8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 8, 2008

Bell Microproducts Inc.

(Exact name of registrant as specified in its charter)

California	0-21528	94-3057566
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

1941 Ringwood Avenue, San Jose,	95131-1721
California
(Address of principal	(Zip Code)
executive offices)
Registrant’s telephone number, including area code:	408-451-9400

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Exhibit Index
EXHIBIT 10.1
EXHIBIT 10.2
EXHIBIT 10.3
EXHIBIT 10.4
EXHIBIT 99.1

Item 1.01 Entry into a Material Definitive Agreement.

On February 8, 2008, Bell Microproducts Limited, a subsidiary of Bell Microproducts, Inc. (the “Company”), executed a letter agreement with Bank of America, N.A. as Agent for the Syndicated Credit Agreement dated December 2, 2002, as amended and restated effective January 2, 2007. Pursuant to the letter, the lenders agree to extend the time, to September 30, 2008, for the Company to provide consolidated financial statements for the years ended December 31, 2006 and December 31, 2007.

On February 11, 2008, the Company entered into an amendment to the Loan and Security Agreement dated as of May 14, 2001 among the Company, certain of the Company’s subsidiaries, and Wachovia Capital Finance Corporation (Western) (“Wachovia”) in its capacity as administrative, collateral and syndication agent for the financial institutions (the “Lenders”) which are parties to the Loan Agreement (the “Tenth Amendment”). The Tenth Amendment provides that Wachovia and the Lenders agree to extend, to September 30, 2008, the time for the Company to provide audited consolidated financial statements and the requirement that the Company be listed on NASDAQ.

On February 11, 2008, the Company entered into a letter agreement amending the Securities Purchase Agreement dated as of July 6, 2000 among the Company and Retirement Systems of Alabama (the “2000 Investor”), the Securities Purchase Agreement dated as of October 2, 2006 among the Company and The Teachers’ Retirement System of Alabama and The Employees’ Retirement System of Alabama (collectively, the “2006 Investor”), and the Revolving Credit Agreement dated as of January 30, 2007 among the Company and The Teachers’ Retirement System of Alabama and The Employees’ Retirement System of Alabama (collectively, the “2007 Lender”). The letter agreement provides that the 2000 Investor, the 2006 Investor, and the 2007 Lender understand and acknowledge that the Company will be unable to timely deliver the various financial statements and reports required by the referenced agreements to be filed with the SEC, and each party agrees to extend the time, to September 30, 2008, for the Company to provide such financial statements and SEC reports. The letter agreement also waives any defaults that may otherwise arise from the failure to timely deliver such financial statements and SEC reports for time periods prior to September 30, 2008, waives any defaults that may arise or result from any representation or warranty made or deemed made with respect to previously delivered financial statements and SEC reports, and further waives any defaults that may otherwise arise or results from any covenant requiring the filing of the SEC reports prior to September 30, 2008.

On February 12, 2008, the Company entered into an amendment to the Second Amended and Restated Credit and Security Agreement dated as of May 14, 2007 (the “Credit and Security Agreement”) among the Company, Bell Microproducts Funding Corporation, Variable Funding Capital Company LLC, Wachovia Bank, National Association, Market Street Funding LLC, and General Electric Capital Corporation (the “Second Amendment”). The Second Amendment extends to September 30, 2008, the time for the Company to deliver its annual audited financial statements and the requirement that the Company be listed on NASDAQ.

The Company issued a press release on February 13, 2008, disclosing entry into these agreements. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit 10.1 — Letter Agreement executed February 8, 2008, by and among Bell Microproducts Limited and Bank of America, N.A.

Exhibit 10.2 — Tenth Amendment to Loan and Security Agreement dated February 11, 2008.

Exhibit 10.3 — Letter Agreement to Bell Microproducts Inc. dated February 11, 2008.

Exhibit 10.4 — Letter Agreement dated February 12, 2008 among Bell Microproducts Inc., Wachovia Bank, N.A. and General Electric Capital Corporation.

Exhibit 99.1 — Press Release issued by Bell Microproducts Inc. on February 13, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Bell Microproducts Inc.
February 13, 2008	By:	/s/ Andrew S. Hughes
		Name:	Andrew S. Hughes
		Title:	Vice President, General Counsel and Corporate Secretary

Exhibit Index

Exhibit No.	Description
10.1	Letter Agreement executed February 8, 2008, by and among Bell Microproducts Limited and Bank of America, N.A.
10.2	Tenth Amendment to Loan and Security Agreement dated February 11, 2008.
10.3	Letter Agreement to Bell Microproducts Inc. dated February 11, 2008.
10.4	Letter Agreement dated February 12, 2008 among Bell Microproducts Inc., Wachovia Bank, N.A. and General Electric Capital Corporation.
99.1	Press Release issued by Bell Microproducts Inc. on February 13, 2008.

