EX-10.1



 





Exhibit 10.1




February 28, 2007




Michael McAndrew

Black Box Corporation of Pennsylvania

Norstan, Inc.

1000 Park Drive

Lawrence, PA 15055





	 	Re:  	 	SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 24, 2005, as
amended by First Amendment to the Second Amended and Restated Credit Agreement dated as
of February 17, 2005 and Second Amendment to the Second Amended and Restated Credit
Agreement dated as of March 28, 2006, as the same may be or have been further amended
from time to time (the “Credit Agreement”) entered into by and among BLACK BOX
CORPORATION OF PENNSYLVANIA, a Delaware corporation (“BBCPA”), and NORSTAN,
INC., a Minnesota corporation (“Norstan” — BBCPA and Norstan are sometimes
individually referred to herein as a “Borrower” and collectively as the
“Borrowers”), BLACK BOX CORPORATION, a Delaware corporation (the
“Parent”), the guarantors parties hereto from time to time (together with the
Parent, the “Guarantors”), the Lenders parties hereto from time to time and
CITIZENS BANK OF PENNSYLVANIA, a banking association organized and existing under the
laws of the Commonwealth of Pennsylvania, as administrative agent for the Lenders
parties hereunder (in such capacity, together with the successors in such capacity, the
“Agent”)





Dear Mr. McAndrew:




     Reference is made to the Credit Agreement. Terms in this letter that are not defined in this
letter shall have the meanings given to those terms in the Credit Agreement, unless the
circumstances clearly require otherwise.



     You have advised that the Borrowers may not deliver the unaudited consolidated statements of
income, cash flows and changes in stockholders’ equity of the Parent and its consolidated
Subsidiaries for the fiscal quarter of the Parent and its consolidated Subsidiaries for the period
ended December 30, 2006 and the associated Compliance Certificate within 60 days of the end of the
fiscal quarter of the Borrowers ended December 30, 2006, as required by Sections 6.01(b), 6.01(c)
and 6.01(d) of the Credit Agreement. In addition, you have advised that the Parent has not filed
its Quarterly Report on Form 10-Q for its fiscal quarter ended December 30, 2006 (the “Form 10-Q”)
with the Securities and Exchange Commission on a timely basis. Accordingly, Potential Defaults may
have occurred and Events of Default may occur under the Credit Agreement (collectively, the
“Defaults”).



     Subject to the terms and conditions of this letter agreement and provided that the Borrowers
deliver such third quarter financial statements and the Form 10-Q to the Lenders on or prior to May
28, 2007, the Lenders agree to waive the Defaults.



 









 





     The Borrowers represent and warrant that: (i) subject to the last sentence of this paragraph,
all of the representations and warranties contained in the Credit Agreement, the Notes and the
other Loan Documents are true and correct, as if made on the date hereof, (ii) after giving effect
to the terms of this letter agreement, no Event of Default or Potential Default exists on and as of
the date hereof and the Borrowers are in compliance with all of the terms of the Credit Agreement,
the Notes and the other Loan Documents, and (iii) the Borrowers are authorized to execute and
deliver this letter agreement. The Lenders have been advised by the Parent that, as a result of
the Parent’s ongoing review of its stock option practices, the Parent may need to restate its
historical financial statements to record additional non-cash compensation expense related to stock
option grants and to make other related adjustments. Accordingly, the financial statements,
certificates, documents and other information previously delivered or to be delivered to the
Lenders may not be accurate and complete in all material respects with respect to these potential
adjustments.



     Except as specifically amended hereby, each of the Credit Agreement and the Loan Documents
shall remain in full force and effect in the form in which it existed on the date hereof prior to
giving effect to the terms of this letter agreement and the Borrowers ratify and affirm each of the
Credit Agreement and the Loan Documents in its respective entirety (subject to the amendments
specifically provided for herein).



