Bell Industries Inc /New/ Sample Contracts

Bell Industries Inc /New/ – AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE (February 18th, 2010)

This Amendment No. 2 to Second Amended and Restated Convertible Promissory Note (this “Amendment”) is made effective as of February 11, 2010 and amends that certain Second Amended and Restated Convertible Promissory Note, dated June 13, 2008 (the “Note”) made by Bell Industries, Inc., a California corporation (the “Maker” or the “Company”), Bell Industries, Inc., a Minnesota corporation (“Bell Minnesota”), Bell Techlogix, Inc., a Delaware corporation (“Bell Techlogix”), and Bell Techlogix Mobility Solutions, Inc., a Delaware corporation (“BT Mobility Solutions” with the Maker, Bell Minnesota and Bell Techlogix, referred to herein collectively as the “Obligors”), in favor of BI Holdings, L.P., a Delaware limited partnership (the successor payee to Newcastle Partners, L.P.), or its assigns (the “Payee”). Bell Techlogix became an Obligor under the Note pursuant to a Joinder Agreement dated as of March 13, 2009 and BT Mobility Solutions became an Obligor under the Note pursuant to a Joinde

Bell Industries Inc /New/ – AMENDMENT NUMBER SEVEN TO CREDIT AGREEMENT (February 18th, 2010)

This AMENDMENT NUMBER SEVEN TO CREDIT AGREEMENT (this “Amendment”), dated as of February 11, 2010, 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 CAPITAL FINANCE, INC., formerly known as 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, the “Agent”). Initially capitalized terms used herein and not otherwise defined herein shall have the mea

Bell Industries Inc /New/ – SETTLEMENT AGREEMENT AND MUTUAL RELEASE (May 15th, 2009)

THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE (this “Agreement”) is entered into as of May 12, 2009 (the “Effective Date”), by and among BELL INDUSTRIES, INC., a California corporation (“Bell”), BELL TECHLOGIX, INC., a Delaware corporation (“Bell Techlogix”), VELOCITA WIRELESS LLC, a Delaware limited liability company (“Velocita”), UNITED WIRELESS HOLDINGS INC., a Delaware corporation (“United Wireless”), NORTH AMERICAN WIRELESS HOLDINGS LLC, a Delaware limited liability company (“NA Wireless”), SKYTEL SPECTRUM LLC, a Delaware limited liability company (“SkyTel Spectrum”), ST NETWORK SERVICES LLC, a Delaware limited liability company (“ST Network”), UNITED SPECTRUM MANAGEMENT SERVICES LLC, a Delaware limited liability company (“United Spectrum”), ST MESSAGING SERVICES LLC, a Delaware limited liability company (“ST Messaging”) and MESSAGING MANAGEMENT SERVICES LLC , a Delaware limited liability company (“Messaging Management”).

Bell Industries Inc /New/ – AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE (March 27th, 2009)

This Amendment No. 1 to Second Amended and Restated Convertible Promissory Note (this “Amendment”) is made effective as of March 25, 2009 and amends that certain Second Amended and Restated Convertible Promissory Note, dated June 13, 2008 (the “Note”) made by Bell Industries, Inc., a California Corporation (the “Maker” or the “Company”), Bell Industries, Inc., a Minnesota corporation (“Bell Minnesota”), and Bell Techlogix, Inc., a Delaware corporation (“Bell Techlogix” and with the Maker and Bell Minnesota, referred to herein collectively as the “Obligors”), in favor of BI Holdings, L.P., a Delaware limited partnership (the successor payee to Newcastle Partners, L.P.), or its assigns (the “Payee”). Bell Techlogix became an Obligor under the Note pursuant to a Joinder Agreement dated as of March 13, 2009.

Bell Industries Inc /New/ – AMENDMENT NUMBER FIVE TO CREDIT AGREEMENT AND JOINDER AGREEMENT (March 27th, 2009)

This AMENDMENT NUMBER FIVE TO CREDIT AGREEMENT AND JOINDER AGREEMENT (this “Agreement”), is entered into as of March 12, 2009, by and among BELL TECHLOGIX, INC., a Delaware corporation (“New Loan Party”), BELL INDUSTRIES, INC., a California corporation (“Parent”), each of Parent’s Subsidiaries identified on the signature pages to the Credit Agreement (defined below) (such Subsidiaries, together with Parent are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), and WELLS FARGO FOOTHILL, INC. (“Agent”), as the arranger and administrative agent for the below defined Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), pursuant to the Credit Agreement (defined below).