EX-10.1

EXHIBIT 10.1

08 February 2008

To: Bell Microproducts Limited
Fountain Court,
Cox Lane,
Chessington,
Surrey KT9 1 SJ

For the attention of Nick Lee/Helen Hancock

Dear Sirs,

Syndicated Credit Agreement dated 2 December 2002 (as amended and restated on 2 January 2007,
the “Credit Agreement”)
Notice of default and waiver

We refer to clause 15.2.1 (Financial Statements) of the Credit Agreement, pursuant to which, among other things, BMUK is required to deliver to the Agent in sufficient copies for each of the Lenders the audited consolidated Financial Statements of the Group for each Financial Year by not later than the date falling 120 days after the end of such Financial Year.

The audited consolidated Financial Statements of the Group for the Financial Year ended 31 December 2006 have not, at the date of issuance of this letter, been received by the Agent. Accordingly BMUK is in breach of its obligations under clause 15.2.1 (Financial Statements) of the Credit Agreement, which breach constitutes an Event of Default under clause 17.1.3 (Breach of undertaking) of the Credit Agreement,

The purpose of this letter is to record the terms on which the Lenders are prepared to waive such Event of Default.

Pursuant to clause 30.1 (Amendments) of the Credit Agreement, we, as the Agent, having been authorised by the Majority Lenders to do so in writing, hereby waive, subject to the conditions set out in the following paragraph of this letter, the requirements of clause 15.2.1 (Financial Statements) of the Credit Agreement insofar as they obligate BMUK to deliver the audited consolidated Financial Statements of the Group for the Financial Year ended 31 December 2006 or 31 December 2007.

The waiver set out in the preceding paragraph is given on the express condition that the audited consolidated Financial Statements of the Group for the Financial Year ended 31 December 2006 and 31 December 2007 are delivered to the Agent in accordance with clause 15.2.1 (Financial Statements) of the Credit Agreement by not later than 30 September 2008. Accordingly if such condition is not fulfilled the waiver contained in this letter shall automatically cease to have effect at 5.30 p.m. (London time) on 30 September 2008 and shall be deemed never to have been given.

For the avoidance of doubt the waiver set out in this letter shall also cease to have effect if an Event of Default (other than that referred to in the second paragraph of this letter) shall occur.

Save to the extent specifically provided in this letter the Credit Agreement shall remain in full force and effect. This letter supersedes our letter of 21 November 2007 which shall cease to have effect.

Words and expressions defined in the Credit Agreement shall have the same meanings when used in this letter.

This letter shall be governed by English law.

Please acknowledge your acceptance of the terms of this letter by signing and returning the enclosed copy of it to the undersigned.

Yours faithfully

Authorised signatory
For and on behalf of
Bank of America, N.A.
as Agent

   

Bell Microproducts Ltd,
Cox Lane,
Chessington,
Surrey
KT9 1SJ
United Kingdom

T: +44 (0) 20 8286 5000
F: +44 (0) 20 8286 5056
W: www.bellmicro.eu

To : Bank of America, N.A.,
5 Canada Square,
London E14 5AQ
Attention Business Capital, Portfolio Management

8 February 2008

Dear Sirs

Syndicated Credit Agreement dated 2 December 2002 (as amended and restated on 2 January 2007,
the “Credit Agreement”)

We refer to your letter of 8 February 2008 of which the above is a copy and confirm our acceptance of its terms.

Yours faithfully

Director
For and on behalf of
Bell Microproducts Limited

EX-10.2

EXHIBIT 10.2

EXTENSION LETTER

February 11, 2008

Bell Microproducts Inc.
Total Tec Systems, Inc.
Bell Microproducts — Future Tech, Inc.
Rorke Data, Inc.
Bell Microproducts Canada — Tenex Data ULC
Forefront Graphics US Inc.
Bell Microproducts Canada Inc.
1941 Ringwood Avenue
San Jose, California 95131

Ladies and Gentlemen:

     Reference is made to that certain Loan and Security Agreement dated as of May 14, 2001 as amended (the “Loan Agreement”) among each of you, the financial institutions party thereto as Lenders, Wachovia Capital Finance Corporation (Western) in its capacity as administrative, collateral and syndication agent for Lenders (“Administrative Agent”) and certain other agents for Lenders, and to that certain Amendment and Consent Letter dated January 26, 2007 as amended (the “Consent”). Unless otherwise defined herein, any capitalized terms defined in the Loan Agreement shall have the same meanings as used herein.

