AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1

AMENDED AND RESTATED CREDIT AGREEMENT

among

BELL MICROPRODUCTS INC.,

as Borrower,

and

THE TEACHERS’ RETIREMENT SYSTEM OF ALABAMA,

for Itself and as Agent

THE EMPLOYEES’ RETIREMENT SYSTEM OF ALABAMA

JUDICIAL RETIREMENT FUND,

PEIRAF-DEFERRED COMPENSATION PLAN,

and

PUBLIC EMPLOYEES INDIVIDUAL RETIREMENT ACCOUNT FUND

(collectively, the “Lenders”)

Effective as of June 30, 2008

TABLE OF CONTENTS

AMENDED AND RESTATED CREDIT AGREEMENT

          This Amended and Restated Credit Agreement (this “ Agreement ”) is made effective as of June 30, 2008 (the “ Effective Date ”), by and among The Teachers’ Retirement System of Alabama (“ Teachers’ Retirement System ”), The Employees’ Retirement System of Alabama (“ Employees’ Retirement System ”), Judicial Retirement Fund , PEIRAF-Deferred Compensation Plan , and Public Employees Individual Retirement Account Fund , (each, a “ Lender ” and collectively, the “ Lenders ”), Teacher’s Retirement System , as Agent for the Lenders (the “ Agent ”) and Bell Microproducts Inc. , a California corporation (the “ Borrower ”).

R E C I T A L S

          A. Borrower and the Lenders, including the Agent, are parties to that certain Securities Purchase Agreement, dated as of July 6, 2000 (the “ 2000 Credit Agreement ”), pursuant to which, among other things, Borrower issued to Lenders certain senior subordinated long term promissory notes in the aggregate original principal amount of $100,000,000 (collectively, the “ 2000 Long Term Notes ”). Except as described in Recital C below, Borrower’s obligations under the 2000 Credit Agreement and the 2000 Long Term Notes are secured by security interests in all Collateral owned by Borrower and described in that certain Security Agreement by Borrower in favor of the Agent, as agent for the Lenders, dated as of July 6, 2000 (the “ 2000 Security Agreement ”).

          B. In addition to the foregoing, Borrower and Teachers’ Retirement System and Employees’ Retirement System (collectively, the “ Revolving Lenders ”) are parties to that certain Revolving Credit Agreement, dated as of January 30, 2007 (the “ 2007 Credit Agreement ”), pursuant to which Borrower issued to the Revolving Lenders certain senior subordinated revolving notes in the aggregate original principal amount of $30,000,000 (collectively, the “ 2007 Revolving Notes ”). Except as described in Recital C below, Borrower’s obligations under the 2007 Credit Agreement and the 2007 Revolving Notes are secured by (i) security interests in all Collateral owned by Borrower and described in that certain Security Agreement by Borrower in favor of the Revolving Lenders, dated as of January 30, 2007, and (ii) security interests in all Collateral owned by Total Tec Systems, Inc., a New Jersey corporation and wholly-owned subsidiary of the Borrower (“ Total Tec ”) and described in that certain Security Agreement by Total Tec in favor of the Revolving Lenders, dated as of January 30, 2007 (collectively, the “ 2007 Security Agreements ”).

          C. At Borrower’s request, the Lenders released their respective security interests in all Accounts of the Borrower, in order to permit Borrower to enter into the transactions contemplated by the Wachovia Bank Group Senior ABS Agreement described below. In order to induce the Lenders and the Agent to enter into this Agreement, Borrower has agreed to obtain all necessary consents and approvals that may be required in order to grant to Lenders and the Agent a second priority lien and security agreement in and to all Accounts of the Borrower by a certain date (and, if unable to do so, to pay an additional fee), all as more particularly described below.

          D. As of the Effective Date, the aggregate principal balance outstanding under the 2000 Long Term Notes is $26,650,000, and the aggregate principal balance outstanding under the 2007 Revolving Notes is $30,000,000.

          E. Borrower has requested that the indebtedness outstanding under the 2000 Long Term Notes and the 2007 Revolving Notes (sometimes collectively referred to as the “ Existing Notes ”) be consolidated and restructured to, among other things, modify the maturity date with respect to certain of the indebtedness evidenced thereby, and to modify the interest rate and certain of the payment terms with respect thereto.

          F. Lenders are willing to modify the payment terms with respect to the Existing Notes in the manner requested by Borrower, subject , however , to the terms, conditions and limitations set forth herein.

