NORSTAN INC
EX-10.(G)1ST AMENDMENT TO 2ND AMENDED CREDIT AGMT.
<DOCUMENT>
<TYPE>EX-10.(G)
<SEQUENCE>3
<FILENAME>c78490exv10wxgy.txt
<DESCRIPTION>EX-10.(G)1ST AMENDMENT TO 2ND AMENDED CREDIT AGMT.
<TEXT>
<PAGE>
                                                                   EXHIBIT 10(g)

                        FIRST AMENDMENT TO SECOND AMENDED
                          AND RESTATED CREDIT AGREEMENT

      This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), made and entered into as of July 15, 2003, is by and between
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").

                                    RECITALS

      1. The Borrower, the Banks and the Agent entered into a Second Amended and
Restated Credit Agreement dated as of July 12, 2002 (the "Credit Agreement");
and

      2. The Borrower desires to amend certain provisions of the Credit
Agreement, and the Banks and the Agent have agreed to make such amendments,
subject to the terms and conditions set forth in this Amendment.

                                    AGREEMENT

      NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby covenant
and agree to be bound as follows:

      SECTION 1. CAPITALIZED TERMS. Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to them in the Credit
Agreement, unless the context shall otherwise require.

      SECTION 2. AMENDMENTS. The Credit Agreement is hereby amended as follows:

            2.1 DEFINITIONS. The definitions of "Applicable Margin," "Mandatory
      Debt Repayments" and "Revolving Commitment Amount" contained in Section
      1.1 of the Credit Agreement are amended to read in their entireties as
      follows:

            "Applicable Margin": For each Prime Rate Advance, for each
      Eurodollar Rate Advance (as in effect on the first day of the applicable
      Interest Period for such Eurodollar Rate Advance) and for each Unused
      Revolving Commitment Fee, the Applicable Margin set forth in the table
      below as in effect on the date of determination, determined based on the
      Cash Flow Leverage Ratio calculated as of the end of the most recent
      fiscal quarter of the Borrower (adjustment to the Applicable Margins to
      become effective on the first day of the first month following the date
      the Borrower is required to deliver its financial statements for the last
      month of any fiscal quarter under Section 5.1(c)):

<PAGE>


<Table>
<Caption>
                                                     Eurodollar Rate          Prime Rate          Unused Revolving
                 Cash Flow Leverage Ratio                Advances              Advances            Commitment Fees
                 ------------------------                --------              --------           ----------------
<S>                                                  <C>                      <C>                 <C>
                 Greater than 3.00 to 1.00                4.00%                  2.00%                 0.375%

                 Less than or equal to 3.00 to            3.50%                  1.50%                 0.375%
                 1.00 but greater than 2.25 to
                 1.00

                 Less than or equal to 2.25 to            3.00%                  1.00%                 0.375%
                 1.00 but greater than 1.75 to
                 1.00

                 Less than or equal to 1.75 to            2.50%                 0.500%                 0.375%
                 1.00 but greater than 1.50 to
                 1.00

                 Less than or equal to 1.50 to            2.00%                 0.000%                 0.250%
                 1.00
</Table>

          Notwithstanding the foregoing, (a) if the Borrower has not furnished
          the financial statements and reports required under Section 5.1(c)
          for the last month of any fiscal quarter by the time specified in such
          section, the Applicable Margins shall be calculated as if the Cash
          Flow Leverage Ratio as of the end of such fiscal quarter was greater
          than 3.00 to 1.00 for the period from the first day of the first month
          following the date the Borrower is required to deliver its financial
          statements for the last month of any fiscal quarter under Section
          5.1(c) until the first day of the month following the month in which
          such financial statements and reports are delivered and (b) until and
          including August 30, 2003, the Applicable Margin for Eurodollar Rate
          Advances shall be 2.50%, the Applicable Margin for Prime Rate Advances
          shall be 0.500% and the Applicable Margin for Unused Revolving
          Commitment Fees shall be 0.375%.

