EX-10.12






Exhibit
10.12




GUARANTY AND SURETYSHIP AGREEMENT




     THIS GUARANTY AND SURETYSHIP AGREEMENT (this “Agreement”) dated as of the 30th day
of January, 2008, made by the Guarantors identified as such on the signature page hereof (each a
“Guarantor” and collectively “Guarantors”), to the lenders parties to the Credit Agreement (as
defined below) from time to time (the “Lenders”) and CITIZENS BANK OF PENNSYLVANIA, a banking
association organized under the laws of the Commonwealth of Pennsylvania, as agent for the Lenders
(in such capacity, together with its successors in such capacity, the “Agent”).



WITNESSETH:




     WHEREAS, certain of the Guarantors, Black Box Corporation of Pennsylvania, a Delaware
corporation (“BBCPA”), Norstan, Inc., a Minnesota corporation (“Norstan”), Black Box Corporation, a
Delaware corporation (the “Parent”), certain of the Lenders and the Agent entered into that certain
Second Amended and Restated Credit Agreement dated as of January 24, 2005, as amended (the
“Existing Credit Agreement”), pursuant to which the Lenders made a revolving credit facility
available to BBCPA and Norstan;



     WHEREAS, in connection with the Existing Credit Agreement, certain of the Guarantors executed
and delivered to the Lenders and the Agent that certain Guaranty and Suretyship Agreement dated as
of January 24, 2005 (the “Existing Guaranty”);



     WHEREAS, Guarantors, BBCPA, Norstan (Norstan, collectively with BBCPA, the “Borrowers”), the
Parent, the Lenders and the Agent are parties to a Third Amended and Restated Credit Agreement,
dated as of January 30, 2008 (as amended, the “Credit Agreement”) which amends and restates the
Existing Credit Agreement; and



     WHEREAS, the Guarantors will derive substantial direct and indirect benefit from the
transactions contemplated by the Credit Agreement; and



     WHEREAS, it is a condition precedent to the extension of credit under the Credit Agreement
that the Guarantors execute and deliver this Agreement; and



     WHEREAS, this Agreement, among other things, is made by the Guarantors to induce the Lenders
to enter into the Loan Documents (as defined in the Credit Agreement) and to induce the Lenders to
extend credit under the Credit Agreement;



     WHEREAS, this Agreement amends and restates the Existing Guaranty.



     NOW, THEREFORE, in consideration of the premises and other good and valuable consideration,
the receipt of which is hereby acknowledged by each Guarantor, and intending to be legally bound,
each Guarantor hereby agrees as follows:



 









 





ARTICLE I.

DEFINITIONS




     1.1 Definitions.



          (a) Certain Definitions. Capitalized terms not otherwise defined herein shall have the
meanings given in the Credit Agreement. In addition to the other terms defined elsewhere in this
Agreement, as used herein the following terms shall have the following meanings:




          “Guaranteed Obligations” shall mean all obligations from time to time of the
Borrowers, collectively or individually, to the Agent or any Lender under or in connection
with any Loan Document, including all obligations to pay principal, interest, fees,
indemnities or other amounts under such Loan Documents, in each case whether such
obligations are direct or indirect, secured or unsecured, joint or several, absolute or
contingent, due or to become due, whether for payment or performance, now existing or
hereafter arising (including interest and other obligations arising or accruing after the
commencement of any bankruptcy, insolvency, reorganization, dissolution or similar
proceeding with respect to the Borrowers or any other Person, or which would have arisen or
accrued but for the commencement of such proceeding, even if such obligation or the claim
therefor is not enforceable or allowable in such proceeding).



ARTICLE II.

GUARANTY AND SURETYSHIP




     2.1 Guaranty and Suretyship. Each Guarantor hereby jointly and severally absolutely,
unconditionally and irrevocably guarantees and becomes surety for the full and punctual payment and
performance of the Guaranteed Obligations as and when such payment or performance shall become due
(at scheduled maturity, by acceleration or otherwise) in accordance with the terms of the Loan
Documents. This Agreement is an agreement of suretyship as well as of guaranty, is a guarantee of
payment and performance and not merely of collectibility, and is in no way conditioned upon any
attempt to collect from or proceed against the Borrowers or any other Person or any other event or
circumstance. The obligations of the Guarantors under this Agreement are direct and primary
obligations of each Guarantor and are independent of the Guaranteed Obligations, and a separate
action or actions may be brought against any Guarantor regardless of whether action is brought
against the Borrowers or any other Person or whether the Borrowers or any other Person is joined in
any such action or actions.



