8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 30, 2006

Black Box Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction
of Incorporation) 0-18706
(Commission File Number) 95-3086563
(IRS Employer
Identification No.)

1000 Park Drive
Lawrence, Pennsylvania
(Address of Principal Executive Offices) 15055
(Zip Code)

Registrant’s telephone number, including area code: (724) 746-5500

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-2.1

EX-2.2

Item 2.01 Completion of Acquisition or Disposition of Assets.

     On April 30, 2006, pursuant to an Interest Purchase Agreement by and between Platinum Equity, LLC, a Delaware limited liability company (“Platinum”), and Black Box Corporation, a Delaware corporation (“Black Box”), as amended by the Amendment to the Interest Purchase Agreement (the “Amendment”) by and between Platinum and Black Box dated as of April 30, 2006 (collectively, the “Purchase Agreement”), an indirect wholly-owned subsidiary of Black Box purchased (the “Acquisition”) 100% of the outstanding membership interests of NextiraOne, LLC, a Delaware limited liability company (“NXO”), NextiraOne New York, LLC, a Delaware limited liability company (“NXO NY”), and NextiraOne Federal, LLC, a Delaware limited liability company (“NXO Federal”), and 100% of the partnership interests of NextiraOne California L.P., a California limited liability partnership (“NXO CA,” and, together with NXO, NXO NY and NXO Federal, the “Companies”). The Companies, along with certain subsidiaries of the Companies that are also being acquired in the Acquisition (the “Subsidiaries”), are engaged in the business of providing integrated enterprise network, IP telephony, voice and data solutions and services to customers in the commercial marketplace primarily in the United States and Canada as well as to the United States government, United States government agencies and United States government contractors. A copy of the Amendment is filed as Exhibit 2.1 hereto.

     The purchase price for the Acquisition was $97,305,000, including a pre-closing reduction of the purchase price of $6,645,000 based on the estimated equity book value of the Companies and Subsidiaries (total assets less total liabilities, as adjusted by the parties for certain items) as of the closing date. The purchase price is subject to a post-closing determination of the actual equity book value as of the closing date. The purchase price was paid in cash which was borrowed under Black Box’s Second Amended and Restated Credit Agreement, as amended. See Item 2.03 herein.

Item 2.03 Creation of a Direct Financial Obligation of a Registrant.

     The purchase price for the Acquisition was borrowed under Black Box’s Second Amended and Restated Credit Agreement, dated as of January 24, 2005, by and among Norstan, Inc., a Minnesota corporation (as successor to SF Acquisition Co.), Black Box Corporation of Pennsylvania, a Delaware corporation, Black Box, certain subsidiaries of Black Box which are guarantors, each of the “Lender” parties thereto (the “Lenders”) 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 thereunder, as amended by that First Amendment to the Second Amended and Restated Credit Agreement dated as of February 17, 2005 (the “First Amendment”), and as further amended by that Second Amendment to the Second Amended and Restated Credit Agreement dated as of March 28, 2006 (the “Second Amendment,” and, together with the Second Amended and Restated Credit Agreement and the First Amendment, the “Existing Credit Agreement”). Pursuant to the Second Amendment, the revolving credit commitments of the Lenders was increased from $240,000,000 to $310,000,000 and the maturity date of the Existing Credit Agreement was extended to March 28, 2011. Changes were also made to certain covenants contained in the Existing Credit Agreement. A copy of the Second Amendment is filed as Exhibit 2.2 hereto.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
2.1	Amendment to the Interest Purchase Agreement by and between Platinum Equity, LLC and Black Box Corporation dated as of April 30, 2006
2.2	Second Amendment to the Second Amended and Restated Credit Agreement dated as of March 28, 2006 by and among Norstan, Inc., Black Box Corporation of Pennsylvania, Black Box Corporation, certain subsidiaries of Black Box Corporation as guarantors, certain “Lender” parties thereto and Citizens Bank of Pennsylvania

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Black Box Corporation
Date: May 4, 2006	By:	/s/ Michael McAndrew
		Michael McAndrew
		Chief Financial Officer, Treasurer and Principal Accounting Officer

