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EXHIBIT 10.2
THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO THE
PRIOR PAYMENT IN
FULL OF ALL SENIOR INDEBTEDNESS TO THE EXTENT PROVIDED IN THE
SECURITIES
PURCHASE AGREEMENT DATED OCTOBER 2, 2006 AMONG BELL MICROPRODUCTS
INC., THE
TEACHERS' RETIREMENT SYSTEM OF ALABAMA AND THE EMPLOYEES'
RETIREMENT SYSTEM OF
ALABAMA (THE "SECURITIES PURCHASE AGREEMENT"). THIS NOTE HAS NOT
BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
LAWS OF ANY
STATE. THIS NOTE MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED
OF IN THE
ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. IN
ADDITION, THE
TRANSFER OF THIS NOTE IS SUBJECT TO THE CONDITIONS SPECIFIED IN
ARTICLE 10 OF
THE SECURITIES PURCHASE AGREEMENT. NO TRANSFER OF THIS NOTE SHALL
BE VALID OR
EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. A COPY OF THE
SECURITIES
PURCHASE AGREEMENT IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL
EXECUTIVE
OFFICE OF THE ISSUER. THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF
THIS NOTE,
AGREES TO BE BOUND BY THE PROVISIONS OF THE SECURITIES PURCHASE
AGREEMENT.
9% SENIOR SUBORDINATED NOTE
$23,000,000
Dated: October 2,
2006
FOR VALUE RECEIVED, the undersigned, BELL MICROPRODUCTS INC., a
California corporation (the "Company"), promises to pay to the
order of THE
TEACHERS' RETIREMENT SYSTEM OF ALABAMA (the "Holder") at its office
in
Montgomery, Alabama or at such other place as may be designated
from time to
time by the Holder the principal sum of Twenty-Three Million
Dollars
($23,000,000) together with interest on the unpaid principal
balance hereof from
the date
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