     You have requested an extension of the March 17, 2008 deadline for furnishing your 2006 audited financial statements as set forth in Section 3 of the Consent (as amended by the Ninth Amendment to Loan and Security Agreement dated as of September 27, 2007) and an extension of the March 30, 2008 deadline for furnishing your 2007 audited financial statements as set forth in clause (iii) of Section 9.6(a) of the Loan Agreement. Administrative Agent and the undersigned Required Lenders are willing to accommodate such request subject to the terms and conditions set forth below. Accordingly, Section 3 of the Consent is hereby amended and restated to read in its entirety as follows:

“3. 2006 and 2007 Year End Audited Financial Statements. With respect to clause (iii) of Section 9.6(a) of the Loan Agreement, the deadlines for furnishing Administrative Agent with the audited consolidated financial statements of Borrower Agent and its Subsidiaries for the fiscal year ended December 31, 2006 and for the fiscal year ended December 31, 2007 (and related documents), is hereby extended to September 30, 2008. This extension shall apply only to such audited consolidated financial statements for the fiscal years then ended, and the deadlines for all other financial statements required in Section 9.6(a) of the Loan Agreement shall remain in full force and effect.”

     Additionally, Section 10.1(s) of the Loan Agreement (as added in Section 2 of the Consent) is hereby amended and restated to read in its entirety as follows:

     “(s) Borrower Agent is not both registered under Sections 12(b) or 12(g) of the Securities and Exchange Act of 1934 and listed on NASDAQ at any time after September 30, 2008.”

     In consideration of the foregoing extensions, you shall pay Administrative Agent (a) an extension fee in the amount of $35,000 for the benefit of Lenders based upon their respective Pro Rata Shares, which extension fee shall be due and payable on the date on which this Extension Letter becomes effective (as provided below) and shall be fully earned by Lenders on that date, and (b) the fee set forth in that certain Fee Letter of even date herewith among you and Administrative Agent (or alternatively, Administrative Agent may charge such fees as a Revolving Loan under the Loan Agreement). This Extension Letter shall become effective when it has been executed (where provided below) by each of you and by Administrative Agent and Required Lenders, and delivered by each of you and Required Lenders to Administrative Agent.

     Subject to the foregoing conditions, this letter shall amend and modify the Loan Agreement and the Consent as specifically set forth above, and except for such specific amendment and modification, all of the terms and provisions of the Loan Agreement, the Consent and other Financing Agreements shall remain in full force and effect and are hereby ratified and confirmed.

Very truly yours,
WACHOVIA CAPITAL FINANCE CORPORATION (WESTERN), as Administrative Agent and Lender
By:	/s/ Gary Whitaker
	Gary Whitaker, Director
BANK OF AMERICA, N.A., as Lender
By:	/s/ Robert M. Dalton
Name:	Robert M. Dalton
Title:	Vice President
THE CIT GROUP/BUSINESS CREDIT, INC., as Lender
By:	/s/ Kirk Wolverton
Name:	Kirk Wolverton
Title:	Vice President

Accepted and agreed this
11th day of February, 2008:

BELL MICROPRODUCTS INC.
TOTAL TEC SYSTEMS, INC.
BELL MICROPRODUCTS — FUTURE TECH, INC.
RORKE DATA, INC.
BELL MICROPRODUCTS CANADA — TENEX DATA ULC
FOREFRONT GRAPHICS US INC.
BELL MICROPRODUCTS CANADA INC.

By:	/s/ Jim Illson
	Jim Illson, COO and President-Americas

EX-10.3

EXHIBIT 10.3

February 11, 2008

Bell Microproducts Inc.
1941 Ringwood Avenue
San Jose, CA 95131

Re: Securities Purchase Agreement dated as of July 6, 2000 (the “2000 Securities Purchase Agreement”) between Bell Microproducts Inc. (the “Company”) and Retirement Systems of Alabama (“2000 Investor”); Securities Purchase Agreement dated as of October 2, 2006 (the “2006 Securities Purchase Agreement”) among the Company and The Teachers’ Retirement System of Alabama and The Employees’ Retirement System of Alabama (collectively “2006 Investor”); and Revolving Credit Agreement dated as of January 30, 2007 (the “2007 Credit Agreement”) among the Company and The Teachers’ Retirement System of Alabama and The Employees’ Retirement System of Alabama (collectively “2007 Lender”)