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Exhibit Index

Exhibit No.	Description
2.1	Amendment to the Interest Purchase Agreement by and between Platinum Equity, LLC and Black Box Corporation dated as of April 30, 2006
2.2	Second Amendment to the Second Amended and Restated Credit Agreement dated as of March 28, 2006 by and among Norstan, Inc., Black Box Corporation of Pennsylvania, Black Box Corporation, certain subsidiaries of Black Box Corporation as guarantors, certain “Lender” parties thereto and Citizens Bank of Pennsylvania

EX-2.1

Exhibit 2.1

EXECUTION COPY

AMENDMENT TO THE INTEREST PURCHASE AGREEMENT

          THIS AMENDMENT TO THE INTEREST PURCHASE AGREEMENT (this “Amendment”) is made this 30^th 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.”

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
By:	/s/ Michael McAndrew
	Michael McAndrew
	Vice President, Chief Financial Officer, Secretary and Treasurer

PLATINUM EQUITY, LLC
By:	/s/ Eva M. Kalawski
	Eva M. Kalawski
	Executive Vice President, General Counsel and Secretary

EX-2.2

Exhibit 2.2

SECOND AMENDMENT TO THE SECOND AMENDED
AND RESTATED CREDIT AGREEMENT

          THIS SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of March 28, 2006, 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”).

WITNESSETH:

          WHEREAS, SF Acquisition Co., a Minnesota corporation, BBCPA, the Parent, the Guarantors, the Agent and the “Lender” parties thereto, entered into that certain Second Amended and Restated Credit Agreement dated as of January 24, 2005 (the “Second Amended and Restated Credit Agreement”), pursuant to which the Lender parties to the Second Amended and Restated Credit Agreement made a revolving credit facility in the maximum aggregate amount of $240,000,000 available to Borrowers;

          WHEREAS, pursuant to Articles of Merger filed with the Secretary of State of Minnesota on January 25, 2005, Norstan merged with SF Acquisition Co.;

          WHEREAS, pursuant to the Joinder executed by Norstan on January 25, 2005, Norstan has succeeded to the interest of SF Acquisition Co. as a Borrower to the Second Amended and Restated Credit Agreement;

          WHEREAS, the Borrowers, the Parent, the Guarantors, the Agent and the “Lender” parties hereto, entered into that certain First Amendment to the Second Amended and Restated Credit Agreement dated as of February 17, 2005 (the “First Amendment” and together with the Second Amended and Restated Credit Agreement, the “Existing Credit Agreement”);

          WHEREAS, the parties to this Amendment, in their mutual interest, have agreed to amend the Second Amended and Restated Credit Agreement pursuant to the terms and conditions set forth herein to, among other things, increase the aggregate Revolving Credit Commitments of the Lenders to $310,000,000; and

          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:

     1. Defined Terms. All terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to them in the Second Amended and Restated Credit

Agreement. The Existing Credit Agreement and this Amendment are to be treated as one agreement and are together referred to hereafter as the “Credit Agreement”.

     2. Recitals. The recitals set forth above are fully incorporated into this Amendment by reference. All references to “Agent” shall refer to Agent in its capacity as agent for the Lenders and for the benefit of itself and the Lenders and on behalf of itself and the Lenders, as provided for and contemplated under the Loan Documents.

     3. Amendment of Certain Defined Terms.

          (a) The following terms contained in the Existing Credit Agreement are amended and restated as follows:

               (i) “Consolidated EBITDA” for any period, with respect to the Parent and its consolidated Subsidiaries, shall mean the sum of (a) Consolidated EBIT for such period, (b) depreciation expense for such period, (c) amortization expense for such period, and (d) restructuring and other non-recurring charges deducted from Consolidated EBIT during such period, in the case of this clause (d), up to the aggregate amount not in excess of (i) $25,000,000 for the fiscal periods commencing on the Closing Date and continuing through and including July 1, 2006 on account of restructuring charges, in connection with the Norstan Acquisition booked by the Parent during the period commencing on the Closing Date and continuing through and including July 2, 2005, (ii) $12,065,000 for amounts booked during the fiscal quarter ended March 31, 2005 and the fiscal quarter ended July 2, 2005, and (iii) $28,802,000 for pro-forma adjustments booked in connection with the Nextira Acquisition during the fiscal quarter in which the Nextira Acquisition occurs, provided that such amount shall be reduced by the amount of $7,200,500 for each fiscal quarter ending after the quarter in which the Nextira Acquisition occurs, and provided, further, if the Nextira Acquisition is not consummated on or prior to May 15, 2006, the amount of the pro-forma adjustments permitted pursuant to this subpart (d)(iii) shall be adjusted to reflect the most current information available to the Borrowers, all to the satisfaction of the Agent; all as determined on a consolidated basis in accordance with GAAP, plus non-cash charges to the extent included in determining Consolidated Net Income for which no future cash expenditure is reasonably anticipated.

