AMENDMENT TO THE INTEREST PURCHASE AGREEMENT
Exhibit 2.1
EXECUTION COPY
AMENDMENT TO THE INTEREST PURCHASE AGREEMENT
THIS AMENDMENT TO THE INTEREST PURCHASE AGREEMENT (this “Amendment”) is made this
30th day of April, 2006, by and between PLATINUM EQUITY, LLC, a Delaware limited
liability company (“Platinum”), and BLACK BOX CORPORATION, a Delaware corporation
(“Black Box”).
BACKGROUND
WHEREAS, Platinum and Black Box are parties to that certain Interest Purchase Agreement dated
as of April 10, 2006 (the “Agreement”) pursuant to which Black Box will purchase 100% of
the membership interests of NextiraOne, LLC, NextiraOne Federal, LLC, NextiraOne New York, LLC and
the general partnership interests of NextiraOne California L.P.; and
WHEREAS, the parties wish to amend the Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, and intending
to be legally bound, the parties agree as follows:
1. Definitions. Capitalized terms not otherwise defined herein shall have the
meanings given to such terms in the Agreement.
2. Closing. Notwithstanding any other provision of the Agreement, including the
provisions of Article 3 thereof, the payments required to be made by Black Box on behalf of
Purchaser at the Closing shall be made as soon as practicable on Monday, May 1, 2006. In
connection therewith, concurrently with the Closing on Sunday, April 30, 2006, Black Box will
execute and deliver to Platinum a letter in the form attached hereto as Exhibit A providing
irrevocable instructions to Mellon Bank to make the required payments on Monday, May 1, 2006 and
hereby authorizes Platinum to deliver such letter to Mellon Bank. Notwithstanding the delivery of
such irrevocable instructions, Black Box shall take all such action as may be necessary to ensure
that the payments required to be made by Black Box under the Agreement are, in fact, made on
Monday, May 1, 2006 as provided in the letter of irrevocable instructions.
3. Amendments. The Agreement is hereby amended as follows:
(i) by deleting the word “and” at the end of Section 9.1(a)(xxvii) and the period at the end
of Section 9.1(a)(xxviii) and replacing the period at the end of Section 9.1(a)(xxviii) with “;
and”;
(ii) by adding a new Section 9.1(a)(xxix) to read in its entirety as follows: “(xxix) the
failure by Platinum to obtain the landlord consents listed in Schedule 7.4 of this
Agreement”; and
(iii) by amending and restating the first sentence of Section 9.2(b) to read in its entirety
as follows: “Notwithstanding anything herein to the contrary, to the extent commercially feasible,
prior to any payment by Black Box under any of the matters referred
to in
Sections 9.1(a)(iii), through Section 9.1(a)(xxix), as applicable, Black Box shall provide to Platinum a written notice detailing the amount of such proposed payment and a copy or description of the plan or agreement (whether oral or written) pursuant to which such request for payment has been made.”
Sections 9.1(a)(iii), through Section 9.1(a)(xxix), as applicable, Black Box shall provide to Platinum a written notice detailing the amount of such proposed payment and a copy or description of the plan or agreement (whether oral or written) pursuant to which such request for payment has been made.”
4. Landlord Consents. The parties acknowledge that, as of the date hereof, Platinum has
not obtained any of the third party (each, a “Landlord”) consents listed in Schedule 7.4 to
the Agreement (each, a “Landlord Consent”), to the extent such Landlord Consents are
required in connection with the transactions contemplated by the Agreement. Platinum and Black Box
shall cooperate and work together in good faith to negotiate with each Landlord to either (i)
obtain a Landlord Consent, or (ii) secure from such Landlord a waiver of any such consent
requirement, in each case on commercially reasonable and customary terms reasonably acceptable to
Black Box. Such efforts shall include, without limitation, providing the Landlord with all such
information concerning Black Box and its affiliates as the Landlord may reasonably request, making
available a representative to meet with the Landlord at such times as may be reasonably requested
and, if requested and to the extent not prohibited by the Second Amended and Restated Credit
Agreement dated as of January 24, 2005 filed as Exhibit (b)(2) to Amendment No. 4 to Black Box’s
Schedule TO filed with the Securities and Exchange Commission on January 26, 2005, to providing an
unsecured guaranty from Black Box or an affiliate of Black Box of the obligations under the lease
with such Landlord; such efforts shall not require Black Box or any Affiliate of Black Box to
agree to any material amendment of any lease with a Landlord (other than to reflect any such
unsecured guaranty), including but not limited to any extension of the term of such lease, nor to
provide any additional credit support or enhancement for such lease other than such an unsecured
guaranty; provided, however, that this Section 4 shall not limit in any way the obligations of
Black Box pursuant to Section 6.6(c) of the Agreement, including the obligation to use commercially
reasonable efforts to replace the letter of credit related to NXO’s lease with Transco Tower
Limited. Unless expressly approved by Platinum, Black Box shall not communicate separately with
any Landlord regarding a Landlord Consent or attempt to obtain a Landlord Consent on terms that are
not fully disclosed in all material respects to Platinum prior to being communicated to a Landlord.
Between the date hereof and until such time as all such Landlord Consents are obtained or waived,
Black Box shall cause each Company or Subsidiary that is a party, or otherwise occupies space
pursuant, to one or more lease agreements with a Landlord, to comply in all material respects with
all of the terms and conditions of, and otherwise perform in all material respects all obligations
required to be performed under, such lease agreements. The obligation of Platinum to provide
indemnification for any Losses arising out of or in connection with its the failure to obtain the
Landlord Consents prior to the date hereof as set forth in the new Section 9.1(a)(xxix) of the
Agreement provided for in Section 3 of this Amendment shall not extend to any Losses arising
directly or indirectly from any violation by Black Box of its agreements in this Section 4.
5. Counterparts. This Amendment may be executed in one or more counterparts, each of
which will be considered an original instrument and all of which together will be considered one
and the same agreement, and will become effective when counterparts, which together contain the
signatures of each party, will have been delivered to Black Box and Platinum. Delivery of executed
signature pages by facsimile transmission will constitute effective and binding execution and
delivery of this Amendment.
6. Full Force and Effect. The Agreement shall remain in full force and effect except
as specifically amended by this Amendment.
[signatures follow]
IN WITNESS WHEREOF, the parties have executed this Amendment to the Interest Purchase
Agreement as of the date first written above.
| BLACK BOX CORPORATION |
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| By: | /s/ Xxxxxxx XxXxxxxx | |||
| Xxxxxxx XxXxxxxx | ||||
| Vice President, Chief Financial Officer, Secretary and Treasurer |
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| PLATINUM EQUITY, LLC |
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| By: | /s/ Xxx X. Xxxxxxxx | |||
| Xxx X. Xxxxxxxx | ||||
| Executive Vice President, General Counsel and Secretary |
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