Gentlemen and Ladies,

In consideration of the Company’s aggregate payment of $50,000.00 (to be shared ratably among the 2000 Investor, the 2006 Investor and the 2007 Lender), the receipt of which is hereby acknowledged, each of the 2000 Investor, the 2006 Investor and the 2007 Lender (a) understands and acknowledges that the Company is in the process of restating its financial statements and that the Company has been and will be unable to timely deliver the various financial statements and SEC reports as required in the 2000 Securities Purchase Agreement, the 2006 Securities Purchase Agreement and the 2007 Credit Agreement; (b) agrees that the Company shall have until September 30, 2008 to make such deliveries; (c) waives any defaults which may otherwise arise or result from the failure to timely deliver such financial statements and SEC reports for time periods prior to September 30, 2008; (d) waives any defaults which may otherwise arise or result from any representation or warranty made or deemed made with respect to the previously delivered financial statements which are the subject of the restatement and the related SEC reports; and (e) waives any defaults which may otherwise arise or result from any covenant requiring the filing of the SEC reports (with the SEC) prior to September 30, 2008.

(THE SIGNATURE PAGE FOLLOWS.)

(Signature page to the February 11, 2008 letter to Bell Microproducts Inc.)

Very truly yours,

2000 INVESTOR:

	THE RETIREMENT SYSTEMS OF ALABAMA, on behalf of itself and as agent for, and on behalf of, TEACHERS’ RETIREMENT SYSTEMS OF ALABAMA, EMPLOYEES’ RETIREMENT SYSTEMS OF ALABAMA, JUDICIAL RETIREMENT FUND, PEIRAF-DEFERRED COMPENSATION PLAN, PUBLIC EMPLOYEES INDIVIDUAL RETIREMENT ACCOUNT FUND and STATE EMPLOYEES’ HEALTH INSURANCE FUND
	By:	/s/ David G. Bronner
	Name: David G. Bronner
	Title:	Chief Executive Officer
2006 INVESTOR:
	THE TEACHERS’ RETIREMENT SYSTEM OF ALABAMA
	By:	/s/ David G. Bronner
	Name:	David G. Bronner
	Title:	Chief Executive Officer
	THE EMPLOYEES’ RETIREMENT SYSTEM OF ALABAMA
	By:	/s/ David G. Bronner
	Name: Title:	David G. Bronner Chief Executive Officer
2007 LENDER:
	THE TEACHERS’ RETIREMENT SYSTEM OF ALABAMA
	By:	/s/ David G. Bronner
	Name: Title:	David G. Bronner Chief Executive Officer
	THE EMPLOYEES’ RETIREMENT SYSTEM OF ALABAMA
	By:	/s/ David G. Bronner
	Name: Title:	David G. Bronner Chief Executive Officer

EX-10.4

EXHIBIT 10.4

EXECUTION COPY

SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED
CREDIT AND SECURITY AGREEMENT

     This SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT, dated as of February 12, 2008 (this “Amendment”), is entered into by and among:

     (i) BELL MICROPRODUCTS FUNDING CORPORATION, a Delaware corporation, as borrower (the “Borrower”);

     (ii) BELL MICROPRODUCTS INC., a California corporation, as servicer (the “Servicer”);

     (iii) VARIABLE FUNDING CAPITAL COMPANY LLC, a Delaware limited liability company, as a Lender (“VFCC”);

     (iv) WACHOVIA BANK, NATIONAL ASSOCIATION (“Wachovia”), as agent for the Lenders (the “Agent”) and as Lender Group Agent and Liquidity Bank for the Lender Group of which VFCC is a party; and

     (v) GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), as a Lender and as Lender Group Agent and Liquidity Bank for the Lender Group of which GECC is a party.

     Capitalized terms used but not otherwise defined herein have the respective meanings set forth in the Credit and Security Agreement (as defined below).

