BY AND AMONGStock Purchase Agreement • October 8th, 1997 • Norstan Inc • Services-telephone interconnect systems • Minnesota
CONSULTING AGREEMENT THIS AGREEMENT, made as of September 1, 1998, by and between RICHARD COHEN, of Minneapolis, Minnesota ("Consultant") and NORSTAN, INC., a Minnesota corporation (the "Company"), W I T N E S S E T H: WHEREAS, Consultant has been...Consulting Agreement • July 28th, 1999 • Norstan Inc • Services-telephone interconnect systems • Minnesota
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, made effective as of the 1st day of December, 1999, by and between RICHARD COHEN of Edina, Minnesota ("Executive") and NORSTAN, INC., a Minnesota corporation (the "Company"), W I T N E S S E T H:...Employment Agreement • August 15th, 2000 • Norstan Inc • Services-telephone interconnect systems • Minnesota
RECITALSCredit Agreement • July 30th, 2001 • Norstan Inc • Services-telephone interconnect systems • Minnesota
EXHIBIT 4.1 SECOND AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT THIS SECOND AMENDMENT, dated as of March 23, 2001, to the Amended and Restated Rights Agreement, dated as of April 1, 1998, and as amended by that certain First Amendment to Amended...Rights Agreement • March 29th, 2001 • Norstan Inc • Services-telephone interconnect systems
RECITALSCredit Agreement • July 25th, 2003 • Norstan Inc • Services-telephone interconnect systems • Minnesota
EXHIBIT 10(I) STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement") is entered into effective as of April 30, 2001 (the "Effective Date") by and among Norstan, Inc., a corporation organized under the laws of the State of Minnesota...Stock Purchase Agreement • July 30th, 2001 • Norstan Inc • Services-telephone interconnect systems • Minnesota
EXHIBIT 10(d) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, made effective as of the 8th day of February, 2004, by and between Scott G. Christian ("Executive") and NORSTAN, INC., a Minnesota corporation (the "Company"), W I T N E S S E T H: WHEREAS,...Employment Agreement • July 29th, 2004 • Norstan Inc • Services-telephone interconnect systems • Minnesota
EXHIBIT 10(i) SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is entered into as of July 21, 2004 among NORSTAN COMMUNICATIONS INC., a Minnesota corporation ("Communications...Loan and Security Agreement • July 29th, 2004 • Norstan Inc • Services-telephone interconnect systems
RECITALSCredit Agreement • September 15th, 1998 • Norstan Inc • Services-telephone interconnect systems • Minnesota
UNDERWRITING AGREEMENTUnderwriting Agreement • July 29th, 1998 • Norstan Inc • Services-telephone interconnect systems • New York
BY AND AMONG NORSTAN COMMUNICATIONS INC. AND VIBES TECHNOLOGIES, INC. AS BORROWERS, NORSTAN, INC. NORSTAN FINANCIAL SERVICES INC. NORSTAN CANADA INC. AND NORSTAN INTERNATIONAL, INC.Loan and Security Agreement • December 16th, 2003 • Norstan Inc • Services-telephone interconnect systems • Illinois
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, made effective as of the 30th day of April, 1997, by and between David R. Richard ("Executive") and NORSTAN, INC., a Minnesota corporation (the "Company"), W I T N E S S E T H: WHEREAS, the Company will...Employment Agreement • July 29th, 1997 • Norstan Inc • Services-telephone interconnect systems • Minnesota
BY AND AMONGStock Purchase Agreement • July 29th, 2002 • Norstan Inc • Services-telephone interconnect systems • Minnesota