               (ii) “Consolidated Leverage Ratio”, as of the last day of each fiscal quarter, shall mean the ratio of (a) the aggregate Indebtedness of the Parent and its consolidated Subsidiaries as of such day to (b) Consolidated EBITDA of the Parent and its consolidated Subsidiaries for the four most recently completed fiscal quarters ending on such day, considered as a single accounting period. If an Acquisition occurs during such period, the Consolidated Leverage Ratio shall be calculated on a pro forma basis as if the Acquisition had been made as of the first day of such period, provided that (i) Consolidated EBITDA of (A) the Parent and its existing consolidated Subsidiaries shall be calculated as set forth in the immediately preceding sentence, and (B) the Person that is the subject of the Acquisition shall be calculated either (1) for the four most recently completed fiscal quarters ending on such day, considered as a single accounting period, or (2) for the twelve month period ending on such day, considered as a single account period, whichever is available to the Borrowers and is most current, and (ii) the aggregate Indebtedness of the Parent and its consolidated Subsidiaries as of the date of determination of the Consolidated Leverage Ratio shall be calculated to include all Indebtedness

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of the Parent and its existing consolidated Subsidiaries and all Indebtedness incurred in connection with and after giving effect to the Acquisition (and including, on a pro forma basis, all Indebtedness to be incurred in connection with the Acquisition, to the extent not incurred on such date).

               (iii) “Revolving Credit Maturity Date” shall mean March 28, 2011.

          (b) The following terms shall be inserted in Section 1 of the Existing Credit Agreement in the appropriate alphabetical order:

               (i) “Nextira Acquisition” shall have the meaning given to that term in Section 11 of the Second Amendment.

               (ii) “Second Amendment” shall mean the Second Amendment to the Second Amended and Restated Credit Agreement by and among the Borrowers, the Parent, the Guarantors, the Agent and the Lenders dated as of the Second Amendment Date.

               (iii) “Second Amendment Date” shall mean March 28, 2006.

               (iv) “Second Amendment Fee Letter” shall mean the Agent’s Fee Letter between the Borrowers and the Agent dated the Second Amendment Date.

     4. Amendment of Section 2.01(e)(2). The first sentence of Section 2.01(e)(2) of the Existing Credit Agreement shall be amended and restated as follows:

     “Borrowers may seek at their option, upon at least ten (10) Business Days’ prior written notice to the Agent, to increase the Aggregate Commitment by an amount up to, but not exceeding, an additional Ninety Million Dollars ($90,000,000) over the Aggregate Commitment in effect on the Second Amendment Date; provided that any such increase in the Aggregate Commitment shall be, in an aggregate amount, for all of the Lenders, not less than Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000).

     5. Amendment of Section 6.01(e). Section 6.01(e) of the Existing Credit Agreement shall be amended and restated as follows:

     “(e) Acquisition Disclosure Certificate. The Loan Parties shall, within fifteen (15) days after the consummation of any Acquisition permitted by Section 7.11, deliver to Agent, with a copy for each Lender, a certificate in the form of Schedule 6.01(e), that is attached to and made part of the Second Amendment, disclosing all information regarding such acquired Person and the Acquisition as required thereon.”

     6. Amendment of Section 7.02. Section 7.02 of the Existing Credit Agreement shall be amended and restated as follows:

     “As of the last day of each fiscal quarter, the Consolidated Leverage Ratio shall not be greater than (i) 2.75 to 1.0 for each fiscal quarter ending after the Closing Date through and including December 31, 2006, or (ii) 2.50 to 1.0 for each fiscal quarter ending thereafter.”

