No. pages 11
index exhibit pg. none
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
( Mark one )
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 1998
-------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ____________
Commission file number 0-21528
-----------------
Bell Microproducts Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 94-3057566
- ------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1941 Ringwood Avenue, San Jose, California 95131-1721
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(408) 451-9400
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code )
N/A
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No initial report, previously not
------------ ----------- required to file
Common Stock, $.01 Par Value -- Number of Shares Outstanding at March 31, 1998:
- ---------------------------- 8,753,028
1
<PAGE>
<TABLE>
BELL MICROPRODUCTS INC.
INDEX TO FORM 10-Q
<CAPTION>
Page
PART I - FINANCIAL INFORMATION Number
------
<S> <C>
Item 1: Financial Statements
Condensed Balance Sheets - March 31, 1998 and December 31, 1997
3
Condensed Statements of Income - Three months ended March 31, 1998
and 1997 4
Condensed Statements of Cash Flows - Three months ended March 31,
1998 and 1997 5
Notes to Condensed Financial Statements 6
Item 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports 10
Signature 11
2
</TABLE>
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
<TABLE>
Bell Microproducts Inc.
Condensed Balance Sheets
(in thousands)
(unaudited)
<CAPTION>
March 31, December 31,
1998 1997
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 3,134 $ 6,325
Accounts receivable, net 80,036 79,389
Inventories 100,843 98,379
Deferred income taxes 2,582 2,595
Prepaid expenses 1,541 1,217
-------------------- -----------------------
Total current assets 188,136 187,905
Property and equipment, net 10,766 10,733
Goodwill, net 6,293 6,372
Other assets 405 410
-------------------- -----------------------
Total assets $205,600 $205,420
==================== =======================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable 55,104 45,540
Other accrued liabilities 6,602 6,025
Current portion of capitalized lease
obligations 1,796 1,728
-------------------- -----------------------
Total current liabilities 63,502 53,293
Line of credit 59,600 70,000
Capitalized lease obligations, less current portion 4,246 4,460
-------------------- -----------------------
Total liabilities 127,348 127,753
-------------------- -----------------------
Commitments and contingencies
Shareholders' equity:
Common Stock, $0.01 par value, 20,000 shares
authorized; 8,753 and 8,696 issued and outstanding
53,885 53,495
Retained earnings 24,367 24,172
--------------------
-----------------------
Total shareholders' equity 78,252 77,667
-------------------- -----------------------
Total liabilities and shareholders' equity $205,600 $205,420
==================== =======================
<FN>
The accompanying notes are an integral part of these condensed financial statements.
</FN>
</TABLE>
3
<PAGE>
Bell Microproducts Inc.
Condensed Statements of Income
(in thousands, except per share data)
(unaudited)
Three months ended March 31,
------------------------------------
1998 1997
--------------- ----------------
Sales $129,280 $140,968
Cost of sales 115,778 124,820
--------------- ----------------
Gross profit 13,502 16,148
Selling, general and
administrative expenses 11,845 11,151
--------------- ----------------
Income from operations 1,657 4,997
Interest expense (1,321) (892)
--------------- ----------------
Income before income taxes 336 4,105
Provision for income taxes (141) (1,724)
--------------- ----------------
Net income $ 195 $ 2,381
=============== ================
Earnings per share
Basic $ 0.02 $ 0.28
=============== ================
Diluted $ 0.02 $ 0.27
=============== ================
Shares used in per share
calculation
Basic 8,723 8,471
=============== ================
Diluted 8,795 8,935
=============== ================
The accompanying notes are an integral part of these
condensed financial statements.
4
<PAGE>
<TABLE>
Bell Microproducts Inc.