                   "Mandatory Debt Repayments": For any period of determination,
          the sum of all required principal payments upon all Indebtedness of
          the Borrower or any Subsidiary (including all payments, without
          duplication, with respect to Capitalized Lease Obligations of the
          Borrower and the Subsidiaries, but excluding payments upon
          Indebtedness existing on the date hereof secured by NFS Lease Accounts
          or Norstan Canada Lease Accounts and related leases, equipment and
          servicing arrangements).

                   "Revolving Commitment Amount": With respect to a Bank and as
          to any time period, the amount set opposite such Bank's name on
          Schedule 1.1B hereto (as such Schedule may from time to time be
          amended) as its Revolving Commitment Amount, but as the same may be
          from time to time increased or reduced as provided by Sections 2.6(e)
          or 2.8.


                                      -2-
<PAGE>


                   2.2 CONDITIONAL INCREASE OF REVOLVING COMMITMENTS. Section
          2.6(e) of the Credit Agreement is amended by deleting the second and
          third sentences thereof.

                   2.3 USE OF LOAN PROCEEDS. Section 2.15 of the Credit
          Agreement is amended by inserting the following immediately prior to
          the period at the end of the third sentence thereof:

                            ; provided, that the proceeds of the Revolving Loan
                   made on the effective date of the First Amendment to this
                   Agreement in an amount equal to the then outstanding
                   principal amount of the Term Loan shall be used to repay such
                   outstanding principal amount.

                   2.4 SALE AND LEASEBACK TRANSACTIONS. Section 6.2(c) of the
          Credit Agreement is deleted in its entirety and the following is
          substituted in lieu thereof:

                            (c) arrangements whereby the Borrower or a
                   Subsidiary sells or transfers any equipment, and thereafter
                   leases such equipment pursuant to a Capitalized Lease for the
                   same or a substantially similar purpose or purposes as the
                   equipment sold or transferred, so long as (i) the
                   Indebtedness under the related Capitalized Lease is permitted
                   by Section 6.10(d), and (ii) no Default or Event of Default
                   is then continuing or would arise therefrom; and,

                            (d) other sales or transfers of assets by the
                   Borrower or a Subsidiary so long as (i) such sales or
                   transfers do not exceed $1,000,000 in the aggregate in any
                   fiscal year and (ii) no Default or Event of Default is then
                   continuing or would arise therefrom.

                   2.5 PERMITTED LIENS. Section 6.11(g) of the Credit Agreement
          is deleted in its entirety and the following is substituted in lieu
          thereof:

                            (g) The interest of any lessor under any Capitalized
                   Lease entered into after the Closing Date, purchase money
                   Liens on property acquired after the Closing Date or Liens on
                   property refinanced after the Closing Date; provided, that,
                   (i) the Indebtedness secured thereby is otherwise permitted
                   by this Agreement and (ii) such Liens are limited to the
                   property acquired or refinanced and do not secure
                   Indebtedness other than the related Capitalized Lease
                   Obligations, the purchase price of such property (as to any
                   property acquired) or the fair market value of such property
                   (as to any property refinanced).

                   2.6 PERMITTED INVESTMENTS. Section 6.9 of the Credit
          Agreement is amended by deleting the text of subparagraph (p) thereof
          and by substituting in lieu thereof the text "[Reserved]" and by
          inserting the following new sentence at the end thereof:

                            Notwithstanding anything to the contrary in this
                   Agreement, from and after the date of the First Amendment
                   hereto, without the prior written consent of the Banks, the
                   Borrower shall not, and shall not permit any Subsidiary to,
                   consummate any Permitted Acquisition.


