May 28, 2007

Exhibit 10.2

May 28, 2007

Xxxxxxx XxXxxxxx
Black Box Corporation of Pennsylvania
Norstan, Inc.
0000 Xxxx Xxxxx
Xxxxxxxx, XX 00000

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 Xx. XxXxxxxx:

     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. Further, reference is made to that certain letter agreement entered into by and among the Lenders, the Agent and the Borrowers dated February 28, 2007 (the “Waiver Letter”).

     The Waiver Letter provided that the Lenders would agree to waive certain Defaults (as defined in the Waiver Letter) provided that the Borrowers deliver third quarter financial statements and the Form 10-Q of the Parent to the Lenders on or prior to May 28, 2007. You have requested that the Lenders agree to extend the date upon which the Borrowers must deliver such financial statements and Form 10-Q until June 29, 2007.

     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 of the Parent to the Lenders on or prior to June 29, 2007, the Lenders agree to waive the Defaults (as defined in the Waiver Letter).

     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 will 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 were not 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 the Required Lenders, to be evidenced by delivery of the signatures of the Borrowers and the Required Lenders as provided below.

		Very truly yours,
		CITIZENS BANK OF PENNSYLVANIA
		By:		/s/ Xxxxx XxXxxxxxx
		Title:		Senior Vice President

Agreed to and accepted,
intending to be legally bound
hereby, this 28th day of
May, 2007.

Borrowers:
BLACK BOX CORPORATION OF PENNSYLVANIA
By:		/s/ Xxxxxxx XxXxxxxx
Title:		Secretary and Treasurer
NORSTAN, INC.
By:		/s/ Xxxxxxx XxXxxxxx
Title:		CFO, Secretary and Treasurer
Guarantors:
BLACK BOX CORPORATION and each of the DOMESTIC SUBSIDIARIES which are Guarantors
By:		/s/ Xxxxxxx XxXxxxxx
Title:		Secretary
Lenders:
WACHOVIA BANK, NATIONAL ASSOCIATION
By:		/s/ Xxxxxxx X. Xxxxxxxx
Title:		Senior Vice President
BANK OF AMERICA, N.A., successor by merger to Fleet National Bank
By:		/s/ Xxxxxx Gueirieri
Title:		Vice President

SIGNATURES CONTINUED ON THE NEXT PAGE

NATIONAL CITY BANK OF PENNSYLVANIA
By:		/s/ Xxxx Xxxxxxxx
Title:		Vice President
US BANK
By:		/s/ Xxxxxxx X. Xxxxxxxx
Title:		Vice President
KEYBANK NATIONAL ASSOCIATION
By:		/s/ Xxxxx X. Wild
Title:		Vice President
MELLON BANK, N.A.
By:		/s/ Xxxxxxx X. Xxxxx
Title:		Senior Vice President
FIFTH THIRD BANK
By:		/s/ Xxxxx Xxxxxxxx
Title:		Vice President
COMERICA BANK
By:		/s/ Xxxxx Xxxxxxxxxx
Title:		Assistant Vice President
PEOPLE’S BANK
By:		/s/ Xxxxxx Xxxx
Title:		Vice President
PNC BANK, NATIONAL ASSOCIATION
By:		/s/ Xxxxx Xxx
Title:		Corporate Banking Officer