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     7. Amendment of Section 7.08(d). Section 7.08(d) of the Existing Credit Agreement shall be amended and restated as follows:

     “So long as no Event of Default or Potential Default shall have occurred and be continuing or shall occur after giving effect thereto, investments in any Person other than a Loan Party or a Subsidiary of a Loan Party where (i) such Person is in the same or a similar line of business as any Loan Party or any Subsidiary of a Loan Party, (ii) such investment is in the form of an Acquisition and (iii) after giving effect to such investment the unused availability under the Revolving Credit Commitments, in the aggregate, is greater than $20,000,000, provided, that when the consideration payable in connection with any such Acquisition exceeds $50,000,000, such Acquisition shall require the consent of the Required Lenders;”

     8. Amendment of Annex A. Annex A entitled “Pricing Grid” attached to the Existing Credit Agreement shall be deleted in its entirety, and the Annex A entitled “Pricing Grid” attached to this Amendment shall be substituted in its stead.

     9. Amendment of Annex B. Annex B entitled “Commitment Schedule” attached to the Existing Credit Agreement shall be deleted in its entirety, and the Annex B entitled “Commitment Schedule” attached to this Amendment shall be substituted in its stead.

     10. Updated Schedules. Schedules 4.14 and 7.05 of the Existing Credit Agreement shall be deleted in their entirety and replaced by Schedules 4.14 and 7.05 attached to this Amendment, to reflect certain changes occurring between the Closing Date and the Second Amendment Date.

     11. Consent. The Lenders hereby acknowledge and agree that the Required Lenders have consented to the acquisition by the Borrowers or any of their Affiliates of NextiraOne, LLC, and NextiraOne Federal, LLC (and any of their respective Affiliates)(the “Nextira Acquisition”) upon the terms and conditions provided by the Borrowers to the Lenders.

     12. Amendment Fee. Borrowers shall pay to the Agent, for the account of the Lenders in accordance with their respective Revolving Credit Commitments, an amendment fee equal to five (5) basis points on the Aggregate Commitment after giving effect to this Amendment (the “Amendment Fee”).

     13. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

     14. Saving Clause. Except as specifically amended or modified by this Amendment, all parties to this Amendment hereby confirm and ratify the Existing Credit Agreement in its entirety, including without limitation, the Exhibits, Schedules and Annexes thereto and agree to be bound by the terms thereof.

     15. Fees and Expenses. The Borrower shall pay to the Agent on the Second Amendment Date (i) all costs and expenses (including reasonable attorneys fees) incurred by the Agent in connection with the negotiation, execution and delivery of this Amendment, and (ii) the

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fees provided for in the Second Amendment Fee Letter. This provision shall expressly survive the Maturity Date or earlier termination of the Credit Agreement.

     16. Conditions. The effectiveness of this Amendment and the obligations of the Agent and the Lenders hereunder shall be subject to the satisfaction of the conditions precedent set forth on Exhibit “A” attached to this Amendment.

     17. Authorization. Each individual signing this Amendment on behalf of a legal entity represents that such individual is an authorized representative of such legal entity.

[Signature pages begin on following page]

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SIGNATURE PAGE 1 OF 12 TO THE SECOND AMENDMENT TO THE SECOND
AMENDED AND RESTATED CREDIT AGREEMENT

          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
Title:	Secretary & Treasurer
NORSTAN, INC.
By:	/s/ Michael McAndrew
Title:	CFO, Secretary & Treasurer
Address for Notices: 1000 Park Drive Lawrence, PA 15055 Attn: Michael McAndrew Telephone: 724/873-6925 Telecopier: 724/873-6799
GUARANTORS:
BLACK BOX CORPORATION and each of the DOMESTIC SUBSIDIARIES listed on Annex C to the Existing Credit Agreement, as amended by this Amendment
By:	/s/ Michael McAndrew
Title:	Secretary
	of Black Box Corporation and of each of the Domestic Subsidiaries listed on Annex C to the Existing Credit Agreement
Address for Notices: 1000 Park Drive Lawrence, PA 15055 Attn: Michael McAndrew Telephone: 724/873-6925 Telecopier: 724/873-6799

