AMENDED AND RESTATED CREDIT AGREEMENT

This Second Amendment to the Amended and Restated Credit Agreement (the “ Second Amendment ”), dated as of February 24, 2009, 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 ”).

A.           Borrower and the Lenders, including the Agent, are parties to that certain Amended and Restated Credit Agreement, dated as of June 30, 2008, as amended by the First Amendment thereto dated as of December 23, 2008 (the “ Credit Agreement ”).

B.           Borrower has requested that Lenders agree to modify certain terms contained in the Credit Agreement and Lenders are willing to do so, but only on the terms and subject to the conditions and limitations set forth herein.

C.           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.

NOW, THEREFORE, 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:

1.   Defined Terms .  All terms used in this Second Amendment shall have the same meaning as used in the Credit Agreement.

2.   Deletion of “Net Worth.”   The definition of the term “Net Worth” set forth in Section 1.1 of the Credit Agreement is hereby deleted in its entirety.

3.   Additional Defined Terms.   The following defined terms shall be added to Section 1.1 of the Credit Agreement:

“‘ Consolidated EBITDA ’ shall mean, as to any Person, with respect to any period, an amount equal to:  (a) the Net Income of such Person and its Subsidiaries for such period on a consolidated basis determined in accordance with GAAP, plus (b) depreciation, amortization and other non-cash charges (including, but not limited to, imputed interest and deferred compensation) of such Person and its Subsidiaries for such period (to the extent deducted in the computation of Net Income), all in accordance with GAAP, plus (c) Interest Expense of such Person and its Subsidiaries for such period (to the extent deducted in the computation of Net Income), plus (d) the provision for Federal, State, local and foreign income taxes payable by such Person or its Subsidiaries for such period (to the extent deducted in the computation of Net Income), plus (e) restructuring charges for the downsizing of the business of Borrower and its Subsidiaries in an aggregate sum not to exceed (i) $3,000,000 for periods ending on or before September 30, 2009, or (ii) for periods ending after September 30, 2009, the sum of $3,000,000 minus the amount of such restructuring charges incurred after September 30, 2008, but prior to the beginning of such period.

“‘ Fixed Charge Coverage Ratio ’ shall mean, as to any Person for any period, the ratio of (a) the Consolidated EBITDA of such Person during such period, divided by (b) the sum of (i) taxes paid or required to be paid in cash by such Person or its Subsidiaries during such period, (ii) Interest Expense paid or required to be paid in cash by such Person or its Subsidiaries during such period, (iii) capital expenditures made by such Person or its Subsidiaries during such period (including obligations incurred during such period under Capital Leases), as determined in accordance with GAAP, and (iv) principal payments made or required to be made by such Person or its U.S.-based Subsidiaries during such period on account of any Indebtedness.

“‘ Interest Expense ’ shall mean, for any period, as to any Person and its Subsidiaries, all of the following as determined in accordance with GAAP, total interest expense, whether paid or accrued (including the interest component of any obligations under Capital Leases for such period), including, without limitation, all bank fees, commissions, discounts and other fees and charges owed with respect to letters of credit, banker’s acceptances or similar instruments.

“‘ Net Income ’ shall mean, with respect to any Person, for any period, the aggregate of the net income (loss) of such Person and its Subsidiaries, on a consolidated basis, for such period (excluding to the extent included therein any extraordinary or one-time gains or losses) after deducting all charges which should be deducted before arriving at the net income (loss) for such period and after deducting taxes for such period, all as determined in accordance with GAAP, provided, that, (a) the net income of any Person that is not a wholly-owned Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid or payable to such Person or a wholly-owned Subsidiary of such Person; (b) the effect of any change in accounting principles adopted by such Person or its Subsidiaries after the date hereof shall be excluded; and (c) the net income (if positive) of any wholly-owned Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such wholly-owned Subsidiary to such Person or to any other wholly-owned Subsidiary of such Person is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule of government regulation applicable to such wholly-owned Subsidiary shall be excluded.”

4.   Modification of Affirmative Covenants .

(a)   Section 6.1(a)(iii) of the Credit Agreement is hereby amended to read, in its entirety, as follows:

“(iii)                      Contemporaneously with the quarterly and year-end financial statements required by the foregoing clauses (i) and (ii) , a certificate of the president or chief financial officer of the Borrower, in form and substance and in such detail as the Agent may reasonably request which sets forth the calculations conducted to verify that the Borrower is in compliance with (A) the provisions of Section 6.2(g) hereof, and (B) the limitations on Indebtedness set forth in Sections 6.2 (a) and 6.2(h ), stating that no Event of Default and no Default has occurred and is continuing, or, if any such Event of Default or Default has occurred and is continuin