Bell Industries Inc /New/ – AMENDMENT NUMBER SIX TO CREDIT AGREEMENT (March 27th, 2009)

This AMENDMENT NUMBER SIX TO CREDIT AGREEMENT (this “Amendment”), dated as of March 25, 2009, 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 ascribed thereto in the Credit Agreement (as

Bell Industries Inc /New/ – BELL INDUSTRIES, INC. 2007 STOCK INCENTIVE PLAN, AS AMENDED (October 21st, 2008)
Bell Industries Inc /New/ – BELL INDUSTRIES COMPLETES SALE OF SKYTEL DIVISION FOR $7.5 MILLION — Amends Asset Purchase Agreement to Accelerate Cash Proceeds — — Amends Conversion Price on Convertible Note to $0.20 Per Share — (June 19th, 2008)

INDIANAPOLIS — June 16, 2008 — Bell Industries, Inc. (BIUI.PK) today announced it has completed the sale of its SkyTel division to Velocita Wireless LLC for total consideration of $7.5 million, comprised of $3.0 million in cash at closing, $3.0 million in cash 30 days after closing and a deferred payment of $1.5 million to be paid one year after closing. The company and Velocita recently amended the terms of the asset purchase agreement originally entered into on March 30, 2008 to accelerate the cash proceeds in exchange for reducing the total consideration to $7.5 million from $8.0 million.

Bell Industries Inc /New/ – Contract (June 19th, 2008)

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

Bell Industries Inc /New/ – AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT (June 19th, 2008)

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.

Bell Industries Inc /New/ – AMENDMENT NUMBER FOUR TO CREDIT AGREEMENT, CONSENT AND PARTIAL RELEASE AGREEMENT (June 19th, 2008)

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

Bell Industries Inc /New/ – WAIVER AND AMENDMENT AGREEMENT (June 19th, 2008)

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.

Bell Industries Inc /New/ – AMENDMENT NUMBER THREE TO CREDIT AGREEMENT (April 17th, 2008)

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:

Bell Industries Inc /New/ – BELL INDUSTRIES REPORTS 2007 FOURTH QUARTER RESULTS — Amends Credit Facility — — Reaches Agreement in Principle to Settle Litigation Matter — (April 17th, 2008)

INDIANAPOLIS — April 14, 2008 — Bell Industries, Inc. (AMEX:BI) today reported financial results for its fourth quarter and fiscal year ended December 31, 2007.

Bell Industries Inc /New/ – AGREEMENT (April 16th, 2008)

THIS AGREEMENT (“Agreement”) is made and entered into as of this 5th day of June, 2007 (the “Effective Date”), by and between Vehicle Manufacturers Services Inc. (“VMS”), located at 801 Motor Parkway, Hauppauge, New York 11788 and SkyTel, a division of Bell Industries, Inc., a California corporation (“SkyTel”), located at 500 Clinton Center Drive, Building Two, Clinton Mississippi 39056.

Bell Industries Inc /New/ – ASSET PURCHASE AGREEMENT between BELL INDUSTRIES, INC. and VELOCITA WIRELESS LLC Dated as of March 30, 2008 (April 3rd, 2008)

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”.

Bell Industries Inc /New/ – ASSET PURCHASE AGREEMENT between SKYGUARD, LLC and BELL INDUSTRIES, INC. Dated as of February 14, 2008 (February 21st, 2008)

This ASSET PURCHASE AGREEMENT (the “Agreement”), dated as of February 14, 2008, is between SKYGUARD, LLC, a Delaware limited liability company (“Purchaser”), and BELL INDUSTRIES, INC., a California corporation (“Seller”).

Bell Industries Inc /New/ – FIRST AMENDMENT TO EMPLOYMENT LETTER (February 21st, 2008)

THIS FIRST AMENDMENT TO EMPLOYMENT LETTER (the “Amendment”) is made effective as of the 15th day of February, 2008, by and between Bell Industries, Inc., a California Corporation (“Bell”), and Kevin J. Thimjon (the “Executive”).