     Nothing contained in this letter shall be construed to impair the security of the Agent or the
Lenders or their successors and assigns under the Credit Agreement or any of the other Loan
Documents nor affect or impair any rights or powers that the Agent or the Lenders may have under
the Credit Agreement or the other Loan Documents for the recovery of the indebtedness of the
Borrowers to the Lenders in case of non-fulfillment of the terms, provisions and covenants
contained in this letter or the terms, rights, powers and covenants of the Credit Agreement and the
other Loan Documents not modified by this letter. All rights, powers and remedies of the Agent and
the Lenders under any other agreement now or at any time hereafter in force between the Agent, the
Lenders and the Borrowers shall be cumulative and not alternative and shall be in addition to all
rights, powers and remedies given to the Agent and the Lenders by law.



     If the foregoing accurately sets forth our understanding with respect to the matters contained
herein, please accept this letter agreement by signing where indicated below. This letter
agreement shall not be enforceable against the Lenders and shall not act as a modification to any
of the terms of the Credit Agreement until such time as it has been accepted by the Borrowers and
each of the parties set forth below as provided below.



	 	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	CITIZENS BANK OF PENNSYLVANIA
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Debra McAllonis
	 

	 	 	 	 
	 

	 	Title:
	 	Senior Vice President






 









 





Agreed to and accepted,

intending to be legally bound

hereby, this 28th day of

February, 2007.




	 	 	 	 
	Borrowers:
	 
	 	 
	BLACK BOX CORPORATION OF PENNSYLVANIA
	 
	 	 
	By:

	 	/s/ Michael McAndrew
	 

	 	 
	Title:

	 	Secretary and Treasurer
	 
	 	 
	 
	 	 
	NORSTAN, INC.
	 
	 	 
	By:

	 	/s/ Michael McAndrew
	 

	 	 
	Title:

	 	CFO, Secretary and Treasurer
	 
	 	 
	 
	 	 
	GUARANTORS:
	 
	 	 
	BLACK BOX CORPORATION and

each of the DOMESTIC SUBSIDIARIES

listed on Annex C to the Credit Agreement
	 
	 	 
	By:

	 	/s/ Michael McAndrew
	 

	 	 
	Title:

	 	Secretary
	 
	 	 
	 
	 	 
	LENDERS:
	 
	 	 
	WACHOVIA BANK, NATIONAL ASSOCIATION
	 
	 	 
	By:

	 	/s/ [Illegible Signature]
	 

	 	 
	Title:

	 	Vice President
	 
	 	 
	 
	 	 
	BANK OF AMERICA, N.A., successor by merger to

Fleet National Bank
	 
	 	 
	By:

	 	/s/ Sandra Gueirieri
	 

	 	 
	Title:

	 	Vice President






SIGNATURES CONTINUED ON THE NEXT PAGE




 









 





	 	 	 	 
	NATIONAL CITY BANK OF PENNSYLVANIA
	 
	 	 
	By:

	 	/s/ Emil Kwaczala
	 

	 	 
	Title:

	 	Vice President
	 
	 	 
	 
	 	 
	US BANK
	 
	 	 
	By:

	 	/s/ Frances W. Josephic
	 

	 	 
	Title:

	 	Vice President
	 
	 	 
	 
	 	 
	KEYBANK NATIONAL ASSOCIATION
	 
	 	 
	By:

	 	/s/ David A. Wild
	 

	 	 
	Title:

	 	Vice President
	 
	 	 
	 
	 	 
	MELLON BANK, N.A.
	 
	 	 
	By:

	 	/s/ Daniel J. Lenckos
	 

	 	 
	Title:

	 	First Vice President
	 
	 	 
	 
	 	 
	FIFTH THIRD BANK
	 
	 	 
	By:

	 	/s/ James Janovsky
	 

	 	 
	Title:

	 	Vice President
	 
	 	 
	 
	 	 
	COMERICA BANK
	 
	 	 
	By:

	 	/s/ Erica Krzeminski
	 

	 	 
	Title:

	 	Account Officer
	 
	 	 
	 
	 	 
	PEOPLE’S BANK
	 
	 	 
	By:

	 	/s/ George Paik
	 

	 	 
	Title:

	 	Vice President
	 
	 	 
	 
	 	 
	PNC BANK, NATIONAL ASSOCIATION
	 
	 	 
	By:

	 	/s/ Thomas A. Majeski
	 

	 	 
	Title:

	 	Vice President