     2.2 Obligations Absolute. Each Guarantor agrees that the Guaranteed Obligations will
be paid and performed strictly in accordance with the terms of the Loan Documents, regardless of
any law, regulation or order now or hereafter in effect in any jurisdiction affecting the
Guaranteed Obligations, any of the terms of the Loan Documents or the rights of the Agent or any
Lender or any other Person with respect thereto. The obligations of the Guarantors under this
Agreement shall be absolute, unconditional and irrevocable, irrespective of any of the following:



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          (a) any lack of legality, validity, enforceability, allowability (in a bankruptcy, insolvency,
reorganization, dissolution or similar proceeding, or otherwise), or any avoidance or
subordination, in whole or in part, of any Loan Document or any of the Guaranteed Obligations;




          (b) any change in the amount, nature, time, place or manner of payment or performance of, or
in any other term of, any of the Guaranteed Obligations (whether or not such change is contemplated
by the Loan Documents as presently constituted, and specifically including any increase in the
Guaranteed Obligations, whether resulting from the extension of additional credit to the Borrowers
or otherwise), any execution of any additional Loan Documents, or any amendment or waiver of or any
consent to departure from any Loan Document;




          (c) any taking, exchange, release, impairment or nonperfection of any collateral, or any
taking, release, impairment or amendment or waiver of or consent to departure from any other
guaranty or other direct or indirect security for any of the Guaranteed Obligations;




          (d) any manner of application of collateral or other direct or indirect security for any of
the Guaranteed Obligations, or proceeds thereof, to any of the Guaranteed Obligations, or any
commercially reasonable manner of sale or other disposition of any collateral for any of the
Guaranteed Obligations or any other assets of the Borrowers;




          (e) any permanent impairment by any Lender or any other Person of any recourse of the
Guarantor against the Borrowers or any other Person, or any other permanent impairment by any
Lender or any other Person of the suretyship status of the Guarantor;




          (f) any bankruptcy, insolvency, reorganization, dissolution or similar proceedings with
respect to, or any change, restructuring or termination of the corporate structure or existence of,
the Borrowers, any Guarantor or any other Person; or




          (g) any failure of any Lender or any other Person to disclose to any Guarantor any information
pertaining to the business, operations, condition (financial or other) or prospects of the
Borrowers or any other Person, or to give any other notice, disclosure or demand.




     2.3 Waivers, etc. Each Guarantor hereby irrevocably waives any defense to or
limitation on its obligations under this Agreement arising out of or based upon any matter referred
to in Section 2.2 and, without limiting the generality of the foregoing, any requirement of
promptness, diligence or notice of acceptance, any other notice, disclosure or demand with respect
to any of the Guaranteed Obligations and this Agreement, any requirement of acceptance hereof,
reliance hereon or knowledge hereof by the Agent or any Lender, and any requirement that the Agent
or any Lender protect, secure, perfect or insure any lien or any property subject thereto or
exhaust any right or take any action against the Borrowers or any other Person or any collateral or
other direct or indirect security for any of the Guaranteed Obligations. Notwithstanding the
foregoing sentence, each Guarantor’s waiver under this Section 2.3 shall apply only to each
Guarantor’s obligations hereunder and shall not limit or waive any of such Guarantor’s rights or
obligations as a borrower under the Credit Agreement or any subrogation rights.



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     2.4 Reinstatement. This Agreement shall continue to be effective, or be automatically
reinstated, as the case may be, if at any time payment of any of the Guaranteed Obligations is
avoided, rescinded or must otherwise be returned by the Agent or any Lender for any reason, all as
though such payment had not been made.



