bm20090302_8k-ex101.htm


    Exhibit
10.1

    
 

    February
25, 2009

    


    Bell
Microproducts Inc.

    1941
Ringwood Avenue

    San Jose,
CA  95131

    


    
      	
              Re:

            	
              Securities
      Purchase Agreement dated as of October 2, 2006 (the “2006 Securities
      Purchase Agreement”) among Bell Microproducts Inc. (the “Company”) and The
      Teachers’ Retirement System of Alabama and The Employees’ Retirement
      System of Alabama (collectively “2006
Investor”)

            


    

    


    Gentlemen
and Ladies,

    


    The 2006
Investor (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 2006 Securities Purchase Agreement; (b) agrees that the Company
shall have until June 30, 2009 to deliver the 2007 and 2008 annual financial
statements; (c) waives any defaults which may otherwise arise or result from the
failure to timely deliver each such financial statement and the related SEC
report for time periods prior to the due date therefor set forth in clause (b)
above; (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 June 30, 2009 with respect to the 2007 and 2008 fiscal
year.

    


    (THE
SIGNATURE PAGE FOLLOWS.)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    (Signature
page to the February 25, 2009 letter to Bell Microproducts Inc.)

    


    Very
truly yours,

     

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                   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:

                                	
                                  David
      G. Bronner

                                	 
      
	 
      	 
      	
                                   Title:

                                	
                                  Chief
      Executive Officer