EXHIBIT 10(h) FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is entered into as of June 11, 2004, but effective as of April 30, 2004, among NORSTAN COMMUNICATIONS INC., a Minnesota...Loan and Security Agreement • July 29th, 2004 • Norstan Inc • Services-telephone interconnect systems
RECITALSCredit Agreement • July 30th, 2001 • Norstan Inc • Services-telephone interconnect systems • Minnesota
RECITALSCredit Agreement • August 15th, 2000 • Norstan Inc • Services-telephone interconnect systems • Minnesota
EXHIBIT 10(F) CONSULTING AGREEMENT THIS AGREEMENT, made as of February 1, 2001, by and between PAUL BASZUCKI, of Minneapolis, Minnesota ("Consultant") and NORSTAN, INC., a Minnesota corporation (the "Company"), W I T N E S S E T H: WHEREAS, Consultant...Consulting Agreement • July 29th, 2004 • Norstan Inc • Services-telephone interconnect systems • Minnesota
CREDIT AGREEMENTCredit Agreement • December 16th, 1997 • Norstan Inc • Services-telephone interconnect systems • Minnesota
L E A S ENorstan Inc • July 29th, 1998 • Services-telephone interconnect systems
EXHIBIT 99.1Agreement Regarding Joint Filing Under • January 14th, 2005 • Norstan Inc • Services-telephone interconnect systems
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees to the filing on behalf of each of a Statement on Schedule 13G, and all amendments thereto, with respect to the shares of Common Stock of Norstan, Inc.
EXHIBIT (d)(2) STOCK OPTION AGREEMENT ----------------------------------------- --------------------------------------- OPTIONEE: GRANT DATE: NUMBER OF OPTION SHARES: EXPIRATION DATE: EXERCISE PRICE PER SHARE: ----------------------------...Stock Option Agreement • December 17th, 2001 • Norstan Inc • Services-telephone interconnect systems
EXHIBIT 10(k) SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 29th, 2002 • Norstan Inc • Services-telephone interconnect systems • Minnesota
RECITALSCredit Agreement • July 30th, 2001 • Norstan Inc • Services-telephone interconnect systems • Minnesota
FIRST AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT FIRST AMENDMENT, dated as of February 28, 1999, to the Amended and Restated Rights Agreement, dated as of April 1, 1998 (the "Rights Agreement"), between Norstan, Inc., a Minnesota corporation...Rights Agreement • April 21st, 1999 • Norstan Inc • Services-telephone interconnect systems
SEVERANCE AGREEMENTSeverance Agreement • January 24th, 2005 • Norstan Inc • Services-telephone interconnect systems • Minnesota
THIS SEVERANCE AGREEMENT (the “Agreement”) is made and entered into this 24th day of January, 2005, by and between Robert J. Vold (“Employee”) and Black Box Corporation, a Delaware corporation (the “Corporation”), and is effective as set forth in Section 17 hereof.
NORSTAN LOGO] STOCK OPTION AGREEMENT ------------------------------------------ -------------------------------------- OPTIONEE: GRANT DATE: NUMBER OF OPTION SHARES: EXPIRATION DATE: EXERCISE PRICE PER SHARE: ----------------------------...Stock Option Agreement • September 24th, 2001 • Norstan Inc • Services-telephone interconnect systems
AGREEMENT AND PLAN OF MERGER Dated as of December 20, 2004 BY AND AMONG BLACK BOX CORPORATION, SF ACQUISITION CO. AND NORSTAN, INC.Agreement and Plan of Merger • December 30th, 2004 • Norstan Inc • Services-telephone interconnect systems • Pennsylvania
This Agreement and Plan of Merger (the “Agreement”) is made and entered into on this 20th day of December, 2004, by and among Norstan, Inc., a Minnesota corporation (the “Company”), Black Box Corporation, a Delaware corporation (“Parent”), and SF Acquisition Co., a Minnesota corporation and wholly owned subsidiary of Parent (“Acquisition Co.”).