Condensed Statements of Cash Flows
(Increase/(decrease) in cash, in thousands)
(unaudited)
<CAPTION>
Three months ended March 31,
-----------------------------------------------------------------------------------------------------------------------------------
1998 1997
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 195 $ 2,381
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation and amortization 819 769
Change in allowance for doubtful accounts 624 (767)
Change in deferred income taxes 13 --
Changes in assets and liabilities:
Accounts receivable (1,271) (19,506)
Inventories (2,464) (7,241)
Prepaid expenses (324) (619)
Other assets 5 (29)
Accounts payable 9,564 19,226
Other accrued liabilities 577 1,514
-------- --------
Net cash provided by (used in) operating activities 7,738 (4,272)
-------- --------
Cash flows from investing activities:
Acquisition of property and equipment, net (508) (1,345)
-------- --------
Cash flows from financing activities:
Net borrowings/(repayments) under line of credit agreement (10,400) 3,300
Proceeds from issuance of Common Stock 390 442
Principal payments on long term liabilities (411) (489)
-------- --------
Net cash provided by (used in) financing activities (10,421) 3,253
-------- --------
Net decrease in cash (3,191) (2,364)
Cash at beginning of period 6,325 5,682
-------- --------
Cash at end of period $ 3,134 $ 3,318
======== ========
Supplemental disclosures of cash flow information: Cash paid during the period
for:
Interest $ 1,296 $ 960
Income taxes $ 1 $ 907
Supplemental non-cash financing activities:
Obligations incurred under capital leases $ 265 $ 341
<FN>
The accompanying notes are an integral part of these condensed financial statements.
</FN>
</TABLE>
5
<PAGE>
NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)
Note 1 - Basis of Presentation:
The condensed financial statements presented in this Quarterly Report
are unaudited. It is management's opinion that all adjustments, consisting of
normal recurring items, have been included for a fair basis of presentation.
This Quarterly Report on Form 10-Q should be read in conjunction with the
Company's 1997 Annual Report on Form 10-K. The operating results for the period
ended March 31, 1998 are not necessarily indicative of the results that may be
expected for the fiscal year ending December 31, 1998.
Recently Issued Accounting Statement
In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information," ("SFAS 131"). SFAS 131 establishes
standards for reporting information about operating segments in annual and
interim financial statements. This Statement also establishes standards for
related disclosures about products and services, geographic areas and major
customers. SFAS 131 is effective for financial statements for periods beginning
after December 15, 1997. The Company will adopt SFAS 131 as of the year ending
December 31, 1998 and is currently studying its provisions.
Note 2 - Earnings per Share
The Company adopted Statement of Financial Accounting Standards No.
128, "Earnings Per Share" ("SFAS 128") during the fourth quarter of 1997. This
statement simplifies the standards for computing earnings per share (EPS)
previously defined in Accounting Principles Board Opinion No. 15 "Earnings Per
Share". All prior-period earnings per share data has been restated in accordance
with SFAS 128. Basic EPS is computed by dividing net income available to common
shareholders (numerator) by the weighted average number of common shares
outstanding (denominator) during the period. Diluted EPS gives effect to all
dilutive potential common shares outstanding during the period including stock
options, using the treasury stock method, and convertible preferred stock, using
the if-converted method.
<TABLE>
Following is a reconciliation of the numerators and denominators of the
Basic and Diluted EPS computations for the periods presented below (in
thousands, except per share data):
<CAPTION>
Three Months Ended
March 31,
------------------------------------
1998 1997
---------------- ---------------
<S> <C> <C>
Net income $ 195 $ 2,381
================ ===============
Weighted average common shares outstanding (Basic) 8,723 8,471
Effect of dilutive warrants and options 72 464
---------------- ---------------
Weighted average common shares outstanding (Diluted) 8,795 8,935
================ ===============
Earnings per share:
Basic $ 0.02 $ 0.28
================ ===============
Diluted $ 0.02 $ 0.27
================ ===============
</TABLE>
Options and warrants to purchase 813,175 shares of common stock at a
weighted average price of $9.23 per share were outstanding at March 31, 1998 but
were not included in the computation of Diluted EPS because the options'
exercise prices were greater than the average market price of the common shares
during the period. At March 31, 1997, there were 28,200 options and warrants
outstanding to purchase common stock at a weighted average price of $12.52 per
share excluded from the Diluted EPS computation due to their anti-dilution.
6
<PAGE>
<TABLE>
Note 3 - Inventories:
A summary of inventories follows (in thousands):
<CAPTION>
March 31, 1998 December 31, 1997
--------------------------- ---------------------------
<S> <C> <C>
Purchased components and materials $ 91,957 $ 89,733
Work-in-process 8,886 8,646
--------------------------- ---------------------------
Total $100,843 $ 98,379
=========================== ===========================
</TABLE>
<TABLE>
Note 4 - Property and Equipment:
A summary of property and equipment follows (in thousands):
<CAPTION>
March 31, 1998 December 31, 1997
--------------------------- ---------------------------
<S> <C> <C>
Manufacturing and test equipment $ 9,993 $ 9,721
Computer and other equipment 4,426 4,041
Furniture and fixtures 1,958 1,950
Leasehold improvements 1,854 1,784
Warehouse equipment 498 459
--------------------------- ---------------------------
18,729 17,955
Accumulated depreciation (7,963) (7,222)
--------------------------- ---------------------------
Total $ 10,766 $ 10,733
=========================== ===========================
</TABLE>
Note 5 - Line of Credit
On June 17, 1997 and as further amended in March 1998, the Company
entered into an amendment to the Amended and Restated Syndicated Credit
Agreement, arranged by Sumitomo Bank of California ("Sumitomo Bank") as Agent.
