Ex-5

EX-99.5 6 j1121301exv99w5.htm EXHIBIT 5 Ex-5

Exhibit 5

[CITIZENS BANK LOGO]

CONFIDENTIAL

November 19, 2004

Black Box Corporation of Pennsylvania

1000 Park Drive

Lawrence, PA 15055

Commitment Letter

Gentlemen:

You have advised Citizens Bank of Pennsylvania (“Citizens”) that Black Box Corporation of Pennsylvania (“Black Box”) wishes to acquire Norstan, Inc. through either a stock or asset acquisition or a business combination (“Norstan”) (the “Acquisition”). You have requested that Citizens extend or arrange for the extension of credit facilities in an aggregate amount of $240,000,000 (the “Facilities”), a portion of which would be used by Black Box for the Acquisition, the refinancing of certain outstanding debt obligations of Black Box, and the balance of which would be used by Black Box for general corporate purposes, including future acquisitions.

Citizens is pleased to advise you that, on the terms and subject to the conditions set forth or referred to herein and in the attached Summary of Terms and Conditions (which forms a part of this letter and is incorporated herein by reference), Citizens is willing to provide the full amount of the Facilities. Citizens is providing this letter with a view to syndicating participation in the Facilities to other financial institutions satisfactory to Citizens. Citizens will act as the Sole Lead Arranger, Sole Book Manager and Administrative Agent.

Citizens will not be obligated to enter into or make any loans or extend any credit under the Facilities unless and until all the conditions set forth, referred to, or incorporated herein, have been satisfied. The Facilities will be made available pursuant to loan agreements and related agreements and documents (collectively, the “Documentation”) in form and substance satisfactory to Citizens, which Documentation will reflect the terms and conditions set forth, referred to or incorporated herein and such additional representations, warranties, conditions, covenants and other terms and provisions as, in the opinion of Citizens and its counsel, is appropriate in this transaction.

Citizens intends, prior to and, if Citizens deems it necessary, after the execution and delivery of the Documentation, to syndicate part of its commitments to one or more lending institutions satisfactory to Citizens. Citizens desires to reduce its aggregate commitment to not greater than $50,000,000 through the syndication process. The commitment described in this letter is conditioned upon (a) absence of any disruption or adverse change in the financial or capital markets generally which Citizens, in its reasonable discretion, deems material in connection with the syndication of the Facilities, and (b) our satisfaction that prior to and during the syndication of the Facilities there shall be no competing offering, placement or arrangement of any debt securities or bank financing by or on behalf of the Borrower or any affiliate, the determination of which shall be made by Citizens in its sole discretion. The commitment described in this letter is further conditioned upon the agreement of Black Box that, in the event that syndication of the Facilities cannot be achieved in a manner satisfactory to Citizens,

including without limitation the reduction of Citizens’ aggregate commitment to not greater than $50,000,000, Citizens, in consultation with Black Box, will develop an alternative structure that will permit satisfactory syndication of the Facilities including, but not limited to, changing the structure, pricing, financial covenants and maturity; provided, that the amount of the Facilities shall be sufficient to provide the necessary funds to consummate the Acquisition, refinance existing debt of Black Box and provide for a sufficient level of working capital for Black Box, and, if the closing of the Facilities has occurred prior to the completion of such satisfactory syndication, Black Box will execute and deliver appropriate amendments to the Documentation to reflect such alternative structure.

Citizens shall be entitled to compensation as provided in the Term Sheet, and shall also be entitled to compensation as provided in the Origination Fee Letter and the Agent’s Fee Letter of even date herewith (the “Origination Fee Letter” and the “Agent’s Fee Letter”, respectively).

Whether or not the transactions contemplated hereby are closed, Black Box agrees to pay the reasonable out-of-pocket expenses of Citizens, including the reasonable fees and expenses of Klett Rooney Lieber & Schorling, as counsel for Citizens, as the Administrative Agent, and any local counsel and other experts engaged by Citizens, as Administrative Agent, in connection with the development of this letter, and the Agent’s Fee Letter, the Origination Fee Letter, the Documentation, and the Facilities contemplated hereby. Black Box further agrees to indemnify and hold harmless Citizens and its affiliates and each director, officer, employee and agent thereof (the “Indemnified Parties”), and each of them, from and against any and all losses, claims, damages, expenses or liabilities to which any thereof may become subject, insofar as such losses, claims, damages, expenses or liabilities (or actions, suits or proceedings, including any inquiry or investigation or claims in respect thereof) arise out of, in any way relate to, or result from a claim in respect of this letter, the Origination Fee Letter, the Agent’s Fee Letter, the transactions described herein or the financing contemplated hereby (whether or not any Indemnified Party is a party to any action or proceeding out of which any such losses, claims, damages, expenses or liabilities arise), and to reimburse the Indemnified Parties, upon demand, for any reasonable legal or other expenses incurred by any Indemnified Party in or in connection with investigating, preparing to defend, defending or otherwise participating in any such claim, action or proceeding related to any such loss, claim, damage or liability, except that Black Box shall not be obligated to indemnify, hold harmless or reimburse an Indemnified Party for any such losses, claims, damages, expenses or liabilities to the extent that the same resulted from the gross negligence or willful misconduct of the Indemnified Party seeking such indemnity.

