ContractIntercreditor Agreement • June 19th, 2008 • Bell Industries Inc /New/ • 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
AMENDMENT NUMBER FOUR TO CREDIT AGREEMENT, CONSENT AND PARTIAL RELEASE AGREEMENTCredit Agreement • June 19th, 2008 • Bell Industries Inc /New/ • Wholesale-electronic parts & equipment, nec • California
This AMENDMENT NUMBER FOUR TO CREDIT AGREEMENT, CONSENT AND PARTIAL RELEASE AGREEMENT (this “Amendment”), dated as of June 13, 2008, is entered into by and among 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”), the lenders signatory hereto (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively, the “Lenders”), and WELLS FARGO FOOTHILL, INC., a California corporation (“WFF”), as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Agent”). Initially capitalized terms used herein and not otherwise defined herein shall have the meaning ascrib
WAIVER AND AMENDMENT AGREEMENTWaiver and Amendment Agreement • June 19th, 2008 • Bell Industries Inc /New/ • Wholesale-electronic parts & equipment, nec • Texas
THIS WAIVER AND AMENDMENT AGREEMENT (the “Agreement”) is entered into as of the 13th day of June, 2008, by and between Bell Industries, Inc., a California corporation (“Bell California”), and Bell Industries, Inc., a Minnesota Corporation (“Bell Minnesota, and together with Bell California, the “Company”), on the one hand, and Newcastle Partners, L.P., a Texas limited partnership (the “Noteholder”), on the other hand.
AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 19th, 2008 • Bell Industries Inc /New/ • Wholesale-electronic parts & equipment, nec • New York
This Amendment No. 1 to the Asset Purchase Agreement (this “Amendment”) is made as of June 13, 2008 and amends that certain Asset Purchase Agreement dated as of March 30, 2008, by and between Bell Industries, Inc., a California corporation and Velocita Wireless LLC, a Delaware limited liability company (the “Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Agreement.
