exv10w2






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Exhibit 10.2




FIRST AMENDMENT TO CREDIT AGREEMENT




               THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of October 8, 2010 (this
“Amendment”), is by and among BLACK BOX CORPORATION OF PENNSYLVANIA, a Delaware
corporation, and NORSTAN, INC., a Minnesota corporation, as Borrowers (collectively, the
“Borrowers”), BLACK BOX CORPORATION, a Delaware corporation (the “Parent”), the
other guarantors to the Credit Agreement (as hereinafter defined) (together with the Parent, the
“Guarantors”), the lenders parties to the Credit Agreement (the “Lenders”) and
CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania banking association, as administrative agent for the
Lenders (in such capacity, the “Agent”).




W I T N E S S E T H:




               WHEREAS, the Borrowers, the Guarantors, the Lenders and the Agent are parties to a Third
Amended and Restated Credit Agreement, dated as of January 30, 2008 (the “Credit
Agreement”), pursuant to which the Lenders have agreed, on the terms and subject to the
conditions described therein, to make Loans to the Borrowers; and




               WHEREAS, the Borrowers have requested the Lenders and the Agent to make certain changes to the
Credit Agreement; and




               WHEREAS, the Required Lenders and the Agent are willing to amend the Credit Agreement as set
forth below; and




               WHEREAS, capitalized terms used herein and not otherwise defined shall have the meanings
assigned to them in the Credit Agreement;




               NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained,
and intending to be legally bound hereby, the parties hereto agree as follows:




               SECTION 1. Certain Amendments to Credit Agreement. The Credit Agreement is hereby
amended as follows:




               1.1. Section 1.01 of the Credit Agreement is hereby amended by adding thereto, in appropriate
alphabetical sequence, a new definition of the term “Joint Venture Investment”, to read as
follows:





               “Joint Venture Investment” shall mean an investment by a Loan Party or a
Subsidiary of a Loan Party in a Person, which Person will not upon such investment be a
Subsidiary of a Loan Party and which Person is in the same business as a Loan Party or a
Subsidiary of a Loan Party or a related business (whether such investment is in the form of
a loan or advance to such Person, the acquisition or other ownership (beneficially or of
record) of stock, bonds, notes or other securities of or partnership (general or limited) or
limited liability company interest in, or the making of any capital contribution to or other
investment in, such Person), which investment is made pursuant to a written agreement and
which is not an investment in securities which are listed for trading on any
established trading market.



 









 





               1.2. The definition of the term “Affiliate” contained in Section 1.01 of the Credit
Agreement is hereby amended to read in its entirety as follows:





               “Affiliate” of a Person (the “Specified Person”) shall mean any Person which
directly or indirectly controls, or is controlled by, or is under common control with, the
Specified Person. For purposes of the preceding sentence, “control” of a Person means the
possession, directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting securities,
by contract or otherwise. In addition to, and notwithstanding the generality of, the
foregoing two sentences, each Person in which a Loan Party or a Subsidiary of a Loan Party
has made a Joint Venture Investment shall be deemed, solely for purposes of Section 7.13, to
be an Affiliate of such Loan Party or Subsidiary, as the case may be.



               1.3. Section 6.01(e) of the Credit Agreement is hereby amended by adding at the end thereof a
new sentence, to read as follows:





The Loan Parties shall include in each Quarterly Compliance Certificate furnished under
Section 6.01(d) the aggregate amount of Joint Venture Investments as of the last day of the
relevant fiscal quarter, calculated in accordance, and showing compliance, with Section
7.08(c).



               1.4.. Section 7.06 of the Credit Agreement is hereby amended by deleting the word “and” at the
end of clause (f) of such Section, adding the word “and” at the end of clause (g) of such Section,
and inserting at the end of such Section a new clause (h), to read as follows:





               (h) Guaranty Equivalents of Indebtedness of any Person in which a Loan Party or a
Subsidiary of a Loan Party has an outstanding Joint Venture Investment, in an aggregate
amount, for all such Guaranty Equivalents, which does not cause Section 7.08(c) to be
violated.



               1.5 Section 7.07 of the Credit Agreement is hereby amended by deleting the word “and” at the
end of clause (c) of such Section, adding the word “and” at the end of clause (d) of such Section,
and inserting at the end of such Section a new clause (e), to read as follows:





               (e) Guaranty Equivalents of Indebtedness of any Person in which a Loan Party or a
Subsidiary of a Loan Party has an outstanding Joint Venture Investment, in an aggregate
amount, for all such Guaranty Equivalents, which does not cause Section 7.08(c) to be
violated.