          G. In order to provide for the matters set forth in paragraph F. above, Lenders, Agent and Borrower have agreed to consolidate the terms and conditions set forth in the 2000 Credit Agreement and the 2007 Credit Agreement (sometimes collectively referred to as the “ Existing Agreements ”) and to amend and restate the Existing Agreements in their entirety on the terms, conditions and limitations set forth in this Agreement, which is intended by the parties to completely amend, restate and supersede each of the Existing Agreements and, from and after the Effective Date, to govern the relationship of the parties with regard to the matters set forth herein.

          H. The parties have had the opportunity to consult with, and obtain the representation and advice of, their respective legal counsel with regard to the terms and conditions of this Agreement, and each party has had the opportunity to participate fully in the drafting of this Agreement.

          ACCORDINGLY, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

ARTICLE 1. DEFINITIONS AND ACCOUNTING TERMS

      1.1 Defined Terms . In addition to the terms defined elsewhere in this Agreement, the following terms shall have the meanings set out respectively after each:

     “ 2000 Credit Agreement ” shall have the meaning set forth in the Recitals to this Agreement.

     “ 2000 Long Term Notes ” shall have the meaning set forth in the Recitals to this Agreement.

     “ 2000 Security Agreement ” shall have the meaning set forth in the Recitals to this Agreement.

     “ 2007 Credit Agreement ” shall have the meaning set forth in the Recitals to this Agreement.

     “ 2007 Revolving Notes ” shall have the meaning set forth in the Recitals to this Agreement.

     “ 2007 Security Agreements ” shall have the meaning set forth in the Recitals to this Agreement.

     “ Accounts ” shall mean all “accounts”, as defined in Article 9 of the Uniform Commercial Code, as in effect in the State of Alabama from time to time (the “ Alabama UCC ”), together with all proceeds and products thereof, wherever located and whether now owned or acquired at any time hereafter.

     “ Affiliate ” shall mean, with respect to any Person, (a) each Person that, directly or indirectly, owns or controls, whether beneficially or as a trustee, guardian or other fiduciary, five percent (5%) or more of any class of capital stock of such Person, (b) each Person that controls, is controlled by or is under common control with such Person or any Affiliate of such Person or (c) each of such Person’s employees, officers, directors, joint venturers and partners; provided , however , that in no case shall the Agent or any Lender be deemed to be an Affiliate of the Borrower for purposes of this Agreement. For the purpose of this definition, “control” of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise.

     “ Alternative Financial Statements ” shall have the meaning set forth in Section 4.1(g) of this Agreement.

     “ Anti-Terrorism Laws ” shall mean any Governmental Rule of the United States or any State within the U.S. relating to terrorism or money laundering, applicable to any Lender, the Borrower or any Subject Subsidiary, including, Executive Order No. 13224 and the USA Patriot Act.

     “ Business Day ” shall mean any day (a) which is not a Saturday or Sunday, and (b) on which commercial banks are not authorized or required to close in San Francisco, California or Montgomery, Alabama.

     “ Capital Asset ” shall mean, with respect to any Person, tangible property owned or leased (in the case of a Capital Lease) by such Person, or any expense incurred by any Person that is required by GAAP to be reported as an asset on such Person’s balance sheet.

     “ Capital Leases ” shall mean any and all lease obligations that, in accordance with GAAP, are required to be capitalized on the books of a lessee.

     “ Closing Date ” shall mean the date on which this Agreement has been executed and delivered by all parties and all conditions set forth in Article 4 shall have been satisfied or effectively waived by the Lenders and the Agent.

     “ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time.

     “ Collateral ” shall mean all property in which the Lenders have a Lien to secure the Obligations, pursuant to the Security Agreements.

     “ Contractual Obligation ” of any Person shall mean, any material indenture, note, security, deed of trust, mortgage, security agreement, lease, guaranty, instrument, contract, agreement or other form of obligation to which such Person is a party or by which such Person or any of its property is bound.

     “ Default ” shall mean any event or circumstance not yet constituting an Event of Default which with the giving of any notice or the lapse of any period of time or both, would become an Event of Default.

     “ Default Rate ” shall mean the per annum rate of interest that is 3.0% in excess of the Interest Rate.

     “ Dollars ” and “ $ ” shall mean the lawful currency of the United States of America and, in relation to any payment under this Agreement, same day or immediately available funds.