Neither the contents nor the existence of this letter (including the Origination Fee Letter and the Agent’s Fee Letter) may be disclosed by Black Box to any third party, other than its legal counsel, orally or in writing until it has been accepted. Without limitation of other rights and remedies Citizens may have in the event of such disclosure, Black Box shall be deemed to have accepted and agreed to the provisions hereof, and the fees described in the Origination Fee Letter and the Agent’s Fee Letter shall be earned and payable in accordance with the Origination Fee Letter and the Agent’s Fee Letter. Citizens will not be responsible or liable to any person for any damages which may be alleged as a result of the existence or contents hereof.

In accordance with normal practice relating to syndication of facilities such as the Facilities, an information package containing relevant information about Black Box, the Acquisition and the proposed transaction will be provided to Citizens by or on behalf of Black Box at Black Box’s expense. Citizens acknowledges that such information is confidential and

may not be publicly disclosed. Citizens is hereby authorized to distribute such package and any and all other such information respecting Black Box, the Acquisition and the proposed Facilities as from time to time delivered to, or otherwise in the possession of, Citizens, to any such prospective syndicate members or participants, and is hereby also authorized to make further distribution of such information and materials following syndication, in each case provided that the recipient of such information is bound by a confidentiality agreement acceptable to Black Box. Black Box agrees that it will, at its expense, use all reasonable efforts to cooperate with such syndication effort; without limitation, Black Box shall cause appropriate officers, representatives and experts of Black Box and Norstan to meet with prospective syndicate members or participants from time to time as reasonably requested by Citizens.

You acknowledge and agree that Citizens may share with its affiliates and its counsel any information relating to the Facilities, Black Box, the Acquisition and its subsidiaries. You further acknowledge and agree to the disclosure by Citizens of information relating to the Facilities to Gold Sheets, and other similar bank trade publications, with such information to consist of deal terms and other information customarily found in such publications, provided, however, that Citizens shall not make any such disclosure without obtaining your prior consent with respect to the information to be disclosed.

The commitment represented by this letter will terminate at 5:00 p.m. (local time in Pittsburgh, Pennsylvania) on November 22, 2004, unless Citizens, as Administrative Agent, has received prior to that time Black Box’s written acceptance or unless this letter has been deemed accepted pursuant to the terms hereof. If this letter is accepted or deemed accepted on or before its expiration in accordance with the preceding sentence, such commitment will nonetheless terminate at 5:00 p.m. (local time in Pittsburgh, Pennsylvania) on February 25, 2005 unless definitive Documentation, satisfactory in form and substance to Citizens, shall have been entered into and closing thereunder shall have occurred on or prior to such time.

The parties understand and agree that Black Box, by accepting this letter, is under no obligation to consummate the financing proposed hereby.

This letter may be executed by the parties hereof on one or more counterparts, each of which shall be an original and all of which together shall constitute one and the same agreement. No person other than Black Box and Citizens shall be entitled to the benefit hereof or to rely hereon (except for the Indemnified Parties, who shall be entitled to the benefit hereof to the extent set forth above).

If you are in agreement with the foregoing, please sign where indicated below and return the enclosed copy of this letter, the Origination Fee Letter, and the Agent’s Fee Letter to Citizens, as Administrative Agent. Upon receipt of such copy hereof, duly signed by Black Box, the undertakings of Citizens and Black Box hereunder shall become effective to the extent and in the manner provided herein. This Commitment Letter shall be governed by the laws of the Commonwealth of Pennsylvania.

We welcome this opportunity to assist you in connection with this potential transaction and look forward to working with you in an attempt to accomplish its successful conclusion.

Very truly yours,

CITIZENS BANK OF PENNSYLVANIA

By:  Debra McAllonis



       Debra L. McAllonis

       Senior Vice President

The foregoing is hereby accepted and agreed as of this 20 day of November 2004.

BLACK BOX CORPORATION OF PENNSYLVANIA

By:  Michael McAndrew

      Michael McAndrew

      Title:  CFO