               1.6. Section 7.08(a) of the Credit Agreement is hereby amended to read in its entirety as
follows:





               (a) Capital contributions to, the purchase of interests in, and other investments in
any Loan Party and any Subsidiary of a Loan Party (including without limitation a Person
that will become a Subsidiary of a Loan Party upon the consummation of such investment),
including the repurchase by Parent of its own capital stock;



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               1.7. Section 7.08(c) of the Credit Agreement is hereby amended to read in its entirety as
follows:





               (c) So long as no Event of Default or Potential Default shall have occurred and be
continuing or shall occur after giving effect thereto (and the Agent shall have received
substantially contemporaneous notice of the consummation thereof), Joint Venture Investments
in an aggregate cumulative (from October 1, 2010) amount then outstanding which, when added
(without double-counting) to the outstanding amount at the time in question of Guaranty
Equivalents referred to in Section 7.06(h), does not exceed $25,000,000. For purposes of
this Section 7.08(c), an outstanding amount of a Joint Venture Investment shall be equal to
the fair market value of such Joint Venture Investment when made (but not less than the
consideration paid therefor), less any amounts received for or on account of such
Joint Venture Investment, including, but not limited to, any repayments, dividends,
distributions or sale proceeds; provided that the outstanding amount of any Joint Venture
Investment shall not be reduced to less than zero.



               1.8. .Section 7.11(a) of the Credit Agreement is hereby amended to read in its entirety as
follows:





               (a) Any Acquisition (as defined herein) that satisfies the following conditions: (i)
no Event of Default or Potential Default shall have occurred and be continuing or shall
occur after giving effect to such Acquisition; (ii) such Acquisition is of a Person in the
same or similar line of business as any Loan Party or any Subsidiary of a Loan Party or of
assets useful in the business of any Loan Party or any Subsidiary of a Loan Party; (iii)
after giving effect to such Acquisition, the unused availability under the Revolving Credit
Commitments, in the aggregate, is greater than $20,000,000; and (iv) if the consideration
payable in connection with such Acquisition exceeds $50,000,000, the consent of the Required
Lenders shall have been received;



               1.9. Section 7.11 of the Credit Agreement is hereby further amended by redesignating clause
(b) as clause (c) and by adding the following as Section 7.11(b):





               (b) Joint Venture Investments permitted by Section 7.08(c); and



               1.10. Section 7.12 of the Credit Agreement is hereby amended by deleting the word “and” at
the end of clause (b) of such Section, adding the word “and” at the end of clause (c) of such
Section, and inserting at the end of such Section a new clause (d), to read as follows:





               (d) any Joint Venture Investment.



               SECTION 2. Conditions to Effectiveness.




               2.1. This Amendment shall become effective upon (a) the execution by the Borrowers, the
Guarantors, the Required Lenders and the Agent, and delivery to the Agent, of this Amendment and
(b) receipt by the Agent of such other certificates, corporate documents and other documents as the
Agent may request and (c) the payment by the Borrowers to the Agent for the accounts of the
respective Lenders which have signed this Agreement on or prior to October 20, 2010, a fee in an
amount equal to twenty basis points times the Revolving Credit Committed Amount of the applicable
Lender.





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               SECTION 3. Miscellaneous.




               3.1. Effect of Amendment. The Credit Agreement, as amended by this Amendment, is in
all respects ratified, approved and confirmed and shall, as so amended, remain in full force and
effect.




               3.2. Confirmation of Guaranty. Each of the Guarantors reaffirms the terms and
conditions of the Loan Documents executed by it and acknowledges and agrees that such Loan
Documents remain in full force and effect and are hereby ratified, reaffirmed and confirmed.




               3.3. Governing Law. This Amendment shall be governed by and construed in accordance
with the laws of the Commonwealth of Pennsylvania without giving effect to the conflict of law
principles thereof.




               3.4. Counterparts. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which, when so executed, shall be
deemed an original, but all such counterparts shall constitute but one and the same instrument.




[Signatures begin on Next Page]






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SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT WITH

BLACK BOX CORPORATION ET AL.




               IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have
executed and delivered this Amendment as of the date first above written.




	 	 	 	 	 
	 
	 	BORROWERS:


BLACK BOX CORPORATION OF PENNSYLVANIA

 	 
	 	By:  	/s/ Michael McAndrew
 	 
	 
	 	Name:  	 Michael McAndrew 	 
	 
	 	Title:  	 Vice President, Secretary and 
 Treasurer 	 
	 
	 
	 	NORSTAN, INC

 	 
	 	By:  	/s/ Michael McAndrew
 	 
	 
	 	Name:  	 Michael McAndrew 	 
	 
	 	Title:  	 Vice President, Secretary and 
 Treasurer 	 
	 
	 
	 	GUARANTORS:


BLACK BOX CORPORATION and each of

the DOMESTIC SUBSIDIARIES listed on Annex A
attached hereto and made a part hereof

 	 
	 	By:  	/s/ Michael McAndrew
 	 
	 
	 	Name:  	 Michael McAndrew 	 
	 
	 	Title:  	 Secretary	 
	 
	 	  	 of Black Box Corporation and of each 
 of
the Domestic Subsidiaries listed on
 Annex A hereto 	 



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SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT WITH

BLACK BOX CORPORATION ET AL.