                                      -3-
<PAGE>


                   2.7 CAPITAL EXPENDITURES. Section 6.14 of the Credit
          Agreement is deleted in its entirety and the following is substituted
          in lieu thereof:

                            Section 6.14 CAPITAL EXPENDITURES. The Borrower will
                   not, and will not permit any Subsidiary to, make Capital
                   Expenditures in an amount exceeding, on a consolidated basis
                   in the following amounts for the following periods: (a)
                   $9,000,000 during the fiscal year ending on or about April
                   30, 2004 (of which amount, not more than $3,000,000 of
                   Capital Expenditures not financed with Indebtedness shall be
                   made during the first two fiscal quarters of the fiscal year
                   ending April 30, 2004) and (b) $12,000,000 during the fiscal
                   year ending on or about April 30, 2005.

                   2.8 TANGIBLE NET WORTH. Section 6.15 of the Credit Agreement
          is amended to read in its entirety as follows:

                            Section 6.15 Tangible Net Worth. The Borrower will
                   not permit the Tangible Net Worth to be less than:

                                     (i) as of the last day of any fiscal
                            quarter during the fiscal year ending April 30,
                            2004, $15,500,000; and

                                     (ii) as of the last day of any fiscal
                            quarter during the fiscal year ending April 30, 2005
                            and each fiscal year thereafter, the greater of (A)
                            the Tangible Net Worth required to be maintained
                            by the Borrower to be in compliance with this
                            Section 6.15 as of the last day of the preceding
                            fiscal year and (B) 95 percent (95%) of the
                            Borrower's Tangible Net Worth as at the last day of
                            the preceding fiscal year,

                   provided that, the minimum amount of Tangible Net Worth
                   required to be maintained pursuant to this Section shall be
                   automatically and permanently increased by the amount of the
                   Net Proceeds received by the Borrower in connection with the
                   issuance of any equity securities (excluding equity
                   securities issued pursuant to the Borrower's employee stock
                   option arrangements in the ordinary course of business) of
                   the Borrower from and after the Closing Date.

                   2.9 QUARTERLY EARNINGS. Section 6.16 of the Credit Agreement
          is amended to read in its entirety as follows:

                   Section 6.16 Quarterly Earnings. The Borrower shall not
          permit EBT to be less than $0.00 as of the last day of any fiscal
          quarter (commencing with the last day of the fiscal quarter ending on
          or about October 31, 2003), calculated on a cumulative basis for such
          fiscal quarter.

                   2.10 FIXED CHARGE COVERAGE RATIO. Section 6.17 of the Credit
          Agreement is amended to read in its entirety as follows:

                   Section 6.17 Fixed Charge Coverage Ratio. The Borrower will
          not permit the Fixed Charge Coverage Ratio to be less than (a) 1.00 to
          1.00 as of the last day of the


                                      -4-
<PAGE>


          Borrower's fiscal quarter ending on or about October 31, 2004 and (b)
          1.20 to 1.00 as of the last day of each other fiscal quarter of the
          Borrower.

                   2.11 CASH FLOW LEVERAGE RATIO. Section 6.18 of the Credit
          Agreement is amended to read in its entirety as follows:

                   Section 6.18 Cash Flow Leverage Ratio. The Borrower will not
          permit the Cash Flow Leverage Ratio at any time to be more than: (i)
          3.50 to 1.00 as of the last day of the Borrower's fiscal quarter
          ending on or about July 31, 2003, (ii) 4.00 to 1.00 as of the last day
          of the Borrower's fiscal quarter ending on or about October 31, 2003,
          (iii) 3.50 to 1.00 as of the last day of the Borrower's fiscal quarter
          ending on or about January 31, 2004, and (iv) 2.50 to 1.00 as of the
          last day of the Borrower's fiscal quarter ending on or about April 30,
          2004 and as of the last day of each of the Borrower's fiscal quarters
          ending thereafter.

                   2.12 NEW FORM OF REVOLVING NOTE. Exhibit B to the Credit
          Agreement is hereby amended to read as set forth on Exhibit A attached
          to this Amendment which is made a part of the Credit Agreement as
          Exhibit B thereto.