     “ Environmental Laws ” means all Requirements of Law relating to the protection of human health or the environment, including, without limitation, (a) all Requirements of Law pertaining to reporting, licensing, permitting, investigation, and remediation of emissions, discharges, releases, or threatened releases of hazardous materials, chemical substances, pollutants, contaminants, or hazardous or toxic substances, materials or wastes whether solid, liquid, or gaseous in nature, into the air, surface water, groundwater, or land, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of chemical substances, pollutants, contaminants, or hazardous or toxic substances, materials, or wastes, whether solid, liquid, or gaseous in nature; and (b) all Requirements of Law pertaining to the protection of the health and safety of employees or the public.

     “ Event of Default ” shall have the meaning given to that term in Section 7.1 .

     “ Existing Agreements ” shall mean the 2000 Credit Agreement and the 2007 Credit Agreement.

     “ Existing Indebtedness ” shall have the meaning set forth in Section 2.1 hereof.

     “ Existing Notes ” shall mean the 2000 Long Term Notes and the 2007 Revolving Notes.

     “ Federal Reserve Board ” shall mean the Board of Governors of the Federal Reserve System.

     “ Final Maturity Date ” shall mean December 1, 2013.

     “ Financial Statements ” shall mean, with respect to any accounting period for any Person, statements of income and of changes in cash flow of such Person for such period, and balance sheets of such Person as of the end of such period, setting forth in each case in comparative form figures for the corresponding period in the preceding fiscal year if such period is less than a full

fiscal year or, if such period is a full fiscal year, corresponding figures from the preceding annual audit, all prepared in reasonable detail and in accordance with GAAP.

     “ GAAP ” shall mean generally accepted accounting principles and practices as in effect in the United States of America from time to time, consistently applied.

     “ Governmental Authority ” shall mean any domestic or foreign national, state or local government, any political subdivision thereof, any department, agency, authority or bureau of any of the foregoing, or any other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

     “ Governmental Charges ” shall mean all taxes, levies, assessments, fees, claims or other charges imposed by any Governmental Authority upon or relating to (i) the Borrower, (ii) employees, payroll, income or gross receipts of the Borrower, (iii) the ownership or use of any of its assets by the Borrower or (iv) any other aspect of the business of the Borrower.

     “ Governmental Rule ” shall mean any material law, rule, regulation, ordinance, order, code interpretation, judgment, decree, directive, guidelines, policy or similar form of decision of any Governmental Authority.

     “ Indebtedness ” of any Person shall mean and include (a) all items of indebtedness and liabilities which, in accordance with GAAP, would be included in determining liabilities that are shown on the liability side of the balance sheet of such Person, (b) all indebtedness and liabilities of other Persons assumed or guaranteed by such Person or in respect of which such Person is secondarily or contingently liable whether by any agreement to acquire indebtedness and liabilities or to supply or advance funds or otherwise, and (c) all indebtedness and liabilities of other Persons secured by any Lien in any property of such Person (including without limitation Capital Leases).

     “ Indemnitees ” shall have the meaning given to that term in Section 11.3 .

     “ Interest Rate ” shall mean the fixed rate of interest equal to 9% per annum.

     “ Lender ” or “ Lenders ” shall mean the Lender or Lenders identified on the first page of this Agreement, and their respective successors and assigns.

     “ Lien ” shall mean, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance in, of, or on such property or the income therefrom, including, without limitation, the interest of a vendor or lessor under a conditional sale agreement, Capital Lease or other title retention agreement, or any agreement to provide any of the foregoing, and the filing of any financing statement or similar instrument under the Uniform Commercial Code or comparable law of any jurisdiction.

     “ Margin Stock ” shall have the meaning given to that term in Regulation U issued by the Federal Reserve Board, as amended from time to time, and any successor regulation thereto.

     “ Material Adverse Effect ” shall mean a material adverse effect on (a) the business, assets, operations, prospects or financial or other condition of the Borrower; (b) the ability of the Borrower to pay or perform the Obligations in accordance with the terms of this Agreement and the other Transaction Documents; or (c) the rights and remedies of the Lenders under this Agreement, the other Transaction Documents or any related document, instrument or agreement.

     “ Net Worth ” shall mean, with respect to any Person at any time, the remainder at such time, determined on a consolidated basis in accordance with GAAP, of (a) the total assets of such Person and its Subsidiaries minus (b) the total liabilities of such Person and its Subsidiaries.