	 	 	 	 	 
	 
	 	AGENT:


CITIZENS BANK OF PENNSYLVANIA

 	 
	 	By:  	/s/ Debra L. McAllonis
 	 
	 
	 	Name:  	 Debra L. McAllonis 	 
	 
	 	Title:  	 Senior Vice President 	 
	 
	 
	 	BANKS:


CITIZENS BANK OF PENNSYLVANIA

 	 
	 	By:  	/s/ Debra L. McAllonis
 	 
	 
	 	Name:  	 Debra L. McAllonis 	 
	 
	 	Title:  	 Senior Vice President 	 
	 
	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Michael J. Gigler
 	 
	 
	 	Name:  	 Michael J. Gigler 	 
	 
	 	Title:  	 Senior Vice President 	 
	 
	 
	 	PNC BANK, NATIONAL ASSOCIATION,

 	 
	 	By:  	/s/ D.W. Riefner
 	 
	 
	 	Name:  	 D.W. Riefner 	 
	 
	 	Title:  	 S.V.P. 	 



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SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT WITH

BLACK BOX CORPORATION ET AL.




	 	 	 	 	 
	 
	 	U. S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Kenneth R. Fieler
 	 
	 
	 	Name:  	 Kenneth R. Fieler 	 
	 
	 	Title:  	 Assistant Vice President 	 
	 
	 
	 	BANK OF AMERICA, N. A.

 	 
	 	By:  	/s/ Sandra Guerrieri
 	 
	 
	 	Name:  	 Sandra Guerrieri 	 
	 
	 	Title:  	 Vice President 	 
	 
	 
	 	KEYBANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ David A. Wild
 	 
	 
	 	Name:  	 David A. Wild 	 
	 
	 	Title:  	 Vice President 	 
	 
	 
	 	FIFTH THIRD BANK

 	 
	 	By:  	/s/ Jim Janovsky
 	 
	 
	 	Name:  	 Jim Janovsky 	 
	 
	 	Title:  	 Vice President 	 



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SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT WITH

BLACK BOX CORPORATION ET AL.




	 	 	 	 	 
	 
	 	WELLS FARGO BANK, N. A.

 	 
	 	By:  	/s/ Joseph J. Bianchin III
 	 
	 
	 	Name:  	 Joseph J. Bianchin III 	 
	 
	 	Title:  	 Vice President 	 
	 
	 
	 	THE BANK OF NEW YORK MELLON

 	 
	 	By:  	/s/ Carl S. Tabacjar, Jr.
 	 
	 
	 	Name:  	 Carl S. Tabacjar, Jr. 	 
	 
	 	Title:  	 Vice President 	 
	 
	 
	 	PEOPLE’S UNITED BANK

 	 
	 	By:  	/s/ Francis J. McGinn
 	 
	 
	 	Name:  	 Francis J. McGinn 	 
	 
	 	Title:  	 SVP 	 
	 
	 
	 	TD BANK, N.A.

 	 
	 	By:  	/s/ Maria Willner
 	 
	 
	 	Name:  	 Maria Willner 	 
	 
	 	Title:  	 SVP 	 



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Annex A to First Amendment to Credit Agreement




GUARANTORS




ACS Communications, Inc.

ACS Dataline, LP

ACS Investors, LLC

ACS Partners, LLC

ACS Dataline of the Northwest, Inc.

ADS Telecom, Inc.

Advanced Communications Corporation

Advanced Network Technologies, Inc.

American Telephone Wiring Company

Atimco Network Services, Inc.

B & C Telephone, Inc.

BB Technologies, Inc.

BBox Holding Company

BCS II, LLC

Black Box Network and Electrical Services, Inc.

Black Box Network Services, Inc. - Government Solutions

Cable Consultants, Incorporated

CBS Technologies Corp.

Comm Line, Inc.

Communication Contractors, Inc.

Data Communications 2000, Inc.

Datel Communications, Inc.

Delaney Telecom, Inc.

DESIGNet, Inc.

FBS Communications, L.P.

Integrated Cabling Systems, Inc.

Jet Line Communications, Inc.

K & A Communications, Inc.

Koncepts Communications of L.I., Corp.

Michael Electric, Inc.

Midwest Communications Technologies, Inc.

Midwest Electronics and Communications, Inc.

Milgo Holdings Canada, LLC

Mutual Telecom Services Inc.

Network Communications Technologies, Inc.

NextiraOne California L.P. (executed on behalf of NextiraOne California L.P. by Norstan

   Communications, Inc., its general partner

NextiraOne Federal, LLC

NextiraOne New York, LLC

NextiraOne, LLC

Norstan Canada Inc.

Norstan Communications, Inc.

Norstan Financial Services, Inc.

Norstan International, Inc.

Nortech Telecommunications Inc.




 









 





Nu-Vision Technologies, Inc.

Nu-Vision Technologies, LLC

NXO Installation, LLC

Quanta Systems, LLC

R & D Services, Inc.

Scottel Voice & Data, Inc.

Teldata Corporation

Telefuture Communications Ltd.

Todd Communications, Inc.

UCI Communications LLC

U.S. Premise Networking Services, Inc.

Vibes Technologies, Inc.





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