FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT
DATE: May 3, 2004
PARTIES: Bell Microproducts Inc. (the "Company")
1491 Ringwood Avenue
San Jose, California 95131
RECITALS: The Retirement Systems of Alabama (the "Investor")
Post Office Box 302150
135 South Union Street
Suite 570
Montgomery, Alabama 36130
A. The Retirement Systems of Alabama is agent for each of Teachers'
Retirement Systems of Alabama, Employees' Retirement Systems of Alabama,
Judicial Retirement Fund, PEIRAF-Deferred Compensation Plan and Public Employees
Individual Retirement Account Fund and the term "Investor" as used herein shall
mean The Retirement Systems of Alabama and each of the foregoing named funds.
B. The Company and the Investor heretofore entered into and executed
that certain Securities Purchase Agreement dated July 6, 2000 (the "Original
Agreement").
C. Under the terms of the Original Agreement, the Company, among other
things, issued to Investor and Investor purchased certain Senior Subordinated
Notes in the aggregate principal amount of $100,000,000 (the "Long-Term Notes").
D. The Company has prepaid principal of the Long Term Notes in the
aggregate amount of $20,000,000. As a result of said prepayment, the Company and
the Investor have recalculated the schedule of principal repayments of the
Long-Term Notes as provided below.
E. The Company and Investor desire and intend to amend the Original
Agreement as provided herein.
F. Unless otherwise defined herein, all terms capitalized herein shall
have the same meaning described in the Original Agreement.
In consideration of the foregoing premises and the mutual covenants set
forth herein, the parties agree as follows:
1. Subparagraph (a) of Section 3.3 of the Original Agreement is hereby
amended to provide as follows:
"3.3. PRINCIPAL REPAYMENT.
(a) The Company shall repay the remaining principal of the
Long-Term Notes as follows:
(i) In semi-annual installments aggregating $3,500,000
beginning on December 31, 2000 until and including June 30, 2007;
(ii) Semi-annual installments aggregating $4,350,000
beginning on December 31, 2007 until and including June 30, 2009;
(iii) One semi-annual installment of $5,100,000 on December
31, 2009; and
(iv) The final semi-annual installment of $8,500,000 on the
Final Maturity Date."
2. The Long Term Notes issued by Company to Investor shall be amended
to reflect the repayment schedule described in paragraph 1 above.
3. The Company and the Investor hereby ratify and confirm all other
terms and conditions of the Original Agreement.
IN WITNESS WHEREOF, the Company and the Investor have caused this First
Amendment to Securities Purchase Agreement to be executed as of the day and year
first above written.
THE COMPANY: BELL MICROPRODUCTS, INC.
By:__________________________________
Name:_____________________________
Title:____________________________
THE INVESTOR:
THE RETIREMENT SYSTEMS OF ALABAMA,
on behalf of itself and as agent
for, and on behalf of, TEACHERS'
RETIREMENT SYSTEMS OF ALABAMA,
EMPLOYEE'S RETIREMENT SYSTEMS OF
ALABAMA, JUDICIAL RETIREMENT FUND,
PEIRAF-DEFERRED COMPENSATION FUND,
PUBLIC EMPLOYEES INDIVIDUAL
RETIREMENT ACCOUNT FUND and STATE
EMPLOYEES' HEALTH INSURANCE FUND
By:__________________________________
Name:_____________________________
Title:____________________________
2