     2.5 No Stay. Without limiting the generality of any other provision of this
Agreement, if any acceleration of the time for payment or performance of any Guaranteed Obligation,
or any condition to any such acceleration, shall at any time be stayed, enjoined or prevented for
any reason (including stay or injunction resulting from the pendency against the Borrowers or any
other Person of a bankruptcy, insolvency, reorganization, dissolution or similar proceeding), each
Guarantor agrees that, for purposes of this Agreement and its obligations hereunder, at the option
of the Agent such Guaranteed Obligation shall be deemed to have been accelerated and such condition
to acceleration shall be deemed to have been met.



     2.6 Payments. All payments to be made by the Guarantors pursuant to this Agreement
shall be made at the times and in the manner prescribed for payments in Articles II and III of the
Credit Agreement, without setoff, counterclaim, withholding or other deduction of any nature. All
payments made by the Guarantors pursuant to this Agreement may be applied to the Guaranteed
Obligations and all other amounts payable under this Agreement in such order as the Agent may
elect.



     2.7 Subrogation. Etc. Any rights which any Guarantor may have or acquire by way of
subrogation, reimbursement, restitution, exoneration, contribution or indemnity, and any similar
rights (whether arising by operation of law, by agreement or otherwise), against the Borrowers
arising from the existence, payment, performance or enforcement of any of the obligations of any
Guarantor under or in connection with this Agreement, shall be subordinate in right of payment to
the Guaranteed Obligations, and the Guarantors shall not exercise any such rights until all
Guaranteed Obligations and all other obligations under this Agreement have been paid in cash or
such other manner as may be acceptable to the Agent and performed in full and all commitments to
extend credit under, and all Letters of Credit issued under, the Loan Documents shall have
terminated. If, notwithstanding the foregoing, any amount shall be received by any Guarantor on
account of any such rights at any time prior to the time at which all Guaranteed Obligations and
all other obligations under this Agreement shall have been paid in cash or such other manner as may
be acceptable to the Agent and performed in full and all commitments to extend credit under, and
all Letters of Credit issued under, the Loan Documents shall have terminated, such amount shall be
held by such Guarantor in trust for the benefit of the Lenders, segregated from other funds held by
such Guarantor, and shall be forthwith delivered to Agent for the benefit of the Lenders in the
exact form received by such Guarantor (with any necessary endorsement), to be applied to the
Guaranteed Obligations, whether matured or unmatured, in such order as the Agent may elect, or to
be held by the Agent as security for the Guaranteed Obligations and disposed of by the Agent in any
lawful manner, all as the Agent may elect.



     2.8 Continuing Agreement. This Agreement is a continuing guaranty and shall continue
in full force and effect until all Guaranteed Obligations and all other amounts payable under this
Agreement have been paid in cash or such other manner as may be acceptable to the Agent and
performed in full, and all commitments to extend credit under, and all Letters of Credit issued
under, the Loan Documents have terminated, subject in any event to reinstatement in accordance



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with Section 2.4. Without limiting the generality of the foregoing, each Guarantor hereby
irrevocably waives any right to terminate or revoke this Agreement.




     2.9 Limitation on Obligations. Notwithstanding any other provision hereof, to the
extent that mandatory and nonwaivable provisions of applicable Law pertaining to fraudulent
transfer or fraudulent conveyance otherwise would render the full amount of the obligations of the
Guarantors under this Agreement avoidable, invalid or unenforceable, the obligations of each
Guarantor under this Agreement shall be limited to the maximum amount which does not result in such
avoidability, invalidity or unenforceability. In any action, suit or proceeding pertaining to this
Agreement, the burden of proof, by clear and convincing evidence, shall be on the Person claiming
that this Section 2.9 applies to limit any obligation of any Guarantor under this Agreement, or
claiming that any obligation of any Guarantor under this Agreement is avoidable, invalid or
unenforceable, as to each element of such claim.



ARTICLE III.

REPRESENTATIONS AND WARRANTIES




     Each Guarantor hereby jointly and severally represents and warrants to the Agent and the
Lenders as follows:



     3.1 Credit Agreement. The provisions of Article IV of the Credit Agreement are hereby
incorporated by reference (together with all related definitions and cross references). Each
Guarantor hereby jointly and severally represents and warrants to the Agent and the Lenders as
provided therein.



