtedness




None.













SCHEDULE 7.2.4 


 Permitted Loans or Investments


See Schedule 5.1.2 with respect to all stock owned by Borrower (directly or indirectly) as of Closing.


March 31, 2016 Principal Balance Owed to Black Box Corporation of Pennsylvania ("BBCPA")


Black Box Network Services S.r.l. – EUR 347,000 which has a USD historical value in the accounts of BBCPA of $374,760.00


Black Box Network Services Puebla, S.A. de C.V. – MXN 7,482,499.93 which has a USD historical value in the accounts of BBCPA of $438,721.15