STOCK OPTION AGREEMENTStock Option Agreement • December 30th, 2004 • Norstan Inc • Services-telephone interconnect systems • Pennsylvania
This Stock Option Agreement is made and entered into as of December 20, 2004, by and among Black Box Corporation, a Delaware corporation (“Parent”), SF Acquisition Co., a Minnesota corporation and a wholly-owned subsidiary of Parent (“Acquisition Co.”), and Norstan, Inc., a Minnesota corporation (the “Company”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 24, 2005 by and among BLACK BOX CORPORATION OF PENNSYLVANIA and SF ACQUISITION CO., as Borrowers, THE GUARANTORS PARTIES HERETO FROM TIME TO TIME, THE LENDERS PARTIES HERETO FROM TIME TO...Credit Agreement • January 26th, 2005 • Norstan Inc • Services-telephone interconnect systems • Pennsylvania
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of January 24, 2005, by and among BLACK BOX CORPORATION OF PENNSYLVANIA, a Delaware corporation (“BBCPA”), and SF ACQUISITION CO., a Minnesota corporation (“SF Acquisition” — BBCPA and SF Acquisition 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”).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • December 30th, 2004 • Norstan Inc • Services-telephone interconnect systems • Pennsylvania
This TENDER AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 20, 2004, by and among Black Box Corporation, a Delaware corporation (the “Parent”), SF Acquisition Co., a Minnesota corporation and a direct wholly-owned subsidiary of Parent (the “Acquisition Co.”), and certain shareholders and the executive officers and directors of Norstan, Inc., a Minnesota corporation (the “Company”), each of which is identified on Schedule A attached hereto (each a “Shareholder” and, collectively, the “Shareholders”).
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 14th, 2004 • Norstan Inc • Services-telephone interconnect systems
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of October 29, 2004 among NORSTAN COMMUNICATIONS INC., a Minnesota corporation (“Communications (US)”), VIBES TECHNOLOGIES, INC., a Minnesota corporation (“Vibes”; Communications (US) and Vibes are referred to hereinafter each individually as “Borrower”, and collectively, as “Borrowers”), NORSTAN, INC., a Minnesota corporation (“Parent”), NORSTAN FINANCIAL SERVICES INC., a Minnesota corporation (“Norstan Financial”), NORSTAN CANADA INC., a Minnesota corporation (“Canada Holdings”), NORSTAN INTERNATIONAL, INC., a Minnesota corporation (“UK Holdings”) and NORSTAN CANADA LTD., an Ontario corporation (“Communications (Canada)”; Parent, Norstan Financial, Canada Holdings, Norstan International, UK Holdings and Communications (Canada) are referred to hereinafter each individually as a “ Credit Party”, and individually and collectively, jointly and severally, as the “Credit Parties”) and WELLS FARGO FOOT
December 23, 2004Norstan Inc • December 23rd, 2004 • Services-telephone interconnect systems
We are pleased to inform you that on December 20, 2004, Norstan, Inc. (“Norstan”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Black Box Corporation (“Black Box”), a Delaware corporation, and Black Box’s wholly owned subsidiary, SF Acquisition Co., a Minnesota corporation (“Purchaser”).
CREDIT AGREEMENT BY AND AMONG NORSTAN, INC. U.S. BANK NATIONAL ASSOCIATION HARRIS TRUST AND SAVINGS BANK M&I MARSHALL & ILSLEY BANK WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATIONCredit Agreement • March 13th, 2001 • Norstan Inc • Services-telephone interconnect systems • Minnesota
THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 20, 2000, is by and among NORSTAN, INC., a Minnesota corporation (the “Borrower”), the banks which are signatories hereto (individually, a “Bank” and, collectively, the “Banks”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, one of the Banks, as agent for the Banks (in such capacity, the “Agent”).
Prepared by MERRILL CORPORATION www.edgaradvantage.com QuickLinks -- Click here to rapidly navigate through this document Execution Copy EIGHTH AMENDMENT TO CREDIT AGREEMENT THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT is dated as of January 24, 2000...Credit Agreement • March 14th, 2000 • Norstan Inc • Services-telephone interconnect systems • Minnesota