     3.2 Representations and Warranties Remade at Each Extension of Credit. Each request
(including any deemed request) by the Borrowers for any extension of credit under any Loan Document
shall be deemed to constitute a representation and warranty by the Guarantors to the Agent and the
Lenders that the representations and warranties made by the Guarantors in this Article III are true
and correct on and as of the date of such request with the same effect as though made on and as of
such date. Failure by the Agent to receive notice from any Guarantor to the contrary before the
Lenders make any extension of credit under any Loan Document shall constitute a further
representation and warranty by the Guarantors to the Agent and the Lenders that the representations
and warranties made by the Guarantors in this Article III are true and correct on and as of the
date of such extension of credit with the same effect as though made on and as of such date.



ARTICLE IV.

COVENANTS




     4.1 Covenants Generally. Reference is hereby made to the provisions of Articles VI
and VII of the Credit Agreement (together with all related definitions and cross references). To
the extent such provisions impose upon the Borrowers a duty to cause any Guarantor (or a Subsidiary
of each Guarantor) to do or refrain from doing certain acts or things or to meet or refrain from
meeting certain conditions, each Guarantor shall (or shall cause such Subsidiary of such Guarantor
to, as the case may be) do or refrain from doing such acts or things, or meet or refrain from
meeting such conditions, as the case may be.



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ARTICLE V.

MISCELLANEOUS




     5.1 Amendments, etc. No amendment to or waiver of any provision of this Agreement,
and no consent to any departure by any Guarantor herefrom, shall in any event be effective unless
in a writing manually signed by or on behalf of each Lender and each Guarantor; provided that this
Agreement may be terminated and any Guarantor or Guarantors may be released herefrom with the
written consent of the Required Lenders in connection with the sale or other disposition of all of
the capital stock of and other equity interests in such Guarantor to a Person or Persons other than
the Borrowers or a Subsidiary of the Borrowers, which sale or other disposition is in compliance
with the Credit Agreement and the Loan Documents. Any such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.



     5.2 No Implied Waiver: Remedies Cumulative. No delay or failure of the Agent or any
Lender in exercising any right or remedy under this Agreement shall operate as a waiver thereof;
nor shall any single or partial exercise of any such right or remedy preclude any other or further
exercise thereof or the exercise of any other right or remedy. The rights and remedies of the Agent
and the Lenders under this Agreement are cumulative and not exclusive of any other rights or
remedies available hereunder, under any other agreement, at law, or otherwise.



     5.3 Notices. Except to the extent, if any, otherwise expressly provided herein, all
notices and other communications (collectively, “notices”) under this Agreement shall be in writing
and shall be sent in the manner provided in Section 10.05 of the Credit Agreement. All notices
shall be sent to the address specified in the Credit Agreement for the applicable party, or, in any
case, to such other address as shall have been designated by the applicable party by notice to the
other party hereto. Any properly given notice shall be effective as provided in Section 10.05 of
the Credit Agreement. The Agent and the Lenders may rely on any notice (whether or not made in a
manner contemplated by this Agreement) purportedly made by or on behalf of a Guarantor, and Agent
and the Lenders shall have no duty to verify the identity or authority of the Person giving such
notice.



     5.4 Expenses. Each Guarantor agrees to pay upon demand all reasonable expenses
(including reasonable fees and expenses of counsel) which the Agent or any Lender may incur from
time to time arising from or relating to the administration of, or exercise, enforcement or
preservation of rights or remedies under, this Agreement, other than costs and expenses incurred by
the Agent or any Lender, respectively, in connection with any litigation which results in a final,
non-appealable judgment against the Agent or such Lender.



     5.5 Entire Agreement. This Agreement constitutes the entire agreement of the parties
hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous
understandings and agreements.



     5.6 Survival. All representations and warranties of the Guarantors contained in or
made in connection with this Agreement shall survive, and shall not be waived by, the execution and
delivery of this Agreement, any investigation by or knowledge of the Agent or any Lender, any
extension of credit, or any other event or circumstance whatever.