     “ Notes ” shall mean collectively the Amended and Restated Senior Subordinated Term Notes issued by the Borrower to the Lenders dated the date hereof in the aggregate original principal amount of $56,650,000.

     “ Obligations ” shall mean and include any and all debts, obligations and liabilities of Borrower to the Lenders or any one or more of them (whether now existing or hereafter arising, voluntary or involuntary, whether or not jointly owed with others, direct or indirect, absolute or contingent, liquidated or unliquidated, and whether or not from time to time decreased or extinguished and later increased, created or incurred), under or arising out of, or in connection with or under this Agreement or any other Transaction Document, including without limitation, all principal, interest (including any interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), all reimbursement obligations, fees, expenses, indemnification and reimbursement payments, costs and expenses (including all fees and expenses of counsel to, and accountants engaged by, Lenders incurred in connection with the transactions contemplated by this Agreement or any other Transaction Document, and including all costs of enforcement of the Obligations hereunder or under any Transaction Document), together with all renewals, extensions, modifications or refinancings thereof.

     “ Permitted Dividend ” shall mean and include:

     (a) Dividends payable solely in the common stock of the Borrower (and cash paid in lieu of fractional shares in connection therewith); and

     (b) Repurchases of employee stock pursuant to repurchase agreements.

     “ Permitted Indebtedness ” shall mean and include:

     (a) Senior Indebtedness, that may be outstanding from time to time;

     (b) the Obligations;

     (c) other amounts owed by the Borrower to the Lenders or the Lenders’ affiliates;

     (d) Indebtedness to subcontractors and trade creditors incurred in the ordinary course of business;

     (e) Indebtedness under operating leases;

     (f) Indebtedness of any Subsidiary of the Borrower to the Borrower arising from the extension by the Borrower to such Subsidiary of working capital financing;

     (g) Indebtedness arising from the endorsement of instruments in the ordinary course of business;

     (h) Indebtedness of the Borrower under Rate Contracts, provided, that (A) all such arrangements are entered into in connection with bona fide hedging operations and not for speculation and (B) the aggregate net amount owed by the Borrower under, on account of or otherwise in connection with such Rate Contracts does not exceed $50,000,000 (marked to market) at any time; and

     (i) Other Indebtedness whether secured or unsecured, and including Indebtedness under Capital Leases, purchase money Indebtedness and any other Indebtedness of any kind, incurred in the ordinary course of Borrower’s business, but only to the extent that the aggregate outstanding amount of all Indebtedness of the Borrower and its Subsidiaries, determined on a consolidated basis, described in clauses (a), (b), (c), (h) and (i) of this definition, does not exceed the maximum amount thereof set forth in Sections 6.2(a) and 6.2(b) of this Agreement.

     “ Permitted Liens ” shall mean and include:

     (a) Liens for taxes or other Governmental Charges not at the time delinquent or thereafter payable without penalty or being contested in good faith, provided provision is made to the reasonable satisfaction of the Agent for the eventual payment thereof if subsequently found payable;

     (b) Liens of carriers, warehousemen, mechanics, materialmen, vendors, and landlords incurred in the ordinary course of business for sums not overdue or being contested in good faith;

     (c) Deposits under workers’ compensation, unemployment insurance and social security laws or to secure the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or to secure statutory obligations of surety or appeal bonds or to secure indemnity, performance or other similar bonds in the ordinary course of business;

     (d) Liens arising out of a judgment or award not exceeding $500,000 (exclusive of any amounts covered by insurance issued by a Person not an Affiliate of the Borrower) with respect to which an appeal is being prosecuted, a stay of execution pending appeal having been secured;

     (e) Liens securing purchase money Indebtedness if such Indebtedness is Permitted Indebtedness and such Liens do not extend to any property other than the property directly financed with such Indebtedness;

     (f) Liens securing obligations under a Capital Lease if such lease is Permitted Indebtedness and such Liens do not extend to any property other than the property leased under such Capital Lease;

     (g) Liens securing Senior Indebtedness;

     (h) Leases, subleases, licenses and sublicenses granted to the Borrower the granting of which is not prohibited pursuant to the definition of Permitted Indebtedness;

     (i) Liens in favor of customs and revenue authorities which secure payment of duties in connection with the importation of goods which are not yet due and payable;

     (j) Liens existing on property acquired by the Borrower or any of its Subsidiaries at the time of such acquisition (including Liens on the assets of any Person at the time such Person becomes a Subsidiary of the Borrower), but only to the extent that the Indebtedness evidenced or secured by such Liens constitutes Permitted Indebtedness at the time of such acquisition;

     (k) Liens on insurance policies and the proceeds thereof incurred solely to secure the financing of premiums owing with respect thereto, but only to the extent that the Indebtedness being financed constitutes Permitted Indebtedness;

     (l) Liens in favor of the Borrower;

     (m) Liens in favor of the Agent or any Lender and/or the Lenders’ affiliates; and

     (n) In the case of real property, such minor defects, irregularities, encumbrances, easements, rights of way, and clouds on title as normally exist on similar properties which do not, individually or in the aggregate, materially impair the property affected thereby or the use thereof.

