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”).
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”).
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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 6th, 2007 • Bell Industries Inc /New/ • Wholesale-electronic parts & equipment, nec • Texas
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of January 27, 2007, by and between Bell Industries, Inc., a California corporation (the “Company”), and Newcastle Partners, L.P. a Texas limited partnership (the “Investor”).
PURCHASE AGREEMENTPurchase Agreement • February 6th, 2007 • Bell Industries Inc /New/ • Wholesale-electronic parts & equipment, nec • Texas
THIS PURCHASE AGREEMENT (the “Agreement”) is entered into as of the 31st day of January, 2007, by and between Bell Industries, Inc., a California corporation (the “Company”), and Newcastle Partners, L.P., a Texas limited partnership (the “Purchaser”).
ContractConvertible Promissory Note • February 6th, 2007 • Bell Industries Inc /New/ • Wholesale-electronic parts & equipment, nec • Texas
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 SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT, EXCEPT AS OTHERWISE AGREED BY BELL INDUSTRIES, INC., AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BELL INDUSTRIES, INC. THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.