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     5.7 Counterparts. This Agreement may be executed in any number of counterparts,
including facsimile counterparts, each of which shall be deemed an original, and all such
counterparts shall constitute but one and the same agreement.



     5.8 Setoff. In the event that any obligation of any Guarantor now or hereafter
existing under this Agreement or any other Loan Document shall have become due and payable, after
an Event of Default under the Loan Documents has occurred, each Lender shall have the right from
time to time, without notice to such Guarantor, to set off against and apply to such due and
payable amount any obligation of any nature of each Lender to the Guarantor, including all deposits
(whether time or demand, general or special, provisionally or finally credited, however evidenced)
now or hereafter maintained by such Guarantor with such Lender. Such right shall be absolute and
unconditional in all circumstances and, without limitation, shall exist whether such obligation to
such Guarantor is absolute or contingent, matured or unmatured (it being agreed that each Lender
may deem such obligation to be then due and payable at the time of such setoff), regardless of the
offices or branches through which the parties are acting with respect to the offset obligations,
regardless of whether the offset obligations are denominated in the same or different currencies,
and regardless of the existence or adequacy of any other direct or indirect security or any other
right or remedy available to such Lender. Nothing in this Agreement or any other Loan Document
shall be deemed a waiver of or restriction on any right of setoff or banker’s lien available to any
Lender under this Section 5.8, at law or otherwise. Each Guarantor hereby agrees that any affiliate
of any Lender, and any holder of a participation in any Guaranteed Obligations of any Guarantor
under this Agreement, shall have the same rights of setoff as each Lender as provided in this
Section 5.8 (regardless of whether such affiliate or participant otherwise would be deemed a
creditor of such Guarantor).



     5.9 Construction. In this Agreement, unless the context otherwise clearly requires,
references to the plural include the singular, the singular the plural, and the part the whole; the
neuter case includes the masculine and feminine cases; and “or” is not exclusive. In this
Agreement, any references to property (or similar terms) include any interest in such property (or
other item referred to); “include,” “includes,” “including” and similar terms are not limiting; and
“hereof,” “herein,” “hereunder” and similar terms refer to this Agreement as a whole and not to any
particular provision; Section and other headings in this Agreement, and any table of contents
herein, are for reference purposes only and shall not affect the interpretation of this Agreement
in any respect. Section and other references in this Agreement are to this Agreement unless
otherwise specified. This Agreement has been fully negotiated between the applicable parties, each
party having the benefit of legal counsel, and accordingly neither any doctrine of construction of
guaranties or suretyships in favor of the guarantor or surety, nor any doctrine of construction of
ambiguities against the party controlling the drafting, shall apply to this Agreement.



     5.10 Successors and Assigns. This Agreement shall be binding upon each Guarantor, its
successors and assigns, and shall inure to the benefit of and be enforceable by the Agent, the
Lenders and their respective successors and assigns. Without limitation of the foregoing, the Agent
or any Lender (and any successive assignee or transferee) from time to time may assign or otherwise
transfer all or any portion of its rights or obligations under the Loan Documents (including all or
any portion of any commitment to extend credit), or any Guaranteed Obligations, to any other
Person, and such Guaranteed Obligations (including any Guaranteed



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Obligations resulting from extension of credit by such other Person under or in connection
with the Loan Documents) shall be and remain Guaranteed Obligations entitled to the benefit of this
Agreement, and to the extent of its interest in such Guaranteed Obligations such other Person shall
be vested with all the benefits in respect thereof granted to the Agent or any Lender, as the case
may be, in this Agreement or otherwise.




     5.11 Certain Legal Matters.



          (a) Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Pennsylvania, exclusive of choice of law principles.