     “ Person ” shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, an unincorporated association, a limited liability company, a joint venture, a trust or other entity.

     “ Rate Contracts ” shall mean swap agreements (as that term is defined in Section 101 of the Federal Bankruptcy Reform Act of 1978, as amended) and any other agreements or arrangements designed to provide protection against fluctuations in interest or currency exchange rates.

     “ Requirement of Law ” applicable to any Person shall mean (a) the Articles or Certificate of Incorporation and Bylaws, Partnership Agreement or other organizational or governing documents of such Person, (b) any Governmental Rule applicable to such Person, (c) any material license, permit, approval or other authorization granted by any Governmental Authority to or for the benefit of such Person and (d) any material judgment, decision or determination of any Governmental Authority or arbitrator, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

     “ Revolving Lenders ” shall have the meaning set forth in the Recitals to this Agreement.

     “ Security Agreements ” shall mean the (i) the 2000 Security Agreement, (ii) the 2007 Security Agreements, and (iii) the Security Agreements described in Section 2.4 hereof, between the Borrower and the Subject Subsidiaries and the Agent and/or the Lenders, as the same may be amended, supplemented or otherwise modified from time to time.

     “ Security Documents ” means the Security Agreements and any financing statements (including amendments thereto and continuation statements thereof), together with any other documents or agreements, now or hereafter in effect, which secure the payment and performance of the Obligations of the Borrower hereunder and under the Notes.

     “ Senior Indebtedness ” means (a) all indebtedness, liabilities and obligations of the Borrower outstanding as of the Effective Date and incurred under and pursuant to the Second Amended and Restated Credit and Security Agreement, dated as of May 14, 2007, among the Borrower, Bell Microproducts Funding Corporation, a Delaware corporation, Variable Funding Capital Company, LLC, Wachovia Bank, National Association, as agent, and the Conduit Lenders, GECC Agent, the Liquidity Banks, the Lender Group Agents and the Lender Group (as such terms are defined therein) (the “ Wachovia Bank Group Senior ABS Agreement ”), as the same may have been amended through the Effective Date, (b) all Indebtedness, liabilities and obligations outstanding as of the Effective Date and incurred under and pursuant to the Loan and Security Agreement by and among the Borrower, certain of its Subsidiaries as borrowers and guarantors, Wachovia Capital Finance Corporation (Western), formerly known as Congress Financial Corporation (Western), as administrative, collateral and syndication agent for the financial institutions from time to time party thereto as lenders, as the same may have been amended through the Effective Date (the “ Wachovia Bank Group Senior ABL Agreement ”), (c) all Indebtedness, liabilities and obligations that may hereafter be incurred under any other credit or financing agreement that may be entered into by the Borrower after the Effective Date with the prior written consent of the Agent and the Lenders and that is secured by Collateral of the Borrower, the security interest in which the Agent and the Lenders agree in writing shall be senior to the security interest of the Agent and the Lenders under the Security Agreements and the other Security Documents, and (d) any extension, renewal, refunding or refinancing of any of the Indebtedness described in clauses (a), (b) or (c) above; provided , that any increase in the principal amounts of any such Indebtedness incurred in connection with any extension, renewal, refunding or refinancing of any of the above-described Indebtedness shall not constitute Senior Indebtedness unless, at the time of such extension, renewal, refunding or refinancing, no Event of Default or Default then exists and, on a pro forma basis (assuming the full funding of such increased principal Indebtedness), the financial covenants contained in Sections 6.2(a), 6.2(g) and 6.2(h) are satisfied.

     “ Senior Indebtedness Documents ” means each of the agreements, instruments or other documents evidencing or governing Senior Indebtedness, as the same may exist from time to time.

     “ Senior Lenders ” shall mean any lenders (whether one or more) who are providing Senior Indebtedness.