Bell Industries Inc /New/ – AMENDMENT NUMBER TWO TO CREDIT AGREEMENT, CONSENT AND WAIVER (August 17th, 2007)

THIS AMENDMENT NUMBER TWO TO CREDIT AGREEMENT, CONSENT AND WAIVER (this “Second Amendment”), dated as of August 14, 2007, 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:

Bell Industries Inc /New/ – AGREEMENT (August 14th, 2007)

THIS AGREEMENT (“Agreement”) is made and entered into as of this 5th day of June, 2007 (the “Effective Date”), by and between Vehicle Manufacturers Services Inc. (“VMS”), located at 801 Motor Parkway, Hauppauge, New York 11788 and SkyTel, a division of Bell Industries, Inc., a California corporation (“SkyTel”), located at 500 Clinton Center Drive, Building Two, Clinton Mississippi 39056.

Bell Industries Inc /New/ – STOCK PURCHASE AGREEMENT (June 21st, 2007)

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.”

Bell Industries Inc /New/ – BELL INDUSTRIES TO SELL CERTAIN ASSETS TO SPRINT NEXTEL IN AGREEMENT VALUED AT APPROXIMATELY $13.5 MILLION (June 21st, 2007)

Indianapolis, IN — June 21, 2007 — Bell Industries, Inc. (AMEX:BI) today announced it has signed a definitive agreement with Sprint Nextel Corp. (NYSE:S) under which Sprint Nextel will acquire certain Bell assets for approximately $13.5 million in cash.

Bell Industries Inc /New/ – STOCK PURCHASE AGREEMENT (June 21st, 2007)

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 Billy J. Parrott, an individual resident of the State of New York, 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.”

Bell Industries Inc /New/ – AMENDMENT NO. 3 TO THE ASSET PURCHASE AGREEMENT (April 20th, 2007)

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”).

Bell Industries Inc /New/ – INDEX (April 18th, 2007)

The following unaudited pro forma combined financial statements give effect to the combination of Bell Industries, Inc. (the “Company”) with SkyTel, which was acquired by the Company effective January 31, 2007. The pro forma combined financial statements are based upon the historical financial statements of the Company and SkyTel and the estimates and assumptions set forth below and in the notes to the pro forma combined financial statements.

Bell Industries Inc /New/ – SKYTEL CORP. STATEMENTS OF ASSETS ACQUIRED AND LIABILITIES ASSUMED AND STATEMENTS OF REVENUES AND DIRECT EXPENSES As of December 31, 2006 and 2005 and for the years ended December 31, 2006, 2005 and 2004 INDEX (April 18th, 2007)

We have audited the accompanying statements of assets acquired and liabilities assumed of Skytel Corp. as of December 31, 2006 and 2005, and the related statements of revenues and direct expenses for each of the three years in the period ended December 31, 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

Bell Industries Inc /New/ – 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 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 PARTNER (March 16th, 2007)

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”).

Bell Industries Inc /New/ – Contract (March 16th, 2007)

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.

Bell Industries Inc /New/ – SECURITY AGREEMENT (February 6th, 2007)

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”).

Bell Industries Inc /New/ – Contract (February 6th, 2007)

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.

Bell Industries Inc /New/ – PURCHASE AGREEMENT (February 6th, 2007)

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”).

Bell Industries Inc /New/ – 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 Dated as of January 31, 2007 (February 6th, 2007)

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”).

Bell Industries Inc /New/ – BELL INDUSTRIES COMPLETES ACQUISITION OF SKYTEL — SkyTel Expected to Nearly Double Bell’s Annual Revenues — — Issues $10 Million Convertible Note and Enters into $30 Million Credit Facility — —Appoints New Director — (February 6th, 2007)

Indianapolis, IN– February 1, 2007 – Bell Industries, Inc. (AMEX:BI) today announced it has completed the acquisition of substantially all of the assets of SkyTel Corp., an indirect subsidiary of Verizon Communications Inc., for a total purchase price of $23 million. The transaction is expected to be immediately accretive.

Bell Industries Inc /New/ – REGISTRATION RIGHTS AGREEMENT (February 6th, 2007)

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”).

Bell Industries Inc /New/ – AMENDMENT NO. 2 TO THE ASSET PURCHASE AGREEMENT (February 6th, 2007)

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”).