                   2.13 COMMITMENT SCHEDULE. Schedule 1.1B to the Credit
          Agreement is hereby amended to read as set forth on Exhibit B attached
          to this Amendment which is made a part of the Credit Agreement as
          Schedule 1.1B thereto.

                   SECTION 3. EFFECTIVENESS OF AMENDMENTS. The amendments
          contained in this Amendment shall become effective upon delivery by
          the Borrower of, and compliance by the Borrower with, the following:

                   3.1 This Amendment, duly executed by the Borrower.

                   3.2 Revolving Notes, in the form of Exhibit A attached to
          this Amendment, drawn to the order of each Bank in the amount of the
          highest Revolving Commitment Amount of such Bank and duly executed by
          the Borrower.

                   3.3 A Reaffirmation of Security Documents in the form of
          prescribed by the Agent, duly executed by each Guarantor.

                   3.4 Reaffirmation of Fleet Subordination and Standstill
          Agreement in the form prescribed by the Agent, duly executed by Fleet
          Business Credit.

                   3.5 The unpaid principal balance of the Term Loan shall be
          not greater than $3,000,000.

                   3.6 A copy of the resolutions of the Board of Directors of
          the Borrower and each Guarantor authorizing the execution, delivery
          and performance of this Amendment certified as true and accurate by
          its Secretary or Assistant Secretary, along with a certification by
          such Secretary or Assistant Secretary (i) certifying that there has
          been no amendment to the Articles of Incorporation or Bylaws of the
          Borrower or such Guarantor since true and accurate copies of the same
          were delivered to the Agent with a certificate


                                      -5-
<PAGE>


          of the Secretary of the Borrower or such Guarantor dated July 12,
          2002, and (ii) identifying each officer of the Borrower or such
          Guarantor authorized to execute this Amendment and any other
          instrument or agreement executed by the Borrower or such Guarantor in
          connection with this Amendment (collectively, the "Amendment
          Documents"), and certifying as to specimens of such officer's
          signature and such officer's incumbency in such offices as such
          officer holds.

                   3.7 Good standing certificates for the Borrower and each
          Guarantor in its jurisdiction of incorporation.

                   3.8 The Borrower shall have paid to the Agent for the ratable
          benefit of the Banks a non-refundable amendment fee of $60,000.

                   3.9 The Borrower shall have satisfied such other conditions
          as specified by the Agent, including payment of all unpaid legal fees
          and expenses incurred by the Banks and the Agent through the date of
          this Amendment in connection with the Credit Agreement and the
          Amendment Documents.

Upon the effectiveness of this Amendment, the Borrower hereby requests that each
Bank, and each Bank shall, make an additional Revolving Loan in an amount
sufficient to repay the unpaid balance of the Term Loans of such Bank
outstanding on such date. The Borrower acknowledges that (a) the repayment of
the Term Loans made pursuant to this Amendment may not be reborrowed and (b) the
Term Loans have been completely advanced by the Banks and the Borrower has no
right to request, and the Banks have no commitment to make, any additional Term
Loans.

                   SECTION 4. DEFAULTS AND WAIVERS.

                   4.1 EVENTS OF DEFAULT AND UNMATURED EVENTS OF DEFAULT. Under
          Section 6.16 of the Credit Agreement, the Borrower agreed not to
          permit EBT, calculated on a cumulative basis for the two preceding
          fiscal quarters, to be less than $0.00 as of the last day of any
          fiscal quarter (commencing with the last day of the fiscal quarter
          ending on or about October 31, 2002). The Borrower has advised the
          Agent that its EBT, as of April 30, 2003 was, and as of July 31, 2003
          will be, less than $0.00, in each case calculated on a cumulative
          basis for the two preceding fiscal quarters.

