December 20, 2002 BEI TECHNOLOGIES, INC. BEI SENSORS & SYSTEMS COMPANY, INC. c/o BEI Technologies, Inc. One Post Street, Suite 2500 San Francisco, California 94104 Attention: Robert R. Corr/Mark Deibert Re: Second Amendment to Note Purchase Agreement...Note Purchase Agreement • December 23rd, 2002 • Bei Technologies Inc • Industrial instruments for measurement, display, and control
EXHIBIT 2.1 DISTRIBUTION AGREEMENT TABLE OF CONTENTSDistribution Agreement • September 23rd, 1997 • Bei Technologies Inc • Industrial instruments for measurement, display, and control • California
EXHIBIT 10.4 EXECUTION VERSION CREDIT AGREEMENT DATED AS OF SEPTEMBER 27, 1997Credit Agreement • September 23rd, 1997 • Bei Technologies Inc • Industrial instruments for measurement, display, and control • California
RECITALSSupply Agreement • May 14th, 2004 • Bei Technologies Inc • Industrial instruments for measurement, display, and control • Michigan
BEI TECHNOLOGIES, INC., ISSUER AND [TRUSTEE], TRUSTEE INDENTUREIndenture • February 3rd, 2005 • Bei Technologies Inc • Industrial instruments for measurement, display, and control • New York
LOAN AGREEMENT THIS LOAN AGREEMENT ("Agreement") is made and entered into as of August 14, 2002 by and between BEI TECHNOLOGIES, INC, a Delaware corporation ("BEI"), BEI SENSORS & SYSTEMS COMPANY, INC., a Delaware corporation ("BEISEN") (BEI and...Loan Agreement • December 23rd, 2002 • Bei Technologies Inc • Industrial instruments for measurement, display, and control • California
EXHIBIT 2.2 CORPORATE SERVICES AGREEMENT CORPORATE SERVICES AGREEMENT ("AGREEMENT") dated as of ___________, 19____ between BEI Technologies, Inc., a Delaware corporation ("Technologies") and BEI Electronics, Inc., a Delaware corporation...Corporate Services Agreement • September 12th, 1997 • Bei Technologies Inc • Industrial instruments for measurement, display, and control • California
THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of March 1, 2002, by and between BEI TECHNOLOGIES, INC., a Delaware corporation ("BEI"), and BEI SENSORS & SYSTEMS COMPANY, INC., a...Credit Agreement • May 13th, 2002 • Bei Technologies Inc • Industrial instruments for measurement, display, and control
RECITALSTrademark Assignment Agreement • September 23rd, 1997 • Bei Technologies Inc • Industrial instruments for measurement, display, and control • California
RECITALSCredit Agreement • February 13th, 2001 • Bei Technologies Inc • Industrial instruments for measurement, display, and control
FIRST AMENDMENT TO TAX ALLOCATION AND INDEMNITY AGREEMENT This First Amendment to Tax Allocation and Indemnity Agreement is entered into this 15th day of December 1998, by and between BEI Electronics, Inc., a Delaware corporation ("Electronics"), and...Tax Allocation and Indemnity Agreement • December 29th, 1998 • Bei Technologies Inc • Industrial instruments for measurement, display, and control
EXHIBIT 2.5 TECHNOLOGY TRANSFER AND LICENSE AGREEMENTTechnology Transfer and License Agreement • September 23rd, 1997 • Bei Technologies Inc • Industrial instruments for measurement, display, and control • California
ANDRights Agreement • September 23rd, 1997 • Bei Technologies Inc • Industrial instruments for measurement, display, and control • Delaware
NONCOMPETITION AGREEMENTNoncompetition Agreement • August 3rd, 2005 • Bei Technologies Inc • Industrial instruments for measurement, display, and control • Delaware
THIS NONCOMPETITION AGREEMENT ("Noncompetition Agreement") is being entered into as of July 21, 2005, by and among SCHNEIDER ELECTRIC SA, a societé anonyme organized under the laws of the Republic of France ("Parent"), BEI TECHNOLOGIES, INC., a Delaware corporation (the "Company") and ("Stockholder").
SCHNEIDER ELECTRIC LETTERHEAD]Confidentiality Agreement • August 3rd, 2005 • Bei Technologies Inc • Industrial instruments for measurement, display, and control • New York
In order to facilitate the consideration and negotiation of a possible negotiated transaction involving Schneider Electric SA (the "Recipient") and BEI Technologies, Inc. (the "Company"), the Recipient has requested access to certain non-public information regarding the Company and its subsidiaries. This letter agreement sets forth the Recipient's obligations regarding the use and disclosure of such information and regarding various related matters.