SIGNATURE PAGE 2 OF 12 TO THE SECOND AMENDMENT TO THE SECOND
AMENDED AND RESTATED CREDIT AGREEMENT

AGENT:
CITIZENS BANK OF PENNSYLVANIA
By:	/s/ Debra L. McAllonis
Title:	Senior Vice President
Address for Notices: 29th Floor 525 William Penn Place Pittsburgh, PA 15219 Attn: Debra L. McAllonis Senior Vice President Telephone: 412/867-2421 Telecopier: 412/552-6307
BANKS:
CITIZENS BANK OF PENNSYLVANIA
By:	/s/ Debra L. McAllonis
Title:	Senior Vice President
Address for Notices: 29th Floor 525 William Penn Place Pittsburgh, PA 15219 Attn: Debra L. McAllonis Senior Vice President Telephone: 412/867-2421 Telecopier: 412/552-6307

SIGNATURE PAGE 3 OF 12 TO THE SECOND AMENDMENT TO THE SECOND
AMENDED AND RESTATED CREDIT AGREEMENT

WACHOVIA BANK, NATIONAL ASSOCIATION
By:	/s/ Patrick J. Kaufmann
Title:	Vice President
Address for Notices: 2240 Butler Pike, PA 5414 Plymouth Meeting, PA 19462 Attention: Patrick J. Kaufmann Telephone: 610/941-3308 Telecopier: 610/941-3129

SIGNATURE PAGE 4 OF 12 TO THE SECOND AMENDMENT TO THE SECOND
AMENDED AND RESTATED CREDIT AGREEMENT

BANK OF AMERICA, N.A., successor by merger to Fleet National Bank
By:	/s/ Kenneth G. Wood
Title:	Senior Vice President
Address for Notices: 4 Penn Center 1600 John F. Kennedy Blvd., Suite 1100 Philadelphia, PA 19103 Attn: Kenneth G. Wood Telephone: (267) 675-0209 Telecopier: (267) 675-0219

SIGNATURE PAGE 5 OF 12 TO THE SECOND AMENDMENT TO THE SECOND
AMENDED AND RESTATED CREDIT AGREEMENT

NATIONAL CITY BANK OF PENNSYLVANIA
By:	/s/ Emil Kwaczala
Title:	Vice President
Address for Notices: 20 Stanwix Street Pittsburgh, PA 15222-4802 Attn: Nancy L. Karlo Telephone: (412) 644-8120 Telecopier: (412) 471-4883

SIGNATURE PAGE 6 OF 12 TO THE SECOND AMENDMENT TO THE SECOND
AMENDED AND RESTATED CREDIT AGREEMENT

US BANK
By:	/s/ Patrick McGraw
Patrick McGraw Vice President
Address for Notices:
US Bank
1850 Osborne
Oshkosh, WI 54902
Attn: Connie Sweeney
Telephone: (920) 237-7604
Fax: (920) 237-7993

SIGNATURE PAGE 7 OF 12 TO THE SECOND AMENDMENT TO THE SECOND
AMENDED AND RESTATED CREDIT AGREEMENT

KEYBANK NATIONAL ASSOCIATION
By:	/s/ Dan Dimarco
Title:	Asst Vice President
Address for Notices: 127 Public Square, 6th Floor Cleveland, OH 44114 Attn: Jeff Kalinowski Telephone: (216) 689-8319 Fax: (216) 689-8329

SIGNATURE PAGE 8 OF 12 TO THE SECOND AMENDMENT TO THE SECOND
AMENDED AND RESTATED CREDIT AGREEMENT

MELLON BANK, N.A.
By:	/s/ Mark Johnston
Title:	First Vice President
Address for Notices: 45th Floor, One Mellon Center Room 4530 Pittsburgh, Pennsylvania 15258-0001 Attn: Daniel J. Lenckos Telephone: 412/234-0733 Telecopier: 412/236-1914

SIGNATURE PAGE 9 OF 12 TO THE SECOND AMENDMENT TO THE SECOND
AMENDED AND RESTATED CREDIT AGREEMENT

FIFTH THIRD BANK
By:	/s/ Jim Janovsky
Title:	Vice President
Address for Notices: Fifth Third Bank 707 Grant Street, 21st Floor Gulf Tower Pittsburgh, PA 15219
Attn: Jim Janovsky Telephone: (412) 291-5457 Telecopier: (412) 291-5477

