Exhibit 4.1
-----------
JOINT FILING AGREEMENT
This will confirm the agreement by and between the undersigned that this
Schedule 13D (the "Statement") filed on or about this date relating to an
Agreement and Plan of Merger (the "Merger Agreement") dated July 21, 2005 by
and among BEI Technologies, Inc., a Delaware corporation, Xxxxxxxxx XX, a
societe anonyme organized under the laws of the Republic of France, and Beacon
Purchaser Corporation, a Delaware corporation and an indirect wholly owned
subsidiary of Xxxxxxxxx XX, and certain Transaction Support Agreements,
executed in connection therewith, is being filed on behalf of the undersigned.
Each of the undersigned hereby acknowledges that pursuant to Rule 13d-1(k)
promulgated under the Securities Exchange Act of 1934, as amended, that each
person on whose behalf the Statement is filed is responsible for the timely
filing of such statement and any amendments thereto, and for the completeness
and accuracy of the information concerning such person contained therein; and
that such person is not responsible for the completeness or accuracy of the
information concerning the other persons making the filing, unless such person
knows or has reason to believe that such information is inaccurate.
This Agreement may be executed in one or more counterparts by each of the
undersigned, and each of which, taken together, shall constitute one and the
same instrument.
Date: July 28, 2005
XXXXXXXXX ELECTRIC SA
By: /s/ Xxxx Xxxxx Xxxxxxx
------------------------------
Name: Xxxx Xxxxx Xxxxxxx
Title: Senior Vice President
and General Counsel
BEACON PURCHASER CORPORATION
By: /s/ Xxxx Xxxxx Xxxxxxx
-----------------------------
Name: Xxxx Xxxxx Xxxxxxx
Title: Vice President