1 EXHIBIT (99.1) STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT (the "Agreement"), dated as of October 1, 1998, by and between Arrow Electronics, Inc., a New York corporation ("Arrow"), and Bell Industries, Inc., a California corporation (the...Stock Option Agreement • October 14th, 1998 • Bell Industries Inc /New/ • Wholesale-electronic parts & equipment, nec • New York
BY AND AMONGEmployment Agreement • December 5th, 1996 • Bell Industries Inc • Wholesale-electronic parts & equipment, nec • New York
RECITALSCredit Agreement • March 10th, 1998 • Bell Industries Inc /New/ • Wholesale-electronic parts & equipment, nec • California
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of November 26, 1996, by and between Steven Sokoloff (the "Executive"), Milgray Electronics, Inc., a New York corporation (the "Company"), and Bell Industries,...Employment Agreement • December 4th, 1996 • Bell Industries Inc • Wholesale-electronic parts & equipment, nec • New York
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of November 26, 1996, by and between Herbert S. Davidson (the "Executive") and Bell Industries, Inc., a California corporation (the "Company"), to be effective as...Employment Agreement • December 4th, 1996 • Bell Industries Inc • Wholesale-electronic parts & equipment, nec • New York
EXHIBIT 10.T CONSULTING AGREEMENT This Agreement is made as of the 15th day of February, 1999, by and between BELL INDUSTRIES, INC., a California corporation (the "COMPANY"), and GORDON GRAHAM ("GRAHAM"), with reference to the following facts: A....Consulting Agreement • March 29th, 1999 • Bell Industries Inc /New/ • Wholesale-electronic parts & equipment, nec • California
1 EXHIBIT 10.S EMPLOYMENT AGREEMENT THIS AGREEMENT made and entered into as of February 1, 1999 (the "COMMENCEMENT DATE"), by and between BELL INDUSTRIES, INC., a California corporation, (the "COMPANY") and TRACY A. EDWARDS, an individual (hereinafter...Employment Agreement • March 29th, 1999 • Bell Industries Inc /New/ • Wholesale-electronic parts & equipment, nec • California
1 EXHIBIT (2.1) AGREEMENT OF PURCHASEAgreement of Purchase and Sale • October 14th, 1998 • Bell Industries Inc /New/ • Wholesale-electronic parts & equipment, nec • New York
COMPENSATION AGREEMENTCompensation Agreement • March 24th, 1997 • Bell Industries Inc • Wholesale-electronic parts & equipment, nec
andRights Agreement • February 25th, 1999 • Bell Industries Inc /New/ • Wholesale-electronic parts & equipment, nec • California
1 Exhibit 10 (p) Page 1 of 6 SEVERANCE AGREEMENT THIS SEVERANCE AGREEMENT IS MADE AS OF THE 20 DAY OF JANUARY, 1997 WITH REFERENCE TO THE FOLLOWING: 1. Parties. The parties to this Severance Agreement ("Agreement") are: 1.1 Bruce M. Jaffe, an...Severance Agreement • March 24th, 1997 • Bell Industries Inc • Wholesale-electronic parts & equipment, nec
EXHIBIT 10.1 AGREEMENT FOR WHOLESALE FINANCING This Agreement for Wholesale Financing ("Agreement") is made as of May 11, 2001 between DEUTSCHE FINANCIAL SERVICES CORPORATION ("DFS") and Bell Industries, Inc., a [ ] SOLE PROPRIETORSHIP, [ ]...1 • August 14th, 2001 • Bell Industries Inc /New/ • Wholesale-electronic parts & equipment, nec • Missouri
WITNESSETH:Asset Purchase Agreement • March 18th, 1996 • Bell Industries Inc • New York
RECITALS:Third Amendment Agreement • October 24th, 1996 • Bell Industries Inc • Wholesale-electronic parts & equipment, nec • Connecticut
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 29th, 2001 • Bell Industries Inc /New/ • Wholesale-electronic parts & equipment, nec • California
1 EXHIBIT 10.1 CREDIT AGREEMENT DATED AS OF JANUARY 7, 1997Credit Agreement • January 22nd, 1997 • Bell Industries Inc • Wholesale-electronic parts & equipment, nec • California
ARTICLE 1 CLOSING AND PURCHASE OF ASSETSAsset Purchase Agreement • October 19th, 1998 • Bell Industries Inc /New/ • Wholesale-electronic parts & equipment, nec • Pennsylvania
CREDIT AGREEMENT by and among BELL INDUSTRIES, INC. and EACH OF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO as Borrowers, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILL, INC. as the Arranger and Administrative Agent...Credit Agreement • February 6th, 2007 • Bell Industries Inc /New/ • Wholesale-electronic parts & equipment, nec • California
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of January 31, 2007, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), BELL INDUSTRIES, INC., a California corporation (“Parent”), and each of Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”).