                   4.2 WAIVER. Upon the date on which this Amendment becomes
          effective, each Bank hereby waives the Borrower's Defaults and Events
          of Default described in the preceding Section 4.1 (the "Existing
          Defaults"). The waiver of the Existing Defaults set forth above is
          limited to the express terms thereof, and nothing herein shall be
          deemed a waiver by the Banks of any other term, condition,
          representation or covenant applicable to the Borrower under the Credit
          Agreement (including but not limited to any future occurrence similar
          to the Existing Defaults) or any of the other agreements, documents or
          instruments executed and delivered in connection therewith, or of the
          covenants described therein. The waivers set forth herein shall not
          constitute a waiver by the Banks of any other Default or Event of
          Default, if any, under the Credit Agreement, and shall not be, and
          shall not be deemed to be, a course of action with respect thereto
          upon which


                                      -6-
<PAGE>


          the Borrower may rely in the future, and the Borrower hereby expressly
          waives any claim to such effect.

                   SECTION 5. REPRESENTATIONS, WARRANTIES, AUTHORITY, NO ADVERSE
          CLAIM.

                   5.1 REASSERTION OF REPRESENTATIONS AND WARRANTIES, NO
          DEFAULT. The Borrower hereby represents that on and as of the date
          hereof and after giving effect to this Amendment (a) all of the
          representations and warranties contained in the Credit Agreement are
          true, correct and complete in all respects as of the date hereof as
          though made on and as of such date, except for changes permitted by
          the terms of the Credit Agreement, and (b) there will exist no Event
          of Default under the Credit Agreement as amended by this Amendment on
          such date which has not been waived by the Banks.

                   5.2 AUTHORITY, NO CONFLICT, NO CONSENT REQUIRED. The Borrower
          represents and warrants that the Borrower has the power and legal
          right and authority to enter into the Amendment Documents and has duly
          authorized as appropriate the execution and delivery of the Amendment
          Documents and other agreements and documents executed and delivered by
          the Borrower in connection herewith or therewith by proper corporate
          action, and none of the Amendment Documents nor the agreements
          contained herein or therein contravenes or constitutes a default under
          any agreement, instrument or indenture to which the Borrower is a
          party or a signatory or a provision of the Borrower's Articles of
          Incorporation, Bylaws or any other agreement or requirement of law, or
          result in the imposition of any Lien on any of its property under any
          agreement binding on or applicable to the Borrower or any of its
          property except, if any, in favor of the Banks and the Agent. The
          Borrower represents and warrants that no consent, approval or
          authorization of or registration or declaration with any Person,
          including but not limited to any governmental authority, is required
          in connection with the execution and delivery by the Borrower of the
          Amendment Documents or other agreements and documents executed and
          delivered by the Borrower in connection therewith or the performance
          of obligations of the Borrower therein described, except for those
          which the Borrower has obtained or provided and as to which the
          Borrower has delivered certified copies of documents evidencing each
          such action to the Agent

                   5.3 NO ADVERSE CLAIM. The Borrower warrants, acknowledges and
          agrees that no events have taken place and no circumstances exist at
          the date hereof which would give the Borrower a basis to assert a
          defense, offset or counterclaim to any claim of the Banks or the Agent
          with respect to the Obligations.

                   SECTION 6. AFFIRMATION OF CREDIT AGREEMENT, FURTHER
          REFERENCES, AFFIRMATION OF SECURITY INTEREST. The Banks, the Agent and
          the Borrower each acknowledge and affirm that the Credit Agreement, as
          hereby amended, is hereby ratified and confirmed in all respects and
          all terms, conditions and provisions of the Credit Agreement, except
          as amended by this Amendment, shall remain unmodified and in full
          force and effect. All references in any document or instrument to the
          Credit Agreement are hereby amended and shall refer to the Credit
          Agreement as amended by this Amendment. The Borrower confirms to the
          Banks and the Agent that the Obligations are and continue to be
          secured by the security interest granted by the Borrower in favor of
          the Agent and the Banks under the Security Documents to which it is a


                                      -7-
<PAGE>


party, and all of the terms, conditions, provisions, agreements, requirements,
promises, obligations, duties, covenants and representations of the Borrower
under such documents and any and all other documents and agreements entered into
with respect to the obligations under the Credit Agreement are incorporated
herein by reference and are hereby ratified and affirmed in all respects by the
Borrower.