The amendment increased the Company's $80 million revolving line of credit to
$100 million and extended the maturity date to May 31, 1999. In the second
quarter of 1998, the Company expects to extend the maturity date to May 31,
2000. At the Company's option, the borrowings under the line of credit will bear
interest at Sumitomo Bank's prime rate or the adjusted LIBOR rate plus 1.40%. At
March 31, 1998 Sumitomo Bank's prime rate was 8.50%. The revolving line of
credit requires the Company to meet certain financial tests and to comply with
certain other covenants on a quarterly basis, including restrictions on
incurrence of debt and liens, restrictions on mergers, acquisitions, asset
dispositions, declaration of dividends, repurchases of stock, making investments
and profitability. The Company was in compliance with its bank covenants at
March 31, 1998; however, there can be no assurance that the Company will be in
compliance in the future. Obligations of the Company under the revolving line of
credit are secured by substantially all of the Company's assets.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Information Regarding Forward-Looking Statements
The following Management's Discussion and Analysis of Financial
Condition and Results of Operations contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Actual results could differ materially from
those projected in the forward-looking statements as a result of a number of
factors, including the timing of delivery of products from suppliers, the
product mix sold by the Company, customer demand, the Company's dependence on a
small number of customers that account for a significant portion of revenues,
availability of products from suppliers, cyclicality in the disk drive and other
industries, price competition for products sold by the Company, management of
growth, the Company's ability to collect accounts
7
<PAGE>
receivable, price decreases on inventory that is not price protected, the lack
of profitability of Quadrus in recent periods, potential year 2000 costs,
potential interest rate fluctuations as described below and the other risk
factors detailed in the Company's Annual Report on Form 10-K for the year ended
December 31, 1997 filed with the Securities and Exchange Commission. The Company
assumes no obligation to update such forward-looking statements or to update the
reasons actual results could differ materially from those anticipated in such
forward-looking statements.
Market Risk Disclosure
The Company's line of credit has an interest rate that is based on
associated rates that may fluctuate over time based on economic changes in the
environment, such as LIBOR and the Prime Rate. The Company is subject to
interest rate risk, and could be subjected to increased interest payments if
market interest rates fluctuate. The Company does not expect any changes in such
interest rates to have a material adverse effect on the Company's results from
operations.
Three months ended March 31, 1998 compared to three months ended March 31, 1997
Sales were $129.3 million for the quarter ended March 31, 1998, which
represented a decrease of $11.7 million, or 8% compared to the same quarter in
1997. Sales through the Company's contract manufacturing division (Quadrus)
decreased by $9.0 million to $12.6 million. Distribution sales decreased by $2.7
million to $116.7 million. The decrease in contract manufacturing sales was
primarily due to the termination of a major customer contract in 1997 and delays
in development and growth of new business from customers recently engaged. In
distribution, semiconductor sales decreased by $8.5 million as a result of
industry-wide price pressures, while computer product sales increased by $5.9
million. The increase in computer product sales was due to the expansion of unit
sales in existing product lines as a result of increased demand for mass
storage.
The Company's gross profit for the first quarter of 1998 was $13.5
million, a decrease of $2.6 million, or 16% from the first quarter of 1997. Of
this total gross profit decrease, $3.3 million was attributable to the Company's
contract manufacturing division, which was offset by an increase of $0.7 million
in the distribution division. The decrease in the contract manufacturing gross
profit was attributable to sales volume, which fell below the level required to
absorb increased overhead expenses.
Selling, general and administrative expenses increased to $11.8 million
in the first quarter of 1998 from $11.2 million in the first quarter of 1997, an
increase of $0.7 million, or 6%. This increase was attributable to increased
personnel in the Company's sales and marketing organization and increased
facilities expenses related to the contract manufacturing relocation and
expansion of the corporate offices.
Interest expense was $1.3 million in the first quarter of 1998 as
compared to $0.9 million in the same period last year. This increase was
primarily due to higher bank borrowings throughout the first quarter of 1998 in
relation to the comparable 1997 quarter.