AGREEMENTAgreement • April 16th, 2008 • Bell Industries Inc /New/ • Wholesale-electronic parts & equipment, nec • Delaware
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 21st, 2007 • Bell Industries Inc /New/ • Wholesale-electronic parts & equipment, nec • Virginia
This STOCK PURCHASE AGREEMENT, dated as of June 15, 2007 (the “Effective Date”), is entered into by and among Sprint Nextel Corporation, a Kansas corporation (the “Buyer”), each of the stockholders of the Company (as defined below) set forth on the signature page(s) hereto (collectively, the “Stockholders”) and Kevin J. Thimjon, an individual resident of the State of Indiana, as the representative of each Stockholder hereunder (the “Stockholders Representative”). The Buyer, the Stockholders and the Stockholders Representative may be referred to herein collectively as the “Parties” or individually as a “Party.”
ContractBell Industries Inc /New/ • June 19th, 2008 • Wholesale-electronic parts & equipment, nec • Texas
ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, THE REPAYMENT OF THE OBLIGATIONS EVIDENCED BY THIS NOTE, THE LIENS AND SECURITY INTERESTS SECURING THE OBLIGATIONS EVIDENCED BY THIS NOTE, THE EXERCISE OF ANY RIGHT OR REMEDY WITH RESPECT THERETO, AND CERTAIN OF THE RIGHTS OF THE HOLDER HEREOF ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AND SUBORDINATION AGREEMENT DATED AS OF MARCH 12, 2007 (AS AMENDED, RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), BY AND BETWEEN WELLS FARGO FOOTHILL, INC., AS SENIOR AGENT, AND NEWCASTLE PARTNERS, L.P., AS SUBORDINATED CREDITOR. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS NOTE, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL. THIS NOTE AND THE SECURITIES UNDERLYING THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOL
EXHIBIT 10.2 IBM Credit Corporation AGREEMENT FOR WHOLESALE FINANCING (SECURITY AGREEMENT) This Agreement for Wholesale Financing - Security Agreement (as amended, supplemented or otherwise modified from time to time, this "Agreement") amends and...Agreement for Wholesale Financing • August 14th, 2001 • Bell Industries Inc /New/ • Wholesale-electronic parts & equipment, nec • New York
SECURITY AGREEMENTSecurity Agreement • February 6th, 2007 • Bell Industries Inc /New/ • Wholesale-electronic parts & equipment, nec • California
This SECURITY AGREEMENT (this “Agreement”), dated as of January 31, 2007, among Grantors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (collectively, jointly and severally, the “Grantors” and each, individually, a “Grantor”), and WELLS FARGO FOOTHILL, INC., in its capacity as administrative agent for the Lender Group and the Bank Product Provider (together with its successors, the “Agent”).
SEVERANCE AGREEMENT Dated as of January 13, 2005 between Bell Industries, Inc., a California corporation (the “Company”), and Mitchell I. Rosen (“Executive”)Severance Agreement • January 19th, 2005 • Bell Industries Inc /New/ • Wholesale-electronic parts & equipment, nec • California
This Agreement sets forth the severance compensation, which the Company agrees it will pay Executive if Executive’s employment with the Company should terminate for any reason other than for death, Disability, Retirement or Cause.
RELEASE AND AMENDED EMPLOYMENT AGREEMENTRelease and Amended Employment Agreement • January 8th, 2007 • Bell Industries Inc /New/ • Wholesale-electronic parts & equipment, nec • California
This Release and Amended Employment Agreement (the “Agreement”) is entered into by and between Mitchell I. Rosen (hereinafter “Rosen”), on the one hand and Bell Industries Inc., on the other hand (hereinafter collectively referred to as the “Company”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 30th, 2004 • Bell Industries Inc /New/ • Wholesale-electronic parts & equipment, nec • California
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”) dated as of April 30, 2003, is made and entered into by and between BELL INDUSTRIES, INC., a California corporation (“Company”), and UNION BANK OF CALIFORNIA, N.A., a national banking association (“Bank”).