          SECTION 7. MERGER AND INTEGRATION, SUPERSEDING EFFECT. This Amendment,
from and after the date hereof, embodies the entire agreement and understanding
between the parties hereto and supersedes and has merged into this Amendment all
prior oral and written agreements on the same subjects by and between the
parties hereto with the effect that this Amendment, shall control with respect
to the specific subjects hereof and thereof.

          SECTION 8. SEVERABILITY. Whenever possible, each provision of this
Amendment and the other Amendment Documents and any other statement, instrument
or transaction contemplated hereby or thereby or relating hereto or thereto
shall be interpreted in such manner as to be effective, valid and enforceable
under the applicable law of any jurisdiction, but, if any provision of this
Amendment, the other Amendment Documents or any other statement, instrument or
transaction contemplated hereby or thereby or relating hereto or thereto shall
be held to be prohibited, invalid or unenforceable under the applicable law,
such provision shall be ineffective in such jurisdiction only to the extent of
such prohibition, invalidity or unenforceability, without invalidating or
rendering unenforceable the remainder of such provision or the remaining
provisions of this Amendment, the other Amendment Documents or any other
statement, instrument or transaction contemplated hereby or thereby or relating
hereto or thereto in such jurisdiction, or affecting the effectiveness, validity
or enforceability of such provision in any other jurisdiction.

          SECTION 9. SUCCESSORS. The Amendment Documents shall be binding upon
the Borrower, the Agent and the Banks the Lender and their respective successors
and assigns, and shall inure to the benefit of the Borrower and the Lender and
the successors and assigns of the Lender.

          SECTION 10. LEGAL EXPENSES. As provided in Section 9.2 of the Credit
Agreement, the Borrower agrees to reimburse the Agent, upon execution of this
Amendment, for all reasonable out-of-pocket expenses (including attorney' fees
and legal expenses of Dorsey & Whitney LLP, counsel for the Agent) incurred in
connection with the Credit Agreement, including in connection with the
negotiation, preparation and execution of the Amendment Documents and all other
documents negotiated, prepared and executed in connection with the Amendment
Documents, and in enforcing the obligations of the Borrower under the Amendment
Documents, and to pay and save the Agent and the Banks harmless from all
liability for, any stamp or other taxes which may be payable with respect to the
execution or delivery of the Amendment Documents, which obligations of the
Borrower shall survive any termination of the Credit Agreement.

          SECTION 11. HEADINGS. The headings of various sections of this
Amendment have been inserted for reference only and shall not be deemed to be a
part of this Amendment.


                                      -8-
<PAGE>


          SECTION 12. COUNTERPARTS. The Amendment Documents may be executed in
several counterparts as deemed necessary or convenient, each of which, when so
executed, shall be deemed an original, provided that all such counterparts shall
be regarded as one and the same document, and either party to the Amendment
Documents may execute any such agreement by executing a counterpart of such
agreement.

          SECTION 13. GOVERNING LAW. THE AMENDMENT DOCUMENTS SHALL BE GOVERNED
BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO
CONFLICT OF LAW PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE
TO NATIONAL BANKS, THEIR HOLDING COMPANIES AND THEIR AFFILIATES.

          SECTION 14. GENERAL RELEASE. The Borrower hereby releases and
discharges the Agent and each Bank, and each of their officers, directors,
employees, agents and attorneys, from any and all claims, actions and
liabilities of any kind or nature that it or any one claiming through or under
the Borrower ever had or may now have, whether now known or hereafter
discovered, arising out of or in any way relating to: (i) any lending
relationship or loan commitment between the Agent, the Banks and the Borrower
prior to the date of this Amendment; (ii) the Loan Documents; or (iii) the
negotiations preceding the execution and delivery of this Amendment.


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date and year first above written.

                                      NORSTAN, INC.