The effective income tax rate remained the same, 42%, during both
periods.
LIQUIDITY AND CAPITAL RESOURCES
In recent years, the Company has funded its working capital
requirements principally through borrowings under bank lines of credit. Working
capital requirements have included the financing of increases in inventory and
accounts receivable resulting from sales growth.
On June 17, 1997, and as further amended in March 1998, the Company
entered into an amendment to the Amended and Restated Syndicated Credit
Agreement arranged by Sumitomo Bank of California ("Sumitomo Bank") as Agent.
The amendment increased the Company's $80 million revolving line of credit to
$100 million. At the Company's option, the borrowings under the line of credit
will bear interest at Sumitomo Bank's prime rate or the adjusted LIBOR rate plus
1.4%. At March 31, 1998, Sumitomo Bank's prime rate was 8.5%. The revolving line
of credit has a final payment due date of May 31, 1999, however, in
8
<PAGE>
the second quarter of 1998, the Company expects to extend the maturity date to
May 31, 2000. The revolving line of credit requires the Company to meet certain
financial tests and to comply with certain other covenants on a quarterly basis,
including restrictions on incurrence of debt and liens, restrictions on mergers,
acquisitions, asset dispositions, declaration of dividends, repurchases of
stock, making investments and profitability. Obligations of the Company under
the revolving line of credit are secured by substantially all of the Company's
assets. The balance outstanding on the revolving line of credit at March 31,
1998 was $59.6 million. The Company intends to utilize its revolving line of
credit to fund future working capital requirements. The Company was in
compliance with its bank covenants at March 31, 1998; however, there can be no
assurance that the Company will be in compliance with its bank covenants in the
future. If the Company does not remain in compliance with the covenants in its
Amended and Restated Syndicated Credit Agreement and is unable to obtain a
waiver of noncompliance from its banks, the Company's financial condition and
results of operations would be materially adversely affected. The Company
evaluates potential acquisitions from time to time and may utilize its line of
credit to acquire complementary businesses, provided consent from its banks is
obtained.
Net cash provided by operating activities for the three months ended
March 31, 1998, was $7.7 million. The Company's accounts payable increased to
$55.0 million as of March 31, 1998 from $45.5 million as of December 31, 1997,
primarily due to increased inventory purchases as well as timing of inventory
receipts and payments related thereto. The Company's net accounts receivable as
of March 31, 1998 increased to $80.0 million from $79.4 million as of December
31, 1997. The Company's inventories as of March 31, 1998 increased to $100.8
million from $98.4 million as of December 31, 1997, primarily as a result of the
Company's need to support anticipated future sales requirements. Net cash used
in financing activities during the three months ended March 31, 1998 totaled
$10.4 million, which was primarily related to the repayment of the Company's
line of credit. The Company's future cash requirements will depend on numerous
factors, including the rate of growth of its sales. The Company believes that
its working capital, including its existing credit facility, will be sufficient
to meet the Company's capital requirements for the next twelve months. However,
the Company may, in the future, seek additional debt or equity financing to fund
continued growth.
9
<PAGE>
Item 6. Exhibits and Reports
(a) Exhibits:
27. Financial Data Schedule for the quarter ended
March 31, 1998.
99.1 Sixth Amendment to Second Amended and Restated Credit
Agreement.
(b) Reports on Form 8-K:
None
10
<PAGE>
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: May 15, 1998
BELL MICROPRODUCTS INC.
By: Bruce M. Jaffe
------------------------------------------------------
Sr. VP of Finance & Operations,
Chief Financial Officer and Secretary
(Principal Financial Officer and Accounting Officer)
11
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 3,134
<SECURITIES> 0
<RECEIVABLES> 81,991
<ALLOWANCES> 1,955
<INVENTORY> 100,843
<CURRENT-ASSETS> 188,136
<PP&E> 18,729
<DEPRECIATION> 7,963
<TOTAL-ASSETS> 205,600
<CURRENT-LIABILITIES> 63,502
<BONDS> 63,846
0
0
<COMMON> 88
<OTHER-SE> 78,164
<TOTAL-LIABILITY-AND-EQUITY> 205,600
<SALES> 129,280
<TOTAL-REVENUES> 129,280
<CGS> 115,778
<TOTAL-COSTS> 115,778
<OTHER-EXPENSES> 11,178
<LOSS-PROVISION> 667
<INTEREST-EXPENSE> 1,321
<INCOME-PRETAX> 336
<INCOME-TAX> 141
<INCOME-CONTINUING> 195
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 195
<EPS-PRIMARY> .02
<EPS-DILUTED> .02
</TABLE>
SIXTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), dated as of March 31, 1998, is entered into by and among:
(1) BELL MICROPRODUCTS INC., a California corporation ("Borrower");
(2) Each of the financial institutions listed in Schedule I to the
Credit Agreement referred to in Recital A below (collectively, the
"Banks"); and
(3) SUMITOMO BANK OF CALIFORNIA, a California banking corporation, as
agent for the Banks (in such capacity, "Agent").