BACKGROUND

     WHEREAS, the parties hereto have entered into that certain Second Amended and Restated Credit and Security Agreement, dated as of May 14, 2007 (as amended, restated, supplemented or otherwise modified to the date hereof, the “Credit and Security Agreement”);

     WHEREAS, the parties hereto desire to amend the Credit and Security Agreement in certain respects as provided herein; and

     WHEREAS, in connection with this Amendment, the Borrower will enter into amended and restated Fee Letters, dated as of the date hereof, with each of (i) the members of the VFCC Group and (ii) the members of the GECC Group (such amended and restated fee letters, each an “A&R Fee Letter” and together, the “A&R Fee Letters”);

     NOW THEREFORE, in consideration of the premises and the other mutual covenants contained herein, the parties hereto agree as follows:

     SECTION 1. Amendments. The Credit and Security Agreement is amended as follows:

     (a) The last sentence of Section 7.1(a)(i) of the Credit and Security Agreement is amended and restated in its entirety as follows:

“Notwithstanding the foregoing, the Servicer shall deliver its annual audited financial statements for its 2006 and 2007 fiscal years on or before September 30, 2008.”

     (b) Sections 7.1(a)(xii), 9.1(t), 9.1(u), 9.1(v) and 9.1(z) of the Credit and Security Agreement are each amended by deleting the date “March 17, 2008” where it appears therein and substituting the date “September 30, 2008” therefor.

     (c) Clause (ii) of the first sentence of the definition of “LIBO Rate” set forth in Exhibit I to the Credit and Security Agreement is amended and restated in its entirety as follows:

“(ii) on any day (A) prior to the occurrence of a Delisting Event, (x) prior to November 28, 2008, 1.50% per annum, and (y) at all times on and after November 28, 2008, 2.40% per annum, and (B) from and after the date on which any Delisting Event occurs, (x) prior to November 28, 2008, 2.25% per annum, and (y) at all times on and after November 28, 2008, 2.40% per annum”

     SECTION 2. Representations and Warranties. Each of the Borrower and the Servicer hereby represents and warrants that:

     (a) all representations and warranties of such Person set forth in the Credit and Security Agreement (as amended hereby) are true and correct as of the date hereof (unless stated to relate solely to an earlier date, in which case such representations and warranties were true and correct as of such earlier date);

     (b) no Amortization Event or Unmatured Amortization Event has occurred and is continuing as of the date hereof;

     (c) the execution and delivery by such Person of this Amendment and such Person’s performance of its obligations under the Credit and Security Agreement (as amended hereby) are within its corporate powers and have been duly authorized by all necessary corporate action on its part, and

     (d) each of this Amendment, the Credit and Security Agreement (as amended hereby) and, with respect to the Borrower, each A&R Fee Letter is the valid and legally binding obligation of such Person, enforceable against such Person in accordance with its terms.

     SECTION 3. Conditions to Effectiveness. This Amendment shall be effective as of the date hereof upon the later to occur of (a) receipt by the Agent and each of the Lender Group Agents of counterparts to this Amendment and the A&R Fee Letters (or copies thereof) duly executed by each of the other parties hereto and thereto (as applicable) and (b) the Borrower’s payment in full to each Lender Group Agent of the Amendment Fee (as defined in the applicable A&R Fee Letter) due to such Lender Group Agent pursuant to the applicable A&R Fee Letter.

     SECTION 4. Effect of Amendment; Ratification. Except as specifically amended hereby, the Credit and Security Agreement shall remain in full force and effect. This Amendment shall neither (i) constitute a novation of the Credit and Security Agreement, but shall constitute an amendment thereof nor (ii) operate as a waiver of any right, power or remedy

2

of the Agent or any of the Lender Group Agents or any other Secured Party under the Credit Agreement or any of the other Transaction Documents. Upon the effectiveness of this Amendment, each reference in the Credit and Security Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to the Credit and Security Agreement as amended hereby, and each reference to the Credit and Security Agreement in any other Transaction Document or any other document, instrument or agreement, executed and/or delivered in connection with any Transaction Document shall mean and be a reference to the Credit and Security Agreement as amended hereby.

     SECTION 5. Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

     SECTION 6. Counterparts; Delivery. This Amendment may be executed in any number of counterparts, and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Amendment.

     SECTION 7. Headings. The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof

     SECTION 8. GOVERNING LAW. THIS AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW.

     SECTION 9. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AMENDMENT, THE CREDIT AND SECURITY AGREEMENT, ANY DOCUMENT EXECUTED BY ANY LOAN PARTY PURSUANT HERETO OR THERETO OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

[Signature pages follow.]

3

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the date hereof.