                                      By:    /s/ Robert J. Vold
                                            ------------------------------------
                                      Title: Vice President and Controller
                                            ------------------------------------

                                      U.S. BANK NATIONAL ASSOCIATION,
                                      as Agent and as a Bank

                                      By:    /s/ Daniel J. Falstad
                                            ------------------------------------

                                      Title: Vice President
                                            ------------------------------------

                                      M & I MARSHALL & ILSLEY BANK

                                      By:    /s/ John Howard Jr.
                                            ------------------------------------

                                      Title: Senior Vice President
                                            ------------------------------------

                                      By:    /s/ Dean E. Davidson
                                            ------------------------------------

                                      Title: Vice President
                                            ------------------------------------


                                      S-1
<PAGE>

                                                                    EXHIBIT A TO
                                                              FIRST AMENDMENT TO
                                                              SECOND AMENDED AND
                                                       RESTATED CREDIT AGREEMENT

                       AMENDED AND RESTATED REVOLVING NOTE

$_____________                                               July 15, 2003
                                                          Minneapolis, Minnesota

         FOR VALUE RECEIVED, NORSTAN, INC., a Minnesota corporation, hereby
promises to pay to the order of _______________________________ (the "Bank") at
the main office of U. S. Bank National Association in Minneapolis, Minnesota, in
lawful money of the United States of America in Immediately Available Funds (as
such term and each other capitalized term used herein are defined in the Credit
Agreement hereinafter referred to) on the Termination Date the principal amount
of _________________________________ ($_____________), or, if less, the
aggregate unpaid principal amount of the Revolving Loans made by the Bank under
the Credit Agreement, and to pay interest (computed on the basis of actual days
elapsed and a year of 360 days) in like funds on the unpaid principal amount
hereof from time to time outstanding at the rates and times set forth in the
Credit Agreement.

         This note is one of the Revolving Notes referred to in the Amended and
Restated Credit Agreement dated concurrently herewith (as the same may hereafter
be from time to time amended, restated or otherwise modified, the "Credit
Agreement") among the undersigned, the Bank, the other banks named therein and
U.S. Bank National Association, as agent. This Note, together with the other
Revolving Notes, amends and restates, but does not constitute payment upon or a
novation of, the prior Revolving Note given by the undersigned in favor of the
Bank under the Credit Agreement. This note is secured, it is subject to certain
mandatory prepayments, and its maturity is subject to acceleration, in each case
upon the terms provided in said Credit Agreement.

         In the event of default hereunder, the undersigned agrees to pay all
costs and expenses of collection, including reasonable attorneys' fees. The
undersigned waives demand, presentment, notice of nonpayment, protest, notice of
protest and notice of dishonor.

         THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS NOTE SHALL BE
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA WITHOUT GIVING EFFECT TO
THE CONFLICT OF LAWS PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS OF
THE UNITED STATES APPLICABLE TO NATIONAL BANKS.

                                          NORSTAN, INC.

                                          By:
                                                --------------------------------
                                          Title:
                                                --------------------------------


                                      A-1
<PAGE>

                                                                    EXHIBIT B TO
                                                              FIRST AMENDMENT TO
                                    SECOND AMENDED AND RESTATED CREDIT AGREEMENT


                                  SCHEDULE 1.1B

                               LENDING COMMITMENTS

<Table>
<Caption>
------------------------------          ----------------          -----------------------
                                        Revolving                 Revolving
                                        Commitment                Commitment
                                        Amount until              Amount from January 31,
Bank                                    January 31, 2004          2004 and thereafter
------------------------------          ----------------          -----------------------
<S>                                     <C>                       <C>
U.S. Bank National Association             $16,000,000                 $15,000,000

M&I Marshall & Ilsley Bank                 $ 8,000,000                 $ 7,500,000

Totals                                     $24,000,000                 $22,500,000
                                           ===========                 ===========
</Table>


                                      B-1

</TEXT>
</DOCUMENT>