RECITAL
A. Borrower, the Banks and Agents are parties to a Second Amendment and
Restated Credit Agreement dated as of May 23, 1995, as amended by that certain
First Amendment to Second Amendment and Restated Credit Agreement dated as of
June 25, 1996, as further amended by that certain Second Amendment to Second
Amended and Restated Creidt Agreement dated as of September 30, 1996, as further
amended by that certain Third Amendment to Second Amended and Restated Credit
Agreement dated as of June 17, 1997, as further amended by that certain Fourth
Amendment to Second Amended and Restated Credit Agreement dated as of September
1, 1997, and as further amended by that certain Fifth Amendment to Second
Amended and Restated Credit Agreement dated as of November 7, 1997 (as so
amended, the "Credit Agreement")
B. Borrower has requested the Banks and Agent to amend the Credit Agreement
in certain respects.
C. The Banks and Agents are willing to so amend the Credit Agreement in
certain respects.
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Borrower, the Banks and Agent hereby agree as follows:
1. Definitions, Interpretation. All capitalized terms defined above and
elsewhere in this Amendment shall be used herein as so defined. Unless otherwise
defined herein, all other capitalized terms used herein shall have the
respective meanings given to those terms in the Credit Agreement, as amended by
this Amendment. The rules of construction set forth in
<PAGE>
Section 1 of the Credit Agreement shall, to the extent not inconsistent with the
terms of this Amendment, apply to this Amendment and are hereby incorporated by
reference.
2. Amendment to Credit Agreement. Subject to the conditions set forth in
paragraph 4 below, the Credit Agreement is hereby amended by amending clause (v)
of Subparagraph 5.02(m) thereof to read in its entirety as follows:
(v) Its Interest Coverage Ratio (i) for the consecutive four-quarter
period ending on March 31, 1998 to be less than 1.50 to 1.00 and (ii) for
any other consecutive four-quarter period to be less than 2:00 to 1:00.
3. Representations and Warranties. Borrower hereby represents and warrants
to Agent and the Banks that, on the date of this Amendment and after giving
effect to the amendment set forth in paragraph 2 above on the Sixth Amendment
Effective Date (as defined below), the following are and shall be true and
correct on each such date:
(a) The representations and warranties set forth in Paragraph 4.01 of
the Credit Agreement are true and correct in all material respects;
(b) No Event of Default or Default has occurred and is continuing; and
(c) Each of the Credit Documents is in full force and effect.
4. Sixth Amendment Effective Date. The amendment effected by paragraph 2
above shall become effective on March 31, 1998 (the "Sixth Amendment Effective
Date"), subject to receipt by the Banks and Agent on or prior to the Sixth
Amendment Effective Date of the following, each in form and substance
satisfactory to the Banks, Agent and their respective counsel:
(a) This Amendment duly executed by Borrower, each Bank and Agent;
(b) Such other evidence as Agent or any Bank may reasonably request to
establish the accuracy and completeness of the representations and
warranties and the compliance with the terms and conditions contained in
this Amendment.
5. Effect of this Amendment. On and after the Sixth Amendment Effective
Date, each reference in the Credit Agreement and other Credit Documents to the
Credit Agreement shall mean the Credit Agreement as amended hereby. Except as
specifically amended above, (a) the Credit Agreement and the other Credit
Documents shall remain in full force and effect and are hereby ratified and
confirmed and (b) the execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power, or remedy of the Banks or Agent, nor constitute a waiver of any
provision of the Credit Agreement or any other Credit Document.
2
<PAGE>
6. Miscellaneous
(a) Counterparts. This Amendment may be executed in any number of
identical counterparts, any set of which signed by all parties hereto shall
be deemed to constitute a complete, executed original for all purposes.
(b) Headings. Headings in this Amendment are for convenience of
reference only and are not part of the substance hereof.