SIGNATURE PAGE 10 OF 12 TO THE SECOND AMENDMENT TO THE SECOND
AMENDED AND RESTATED CREDIT AGREEMENT

COMERICA BANK
By:	/s/ Erica Krzeminski
Title:	Account Officer
Address for Notices: 500 Woodward Avenue, 9th Floor, MC 3279 Detroit, MI 48275-3279 Attn: Venus Moses, Customer Assistant Telephone: (313) 222-3319 Telecopier: (313) 222-3613

SIGNATURE PAGE 11 OF 12 TO THE SECOND AMENDMENT TO THE SECOND
AMENDED AND RESTATED CREDIT AGREEMENT

PEOPLE’S BANK
By:	/s/ George Paik
Title:	Vice President
Address for Notices: 850 Main Street RC 12-455 Bridgeport, Connecticut 06604 Attn: George Paik Telephone: 203/338-8563 Telecopier: 203/338-7766

SIGNATURE PAGE 12 OF 12 TO THE SECOND AMENDMENT TO THE SECOND
AMENDED AND RESTATED CREDIT AGREEMENT

PNC BANK, NATIONAL ASSOCIATION
By:	Hana M. Deiter /s/ Hana M. Deiter
Title:	Managing Director
Address for Notices: One PNC Plaza, 2nd Floor Pittsburgh, Pennsylvania 15222 Attn: Hana Deiter Telephone: 412/762-8865 Telecopier: 412/762-6484

ANNEX A To Credit Agreement

PRICING GRID

Applicable Tier	Applicable Margin						Commitment Fee Rate
	LIBOR Option			Base Rate Option
Tier I		.7500	%		0.00	%		.1500	%
Tier II		.875	%		0.00	%		.2000	%
Tier III		1.000	%		0.00	%		.2000	%
Tier IV		1.250	%		0.00	%		.2500	%

          As used in this Agreement, the term “Applicable Tier” means, on any date, whichever of Tier I, Tier II, Tier III or Tier IV applies on such date. Subject to the other provisions of this definition, on the Second Amendment Date through March 31, 2006 the Applicable Tier shall be Tier III. Thereafter, subject to the other provisions of this definition, (a) following the end of each fiscal quarter of the Parent, the Loan Parties shall prepare and deliver to the Agent in accordance with Section 6.01(d) a Quarterly Compliance Certificate, duly completed and signed by a Responsible Officer, computing which of the financial tests in the table set forth below the Loan Parties satisfy as of the last day of such fiscal quarter and (b) the Applicable Tier corresponding to such financial test shall take effect on the first day of the month following the month in which the Agent receives such Quarterly Compliance Certificate, and such Applicable Tier shall continue in effect until reset in accordance with this definition. If a Quarterly Compliance Certificate is not received by the Agent by the last day of the month in which it is required to be delivered under Section 6.01(d), then, without limiting any other rights and remedies of the Agent or any Lender, the Applicable Tier shall be deemed to be Tier IV for each day from and including the first day of the month in which such Quarterly Compliance Certificate was required to be delivered to and including the fifth day after the date on which such Quarterly Compliance Certificate is received by the Agent. Notwithstanding anything to the contrary in this definition, the Applicable Tier shall be deemed to be Tier IV in each day on which an Event of Default has occurred and is continuing.

     For purposes of the foregoing, the “Applicable Tier” shall be determined by using the following chart:

Applicable Tier	Consolidated Leverage Ratio
Tier I	Less than 1.00 to 1
Tier II	Less than 1.50 and greater than or equal to 1.00 to 1
Tier III	Less than 2.00 and greater than or equal to 1.50 to 1
Tier IV	Greater than or equal to 2.00 to 1

[END OF ANNEX A]

ANNEX B To Credit Agreement

COMMITMENT SCHEDULE

BANK	COMMITMENT
Citizens Bank of Pennsylvania	$	54,000,000
Wachovia Bank, National Association	$	45,000,000
Bank of America, N.A.	$	31,000,000
National City Bank of Pennsylvania	$	31,000,000
US Bank	$	31,000,000
Comerica Bank	$	23,250,000
Fifth Third Bank	$	23,250,000
Keybank National Association	$	23,250,000
PNC Bank, National Association	$	23,250,000
People’s Bank	$	12,500,000
Mellon Bank, N.A.	$	12,500,000
Aggregate Commitment	$	310,000,000