          (b) Submission to Jurisdiction and Venue: Consent to Service of Process: Waiver of Jury
Trial: Etc. Each Guarantor hereby irrevocably and unconditionally:





     (i) agrees that any action, suit or proceeding by any Person arising from or
relating to this Agreement or any other Loan Document or any statement, course of
conduct, act, omission or event in connection with any of the foregoing
(collectively, “Related Litigation”) may be brought in any state or federal court of
competent jurisdiction sitting in Allegheny County, Pennsylvania, submits to the
jurisdiction of such courts, and agrees not to bring any Related Litigation in any
other forum (but nothing herein shall affect the right of the Agent or any Lender to
bring any Related Litigation in any other forum);




     (ii) acknowledges that such courts will be the most convenient forum for any
Related Litigation, waives any objection to the laying of venue of any Related
Litigation brought in any such court, waives any claim that any Related Litigation
brought in any such court has been brought in an inconvenient forum, and waives any
right to object, with respect to any Related Litigation, that such court does not
have jurisdiction over it;




     (iii) consents and agrees to service of any summons, complaint or other legal
process in any Related Litigation by registered or certified U.S. mail, postage
prepaid, to it at the address for notices described in this Agreement, and consents
and agrees that such service shall constitute in every respect valid and effective
service (but nothing herein shall affect the validity or effectiveness of process
served in any other manner permitted by law); and




     (iv) waives the right to trial by jury in any Related Litigation.



          (c) Limitation of Liability. No claim may be made by any Guarantor against the Agent
or any Lender or any affiliate, director, officer, employee, attorney or agent of the Agent or any
Lender for any special, indirect, consequential or punitive damages in respect of any claim arising
from or relating to this Agreement or any other Loan Document or any statement, course of conduct,
act, omission or event in connection with any of the foregoing (whether based on breach of
contract, tort or any other theory of liability); and each Guarantor hereby waives, releases and
agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not
known or suspected to exist.




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     5.12 Amendment and Restatement. The Existing Guaranty is hereby amended and restated
in its entirety as provided in this Agreement.



     Each Guarantor acknowledges that it has been represented by legal counsel in connection with
the execution and delivery of this Agreement and that it understands the provisions of this
Agreement.



[SIGNATURE ON FOLLOWING PAGE]




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SIGNATURE PAGE 1 OF 1 TO SUBSIDIARY GUARANTY




     IN WITNESS WHEREOF, each Guarantor has executed and delivered this Agreement as of the date
first above written.



	 	 	 	 	 
	 	GUARANTORS:



Each of the GUARANTORS listed in Schedule I 

attached hereto and made part hereof.

 	 
	 	By:  	/s/ Michael McAndrew
 	 
	 	 	Name:  	Michael McAndrew 	 
	 	 	Title:  	Secretary	 
	 	 	
of each of the GUARANTORS listed on 

Schedule I hereto 



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Schedule I




GUARANTORS




ADS Telecom, Inc.

Advanced Communications Corporation

Advanced Network Technologies, Inc.

American Telephone Wiring Company

Atimco Network Services, Inc.

B & C Telephone, Inc.

BB Technologies, Inc.

BBox Holding Company

Black Box Network and Electrical Services, Inc.

Black Box Network Services, Inc. — Government Solutions

Cable Consultants, Incorporated

Comm Line, Inc.

Communication Contractors, Inc.

Data Communications 2000, Inc.

Datel Communications, Inc.

Delaney Telecom, Inc.

DESIGNet, Inc.

FBS Communications, L.P.

Integrated Cabling Systems, Inc.

Jet Line Communications, Inc.

K & A Communications, Inc.

Koncepts Communications of L.I., Corp.

Michael Electric, Inc.

Midwest Communications Technologies, Inc.

Midwest Electronics and Communications, Inc.

Milgo Holdings Canada, LLC

NextiraOne California L.P.

NextiraOne Federal, LLC

NextiraOne New York, LLC

NextiraOne, LLC

Norstan Canada Inc.

Norstan Communications, Inc.

Norstan Financial Services, Inc.

Norstan International, Inc.

Nortech Telecommunications Inc.

Nu-Vision Technologies, Inc.

Nu-Vision Technologies, LLC

NXO Installation, LLC

R & D Services, Inc.

Teldata Corporation

Telefuture Communications Ltd.

Todd Communications, Inc.

U.S. Premise Networking Services, Inc.

Vibes Technologies, Inc.





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