(c) Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of California without reference to
conflicts of law rules.
3
<PAGE>
IN WITNESS WHEREOF, Borrower, the Agent and the Banks have caused this
Amendment to be executed as of the day and year first above written.
BORROWER: BELL MICROPRODUCTS INC.
By: /S/ BRUCE M. JAFFE
----------------------------------------
Name: BRUCE M. JAFFE
Title: SR. VP OF FINANCE & OPERATIONS
AND CFO
AGENT: SUMITOMO BANK OF CALIFORNIA,
As Agent
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
ISSUING BANK: SUMITOMO BANK OF CALIFORNIA,
As Issuing Bank
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
4
<PAGE>
IN WITNESS WHEREOF, Borrower, the Agent and the Banks have caused this
Amendment to be executed as of the day and year first above written.
BORROWER: BELL MICROPRODUCTS INC.
By:
----------------------------------------
Name:
Title:
AGENT: SUMITOMO BANK OF CALIFORNIA,
As Agent
By: /S/ S.C. BELLICINI
----------------------------------------
Name: S.C. BELLICINI
Title: V.P./DEPUTY MANAGER
By: /S/ F. CLARK WARDEN
----------------------------------------
Name: F. CLARK WARDEN
Title: SENIOR VICE PRESIDENT & MANAGER
ISSUING BANK: SUMITOMO BANK OF CALIFORNIA,
As Issuing Bank
By: /S/ S.C. BELLICINI
----------------------------------------
Name: S.C. BELLICINI
Title: V.P./DEPUTY MANAGER
By: /S/ F. CLARK WARDEN
----------------------------------------
Name: F. CLARK WARDEN
Title: SENIOR VICE PRESIDENT & MANAGER
4
<PAGE>
BANKS: SUMITOMO BANK OF CALIFORNIA,
As a Bank
By: /S/ S.C. BELLICINI
----------------------------------------
Name: S.C. BELLICINI
Title: V.P./DEPUTY MANAGER
By: /S/ F. CLARK WARDEN
----------------------------------------
Name: F. CLARK WARDEN
Title: SENIOR VICE PRESIDENT & MANAGER
UNION BANK OF CALIFORNIA, N.A.,
As a Bank
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
BANKBOSTON, N.A.,
(formerly known as The First National Bank of
Boston), As a Bank
By:
----------------------------------------
Name:
Title:
COMERICA BANK-CALIFORNIA,
As a Bank
By:
----------------------------------------
Name:
Title:
5
<PAGE>
BANKS: SUMITOMO BANK OF CALIFORNIA,
As a Bank
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.,
As a Bank
By: /S/ FRANK GWYNN
----------------------------------------
Name: FRANK GWYNN
Title: VP & REGION MANAGER
By: /S/ ALLAN B. MINER
----------------------------------------
Name: ALLAN B. MINER
Title: VICE PRESIDENT
BANKBOSTON, N.A.,
(formerly known as The First National Bank of
Boston), As a Bank
By:
----------------------------------------
Name:
Title:
COMERICA BANK-CALIFORNIA,
As a Bank
By:
----------------------------------------
Name:
Title:
5
7
<PAGE>
BANKS: SUMITOMO BANK OF CALIFORNIA,
As a Bank
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.,
As a Bank
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
BANKBOSTON, N.A.,
(formerly known as The First National Bank of
Boston), As a Bank
By: /S/ Debra E. DelVecchio
----------------------------------------
Name: Debra E. DelVecchio
Title: Vice President
COMERICA BANK-CALIFORNIA,
As a Bank
By:
----------------------------------------
Name:
Title:
5
<PAGE>
BANKS: SUMITOMO BANK OF CALIFORNIA,
As a Bank
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.,
As a Bank
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
BANKBOSTON, N.A.,
(formerly known as The First National Bank of
Boston), As a Bank
By:
----------------------------------------
Name:
Title:
COMERICA BANK-CALIFORNIA,
As a Bank
By: /S/ Scott T. Smith
----------------------------------------
Name: Scott T. Smith
Title: Vice President
5
<PAGE>
THE SUMITOMO BANK, LIMITED,
As a Bank
By: /S/ J.H. Broadley
------------------------------------------
Name: J.H. Broadley
Title: Vice President
N.Y. Office
By: /S/ BRIAN M. SMITH
------------------------------------------
Name: BRIAN M. SMITH
Title: SENIOR VICE PRESIDENT &
REGIONAL MANAGER (EAST)
6
