AGREEMENT AND PLAN OF MERGER by and among AGC NETWORKS PTE LTD., BBX MAIN INC., BBX INC., HOST MERGER SUB INC., and BLACK BOX CORPORATION dated as of November 11, 2018Merger Agreement • November 13th, 2018 • Black Box Corp • Computer communications equipment • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 11, 2018, by and among AGC Networks Pte Ltd., a company organized under the laws of Singapore (“Top Parent”), BBX Main Inc., a Delaware corporation and a wholly owned Subsidiary of Top Parent (“Parent”), BBX Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“BBX Intermediate”), Host Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of BBX Intermediate (“Merger Sub”; together with Top Parent, Parent and BBX Intermediate, the “Parent Entities” and each, a “Parent Entity”), and Black Box Corporation, a Delaware corporation (the “Company”).
LIMITED GUARANTEELimited Guarantee • November 13th, 2018 • Black Box Corp • Computer communications equipment • Delaware
This Limited Guarantee, dated as of November 11, 2018 (this “Limited Guarantee”), is made by Essar Telecom Limited (the “Guarantor”) in favor of Black Box Corporation (the “Guaranteed Party” or the “Company”). Reference is made to that certain Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) entered into concurrently herewith by and among the Guaranteed Party, AGC Networks Pte Ltd., a Singapore entity (“Top Parent”), BBX Main Inc., a Delaware corporation and an indirectly wholly owned subsidiary of Top Parent (“Parent”), BBX Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“BBX Intermediate”), and Host Merger Sub, Inc. (“Merger Sub”), pursuant to which and subject to the terms and conditions of which Merger Sub will be merged with and into the Guaranteed Party, with the Guaranteed Party surviving as a wholly owned subsidiary of BBX Intermediate (the “Merger”). Capitalized terms used bu
CONSENT AGREEMENTConsent Agreement • November 13th, 2018 • Black Box Corp • Computer communications equipment
Consent Agreement (the “Consent”), dated as of November 11, 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 (the “Consenting Lenders”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