     “ Subject Subsidiary/ies ” means all Subsidiaries of the Borrower organized under the laws of any state in the United States, any province of Canada or any political jurisdiction of any country in South America, except for (i) Bell Microproducts Europe, Inc., a California corporation, and (ii) Bell Microproducts Funding Corporation, a Delaware corporation.

     “ Subordination Agreements ” means any and all subordination agreements heretofore executed by any one or more of the Lenders in favor of the holders of Senior Indebtedness with respect to the Existing Indebtedness, together with the new subordination agreements to be executed and delivered by the Lenders contemporaneously with the execution and delivery of this Agreement.

     “ Subsidiary ” of any Person shall mean (a) any corporation of which more than 50% of the issued and outstanding capital stock having ordinary voting power to elect a majority of the Board of Directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries, (b) any partnership, joint venture, limited liability company or other association of which more than 50% of the equity interest having the power to vote, direct or control the management of such partnership, joint venture or other association is at the time owned and controlled by such Person, by such Person and one or more of the other Subsidiaries or by one or more of such Person’s other Subsidiaries and (c) any other Person included in the Financial Statements of such Person on a consolidated basis.

     “ Total Tec ” shall have the meaning set forth in the Recitals to this Agreement.

     “ Transaction Documents ” shall mean this Agreement, the Notes and the Security Agreements.

     “ USA Patriot Act ” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub.L. No. 107-56, 115 Stat. 272 (2001), as the same has been, or shall hereafter be, renewed, extended amended or replaced.

     “ Wachovia Bank Group Senior ABL Agreement ” has the meaning set forth in the definition of “Senior Indebtedness.”

     “ Wachovia Bank Group Senior ABS Agreement ” has the meaning set forth in the definition of “Senior Indebtedness.”

      1.2 GAAP . Unless otherwise indicated in this Agreement, all accounting terms used in this Agreement shall be construed, and all accounting and financial computations hereunder shall be computed, in accordance with GAAP. If GAAP changes during the term of this Agreement such that any covenants contained herein would then be calculated in a different manner or with different components, the Borrower, the Agent and the Lenders agree to negotiate in good faith to amend this Agreement in such respects as is necessary to conform those covenants as criteria for evaluating the Borrower’s financial condition to substantially the same criteria as were effective prior to such change in GAAP; provided, however, that, until the

Borrower, the Agent and the Lenders so amend this Agreement, all such covenants shall be calculated in accordance with GAAP as in effect immediately prior to such change.

      1.3 Headings . Headings in this Agreement are for convenience of reference only and are not part of the substance hereof.

      1.4 Plural Terms . All terms defined in this Agreement in the singular form shall have comparable meanings when used in the plural form and vice versa.

      1.5 Time . All references in this Agreement to a time of day shall mean Montgomery, Alabama time, unless otherwise indicated.

      1.6 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama without reference to conflicts of law rules.

      1.7 Construction . This Agreement is the result of negotiations among, and has been reviewed by, the Borrower, the Agent and the Lenders and their respective counsel. Accordingly, this Agreement shall be deemed to be the product of all parties hereto, and no ambiguity shall be construed in favor of or against the Borrower, the Agent or the Lenders.

      1.8 Calculation of Interest and Fees. All calculations of interest and fees under this Agreement for any period (a) shall include the first day of such period and exclude the last day of such period and (b) shall be calculated on the basis of actual days elapsed in a 360 day year.

      1.9 Other Interpretive Provisions . References in this Agreement to “Recitals,” “Articles,” “Sections,” “Paragraphs,” Subparagraphs,” “Exhibits” and “Schedules” are to recitals, articles, sections, paragraphs, subparagraphs, exhibits and schedules herein and hereto unless otherwise indicated. References in this Agreement to any document, instrument or agreement (a) shall include all exhibits, schedules and other attachments thereto, (b) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (c) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The words “include” and “including” and words of similar import when used in this Agreement shall not be construed to be limiting or exclusive.

ARTICLE 2. TERMS OF LENDING

      2.1 Outstanding Borrowings Under the Existing Agreements . Borrower, the Agent and the Lenders hereby acknowledge and agree that, as of the Effective Date, the aggregate outstanding principal balance under the Existing Notes is $56,650,000.00 (the “ Existing Indebtedness ”), and that all accrued interest, fees and other charges under the Existing Notes and the Existing Agreements, in each case accrued through and including June 29, 2008, have been paid to