EX-4.1






EXHIBIT 4.1




FIRST SUPPLEMENTAL INDENTURE




This FIRST SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of December 20,
2006, is between Bell Microproducts Inc., a California corporation (the “Company”), and Wells Fargo
Bank, N.A., a national banking association organized and existing under the laws of the United
States, as Trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined shall
have the meaning given to them in the Indenture (as herein defined).



RECITALS




WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated
as of December 21, 2004 (the “Indenture”), providing for the issuance of an aggregate principal
amount of $109,850,000 of 3 3/4% Convertible Subordinated Notes, Series B due 2024 (the “Notes”);



WHEREAS, Sections 8.4 and 11.2 of the Indenture provide, among other things, that Holders of a
majority in aggregate principal amount of the Securities then outstanding (the “Majority Holders”)
may (i) waive an existing default or Event of Default and its consequences and (ii) that the
Company and the Trustee may amend or supplement the Indenture with the written consent of the
Majority Holders, respectively;



WHEREAS, the Company intends to amend certain provisions in the Indenture (the “Proposed
Amendments”);



WHEREAS, the Majority Holders have consented to the Proposed Amendments; and



WHEREAS, Section 11.6 of the Indenture authorizes the Trustee to execute any amendment to the
Indenture and the Company hereby requests the Trustee join with it in the execution and delivery of
this Supplemental Indenture.



NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:



ARTICLE I

Amendments to the Indenture




Section 1.01. Amendments.



(a) The language in Section 6.2 of the Indenture shall be deleted and the covenant heretofore
made by the Company in Section 6.2 relating to the filing and delivery of reports with the SEC and
the Trustee shall be of no further force or effect.



(b) The following language shall be added to the end of Section 8.1(a)(3):



“, except that the Company’s failure to comply with Section 314 of the TIA by failing to
deliver to the Trustee any reports it is required to file with the SEC shall not be deemed a
failure to comply with any of the terms, covenants or agreements contained in the Securities or
this Indenture that would constitute a Default or Event of Default under this Indenture.” 



(c) The following language shall be added following the first paragraph of Section 1 of the
Global Security that is attached to the Indenture as Exhibit A:



“In addition to any other payment required by the Securities and the Indenture, if the Company
has not commenced and held open an Eligible Tender Offer, the Company shall make a one-time payment
of special interest equal to 8.5% of the principal amount of the Securities (the “Special
Interest”) to all Holders on the next interest payment date following a failure by the Company to
consummate an Eligible Tender Offer. An “Eligible Tender Offer” is one that the Company has
commenced and held open for at least twenty business days, and in which the Company has
repurchased, prior to February 1, 2007, all Notes validly tendered at a price of at least $1,000.00
plus accrued and unpaid interest up to, but not including, the date the Notes are redeemed, for
each $1,000.00 principal amount of Notes validly tendered. Other than as provided in the
preceding two sentences, Special Interest shall be paid in the same manner that regular interest is
paid under the Indenture and the Securities. The Company shall advise the Trustee in writing upon
in the event (i) the Company has consummated an Eligible Tender Offer or (ii) the Company is
obligated to make the Special Interest payment.”



ARTICLE II

Conditions; Effectiveness




Section 2.01 Conditions and Effectiveness. The Supplemental Indenture shall become effective
upon execution and delivery by the Company and the Trustee.



ARTICLE III

Miscellaneous




Section 3.01 Indenture Ratified. Except as otherwise provided herein, the Indenture is in all
respects ratified and confirmed, and all of the terms, provisions and conditions thereof shall be
and remain in full force and effect.



Section 3.02 Counterparts. This Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall together constitute
but one and the same instrument.



Section 3.03 Trustee Not Responsible. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for
or in respect of the recitals contained herein, all of which are made solely by the Company.



Section 3.04 Governing Law. This Supplemental Indenture will be governed by, and construed in
accordance with, the laws of the State of New York.



Section 3.05 Successors. All agreements in this Supplemental Indenture of the Company or the
Trustee shall bind their respective successors and assigns.



Section 3.06 Severability. In case any provisions in this Supplemental Indenture shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.



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IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed this Supplemental
Indenture on behalf of the respective parties hereto as of the date first above written.




BELL MICROPRODUCTS INC.




By: /s/ W. Donald Bell




	 	 	Name: W. Donald Bell

Title: Chief Executive Officer






By: /s/ James E. Illson

Name: James E. Illson

Title: Chief Financial Officer, Chief

Operating Officer and

President of the Americas





WELLS FARGO BANK, N.A.




By: Thomas M. Korsman

Name: Thomas M. Korsman

Title: Vice President





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