Norstan Inc Sample Contracts

BY AND AMONG
Stock Purchase Agreement • October 8th, 1997 • Norstan Inc • Services-telephone interconnect systems • Minnesota
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RECITALS
Credit Agreement • August 15th, 2000 • Norstan Inc • Services-telephone interconnect systems • Minnesota
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Credit Agreement • July 30th, 2001 • Norstan Inc • Services-telephone interconnect systems • Minnesota
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Credit Agreement • September 15th, 1998 • Norstan Inc • Services-telephone interconnect systems • Minnesota
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Credit Agreement • July 25th, 2003 • Norstan Inc • Services-telephone interconnect systems • Minnesota
BY AND AMONG
Stock Purchase Agreement • July 29th, 2002 • Norstan Inc • Services-telephone interconnect systems • Minnesota
EXHIBIT 99.1
Joint Filing Agreement • 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.

L E A S E
Lease • July 29th, 1998 • Norstan Inc • Services-telephone interconnect systems
CREDIT AGREEMENT
Credit Agreement • December 16th, 1997 • Norstan Inc • Services-telephone interconnect systems • Minnesota
EXHIBIT 10(k) SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • July 29th, 2002 • Norstan Inc • Services-telephone interconnect systems • Minnesota
UNDERWRITING AGREEMENT
Underwriting Agreement • July 29th, 1998 • Norstan Inc • Services-telephone interconnect systems • New York
RECITALS
Credit Agreement • July 30th, 2001 • Norstan Inc • Services-telephone interconnect systems • Minnesota
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RECITALS
Credit Agreement • July 30th, 2001 • Norstan Inc • Services-telephone interconnect systems • Minnesota
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Credit Agreement • July 30th, 2001 • Norstan Inc • Services-telephone interconnect systems • Minnesota
NORSTAN, INC. and
Rights Agreement • April 1st, 1998 • Norstan Inc • Services-telephone interconnect systems • Minnesota
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Credit Agreement • December 15th, 1998 • Norstan Inc • Services-telephone interconnect systems • Minnesota
SEVERANCE AGREEMENT
Severance 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.

AGREEMENT AND PLAN OF MERGER Dated as of December 20, 2004 BY AND AMONG BLACK BOX CORPORATION, SF ACQUISITION CO. AND NORSTAN, INC.
Merger Agreement • 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 AGREEMENT
Stock 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 AGREEMENT
Tender 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 AGREEMENT
Loan 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

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