BELL MICROPRODUCTS FUNDING CORPORATION
as Borrower
By:	/s/ Karl Steffen
Name:	Karl Steffen
Title:	Chief Financial Officer
BELL MICROPRODUCTS INC.
as Servicer
By:	/s/ James E. Illson
Name:	James E. Illson
Title:	Chief Operating Officer and President — Americas

2^nd Amendment to 2^nd A&R CSA

S-1

VARIABLE FUNDING CAPITAL COMPANY LLC
as a Lender
By:	Wachovia Capital Markets, LLC, as Attorney-in-Fact
By:	/s/ Douglas R. Wilson, Sr.
Name:	Douglas R. Wilson, Sr.
Title:	Director
WACHOVIA BANK, NATIONAL ASSOCIATION as a Liquidity Bank, as Lender Group Agent for the Lender Group of which VFCC is a member and as Agent
By:	/s/ Michael J. Landry
Name:	Michael J. Landry
Title:	Vice President

2^nd Amendment to 2^nd A&R CSA

S-2

GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender, as Lender Group Agent for the Lender Group of which GECC is a member, as a Liquidity Bank and as a Conduit
By:	/s/ David C. Johnson
Name:	David C. Johnson
Title:	Duly Authorized Signatory

2^nd Amendment to 2^nd A&R CSA

S-3

EX-99.1

Exhibit 99.1

Bell Microproducts Announces Receipt of Waivers
From Its Major Lenders

SAN JOSE, Calif., Feb. 13, 2008 (PRIME NEWSWIRE) — Bell Microproducts Inc. (Nasdaq:BELM) today announced that it has received waivers under all of the Company’s major lending agreements. Wachovia Capital Finance Corporation, Wachovia Bank, Bank of America, and the Retirement Systems of Alabama, have all agreed to waive the company’s obligation to provide audited financial statements through September 30, 2008, and, where applicable, the requirement that the Company remain listed on NASDAQ.

W. Donald Bell, President and Chief Executive Officer of Bell Microproducts, said, “We appreciate that our lenders value our long-term relationships and are supportive of us during this period as we work diligently to regain compliance with all of our filing requirements.”

About Bell Microproducts

Bell Microproducts is an international, value-added distributor of a wide range of high-tech products, solutions and services, including storage systems, servers, software, computer components and peripherals, as well as maintenance and professional services. An industry-recognized specialist in storage products, this Fortune 1000 company is one of the world’s largest storage-centric value-added distributors.

Bell Microproducts is uniquely qualified with deep technical and application expertise to service a broad range of information technology needs. From design to deployment, its products are available at any level of integration, from components to subsystem assemblies and fully-integrated, tested and certified system solutions. More information can be found in the Company’s SEC filings, or by visiting the Bell Microproducts Web site at http://www.bellmicro.com.

Safe Harbor Statement

This release contains forward-looking statements that are based on the current opinions and estimates of management, and speak only as of the date on which they are made. Such forward-looking statements include, but are not limited to, the ability of the Company to work diligently, with its outside accounting consultants, to complete the review of certain historical accounting practices regarding reserves, accruals and estimates and determine if adjustments are required, and if so, the amounts thereof; and the ability of the Company to remain listed on the NASDAQ Global Market.

Bell Microproducts	Page 2 of 2
February 13, 2008

Actual results could differ materially from such statements as a result of many risks and uncertainties, including, but not limited to: the requirement that adjustments in addition to those that have already been identified be made; the preliminary estimates of accounting adjustments are not accurate; other errors in the Company’s accounting could be identified resulting in additional adjustments; the adjustments related to the Company’s current review of its historical accounting for reserves, accruals, and other accounting estimates could be significant and/or material; the special committee could come into possession of additional evidence that alters its conclusions; the review by the special committee may take longer than currently anticipated; that the additional remedial measures, if any, taken by the special committee could divert management time and attention from the operations of the Company; the Company may not be able to diligently complete the restatements in a timely manner and thereby significantly delay the time in which the Company becomes current with its SEC periodic reporting obligations; one or more of our lenders may not provide additional waivers, if necessary, beyond September 30, 2008; that the Company’s common stock will no longer continue to remain listed on the NASDAQ Global Market; and the costs incurred by the Company in 2008 for extraordinary legal, accounting, and other professional fees related to the restatement may be significant. Investors should also take into account the risks described in the Company’s periodic reports filed with the SEC when making investment decisions. Investors are cautioned not to place undue reliance on these forward-looking statements, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE Bell Microproducts Inc. — 02/13/08

CONTACT:
Rob Damron, Investor Relations Representative of Bell Microproducts Inc.,
+1-414-224-1668, ir@bellmicro.com

Web site: http://www.bellmicro.com