Re: $13,440,000 7.23% Series A Senior Notes Due October 1, 2000 and $8,960,000 7.23% Series B Senior Notes Due November 15, 2000 of BEI TECHNOLOGIES, INC.Assumption Agreement • September 23rd, 1997 • Bei Technologies Inc • Industrial instruments for measurement, display, and control • Illinois
ARTICLE I EMPLOYMENT BY COMPANYExecutive Change in Control Benefits Agreement • September 12th, 1997 • Bei Technologies Inc • Industrial instruments for measurement, display, and control • California
This Agreement Regarding Certain Representations and Covenants (the "Agreement") is entered into the ___ day of _______, 1997, by and between BEI ELECTRONICS, Inc., a Delaware corporation ("ELECTRONICS"), and BEI Technologies, Inc., a Delaware...Agreement Regarding Certain Representations and Covenants • September 12th, 1997 • Bei Technologies Inc • Industrial instruments for measurement, display, and control
AGREEMENT AND PLAN OF MERGERMerger Agreement • July 27th, 2005 • Bei Technologies Inc • Industrial instruments for measurement, display, and control • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of July 21, 2005, by and among: SCHNEIDER ELECTRIC SA, a societé anonyme organized under the laws of the Republic of France (“Parent”); BEACON PURCHASER CORPORATION, a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Acquisition Sub”); and BEI TECHNOLOGIES, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
FORDevelopment and Supply Agreement • August 14th, 2001 • Bei Technologies Inc • Industrial instruments for measurement, display, and control • Michigan
BEI TECHNOLOGIES, INC. BEI SENSORS & SYSTEMS COMPANY, INC. One Post Street, Suite 2500 San Francisco, California 94104 6.70% Senior Notes due November 16, 2005 November 16, 1998 TO EACH OF THE PURCHASERS LISTED IN THE ATTACHED SCHEDULE A: Ladies and...Senior Notes Agreement • December 29th, 1998 • Bei Technologies Inc • Industrial instruments for measurement, display, and control • New York
AMENDMENT TO RIGHTS AGREEMENT BETWEEN BEI TECHNOLOGIES, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANYRights Agreement • July 27th, 2005 • Bei Technologies Inc • Industrial instruments for measurement, display, and control • Delaware
THIS AMENDMENT TO RIGHTS AGREEMENT (the “Amendment”) is made as of the 21st day of July, 2005, by and between BEI TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York banking corporation (the “Rights Agent”).
THIRD AMENDMENT TO LOAN AGREEMENTLoan Agreement • December 16th, 2004 • Bei Technologies Inc • Industrial instruments for measurement, display, and control
THIS THIRD AMENDMENT TO LOAN AGREEMENT (“Amendment”) is made effective as of October 8, 2004, between BEI TECHNOLOGIES, INC., a Delaware corporation, BEI SENSORS & SYSTEMS COMPANY, INC., a Delaware corporation (each a “Borrower” and, collectively the “Borrowers”), and UNION BANK OF CALIFORNIA, N.A. (“Bank”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2004 • Bei Technologies Inc • Industrial instruments for measurement, display, and control • California
THIS EMPLOYMENT AGREEMENT (the” Agreement”), dated as of October 1, 1992, is between BEI Electronics, Inc. (“BEI” or the “Company”), and Asad M. Madni, (“Employee”).
BEI Technologies, Inc. Letterhead] September 21, 2005Merger Agreement • September 22nd, 2005 • Bei Technologies Inc • Industrial instruments for measurement, display, and control
As you know, BEI Technologies, Inc. (the "Company") has entered into an Agreement and Plan of Merger, dated as of July 21, 2005 (the "Merger Agreement") with Schneider Electric, SA ("Schneider") and Beacon Purchaser Corporation, an indirect wholly-owned subsidiary of Schneider ("Acquisition Sub"). Pursuant to the Merger Agreement, Acquisition Sub has commenced a tender offer (the "Offer") for all of the issued and outstanding shares of the Company's common stock at a price of $35 per share in cash. Following the acquisition by Acquisition Sub of the Company's common stock tendered pursuant to the Offer, Acquisition Sub will be merged with and into the Company (the "Merger"), with the Company surviving the Merger as an indirect wholly-owned subsidiary of Schneider. In connection with the Merger, all remaining shares of the Company's common stock will be converted into the right to receive $35 per share in cash, which will be paid to holders of those shares shortly after the close of the
AGREEMENT OF SUBSTITUTION AND AMENDMENT OF COMMON SHARES RIGHTS AGREEMENTCommon Shares Rights Agreement • February 10th, 2005 • Bei Technologies Inc • Industrial instruments for measurement, display, and control
This Agreement of Substitution and Amendment is entered into as of December 22, 2004, by and between BEI Technologies, Inc., a Delaware corporation (the “Company”) and American Stock Transfer & Trust Company, a New York banking corporation (“AST”).
BEI Technologies, Inc. Letterhead] September 21, 2005Merger Agreement • September 22nd, 2005 • Bei Technologies Inc • Industrial instruments for measurement, display, and control
As you know, BEI Technologies, Inc. (the "Company") has entered into an Agreement and Plan of Merger, dated as of July 21, 2005 (the "Merger Agreement") with Schneider Electric, SA ("Schneider") and Beacon Purchaser Corporation, an indirect wholly-owned subsidiary of Schneider ("Acquisition Sub"). Pursuant to the Merger Agreement, Acquisition Sub has commenced a tender offer (the "Offer") for all of the issued and outstanding shares of the Company's common stock at a price of $35 per share in cash. Following the acquisition by Acquisition Sub of the Company's common stock tendered pursuant to the Offer, Acquisition Sub will be merged with and into the Company (the "Merger"), with the Company surviving the Merger as an indirect wholly-owned subsidiary of Schneider. In connection with the Merger, all remaining shares of the Company's common stock will be converted into the right to receive $35 per share in cash, which will be paid to holders of those shares shortly after the close of the
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • July 27th, 2005 • Bei Technologies Inc • Industrial instruments for measurement, display, and control • Delaware
CREDIT AGREEMENT THIS AGREEMENT is entered into as of December 15, 1998, by and between BEI TECHNOLOGIES, INC., a Delaware corporation ("BEI"), and BEI SENSORS & SYSTEMS COMPANY, INC., a Delaware corporation (individually and collectively,...Credit Agreement • December 29th, 1998 • Bei Technologies Inc • Industrial instruments for measurement, display, and control • California
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • July 27th, 2005 • Bei Technologies Inc • Industrial instruments for measurement, display, and control • Delaware