ASSET PURCHASE AGREEMENT between BELL INDUSTRIES, INC. and VELOCITA WIRELESS LLC Dated as of March 30, 2008Asset Purchase Agreement • April 3rd, 2008 • Bell Industries Inc /New/ • Wholesale-electronic parts & equipment, nec • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of March 30, 2008, is between BELL INDUSTRIES, INC., a California corporation (“Seller”), and VELOCITA WIRELESS LLC, a Delaware limited liability company (“Purchaser”), and relates to the sale of the business as a going concern heretofore conducted by Seller under the trade name “SkyTel”.
ContractBell Industries Inc /New/ • March 16th, 2007 • Wholesale-electronic parts & equipment, nec • Texas
ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, THE REPAYMENT OF THE OBLIGATIONS EVIDENCED BY THIS NOTE, THE LIENS AND SECURITY INTERESTS SECURING THE OBLIGATIONS EVIDENCED BY THIS NOTE, THE EXERCISE OF ANY RIGHT OR REMEDY WITH RESPECT THERETO, AND CERTAIN OF THE RIGHTS OF THE HOLDER HEREOF ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AND SUBORDINATION AGREEMENT DATED AS OF MARCH 12, 2007 (AS AMENDED, RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), BY AND BETWEEN WELLS FARGO FOOTHILL, INC., AS SENIOR AGENT, AND NEWCASTLE PARTNERS, L.P., AS SUBORDINATED CREDITOR. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS NOTE, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.
AMENDMENT NO. 3 TO THE ASSET PURCHASE AGREEMENTThe Asset Purchase Agreement • April 20th, 2007 • Bell Industries Inc /New/ • Wholesale-electronic parts & equipment, nec • New York
AMENDMENT NO. 3 TO THE ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of April 16, 2007, between VERIZON CLINTON CENTER DRIVE CORP F/K/A SKYTEL CORP.), a Delaware corporation (“Seller”), and BELL INDUSTRIES, INC., a California corporation (“Purchaser”).
AMENDMENT NUMBER THREE TO CREDIT AGREEMENTCredit Agreement • April 17th, 2008 • Bell Industries Inc /New/ • Wholesale-electronic parts & equipment, nec • California
THIS AMENDMENT NUMBER THREE TO CREDIT AGREEMENT (this “Amendment”), dated as of April 11, 2008, is entered into by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), BELL INDUSTRIES, INC., a California corporation (“Parent”), and each of Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), in light of the following:
AMENDMENT TO AGREEMENT FOR WHOLESALE FINANCINGAgreement for Wholesale Financing • March 31st, 2005 • Bell Industries Inc /New/ • Wholesale-electronic parts & equipment, nec
This Amendment to Agreement for Wholesale Financing (“Amendment”) is made by and between GE Commercial Distribution Finance Corporation (formerly known as Deutsche Financial Services Corporation) (“CDF”) and Bell Industries, Inc. (“Dealer”).
EXHIBIT 10.W ------------ SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 1st, 2002 • Bell Industries Inc /New/ • Wholesale-electronic parts & equipment, nec • California
ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, THE REPAYMENT OF THE OBLIGATIONS EVIDENCED BY THIS AGREEMENT, THE LIENS AND SECURITY INTERESTS SECURING THE OBLIGATIONS EVIDENCED BY THIS AGREEMENT, THE EXERCISE OF ANY RIGHT OR REMEDY WITH RESPECT...Security Agreement • March 16th, 2007 • Bell Industries Inc /New/ • Wholesale-electronic parts & equipment, nec • California
This SECURITY AGREEMENT (this “Agreement”), dated as of March 12, 2007, among Grantors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (collectively, jointly and severally, the “Grantors” and each, individually, a “Grantor”), and NEWCASTLE PARTNERS, L.P., (together with its successors or assigns, the “Secured Party”).
1 EXHIBIT 10.1 SEVERANCE COMPENSATION AGREEMENT dated as of June 16, 1999, between Bell Industries, Inc. a California corporation (the "Company") and Russell A. Doll (the "Executive"). The Company's Board of Directors has determined that it is...Severance Compensation Agreement • July 30th, 1999 • Bell Industries Inc /New/ • Wholesale-electronic parts & equipment, nec • California
AMENDMENT NO. 2 TO THE ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 6th, 2007 • Bell Industries Inc /New/ • Wholesale-electronic parts & equipment, nec • New York
AMENDMENT NO. 2 TO THE ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of January 31, 2007, between SKYTEL CORP., a Delaware corporation (“Seller”), and BELL INDUSTRIES, INC., a California corporation (“Purchaser”).
