1. Amendments to Credit Agreement. New Loan Party, Borrowers, Agent and the Lendershereby agree:          (a) Schedules A-1, A-2, C-1, D-1, E-1, P-1, P-2, R-1, 2.7(a), 4.5, 4.7(a), 4.7(b),4.7(c), 4.7(d), 4.8(b), 4.8(c), 4.10, 4.14, 4.15, 4.17, 4.19, and 4.20 to the CreditAgreement are hereby amended in their entirety by replacing them with Schedules A-1, A-2, C-1,D-1, E-1, P-1, P-2, R-1, 2.7(a), 4.5, 4.7(a), 4.7(b), 4.7(c), 4.7(d), 4.8(b), 4.8(c), 4.10, 4.14,4.15, 4.17, 4.19, and 4.20 attached hereto as Exhibit A.          (b) Schedule 1.1 to the Credit Agreement is hereby amended and modified by amendingand restating the definition of “Landlord Reserve” in its entirety as follows:          ““Landlord Reserve” means an amount equal to up to 3 months of rent (as determined byAgent in its Permitted Discretion) for each leased location where Inventory or Equipment of anyBorrower is located and for which a Collateral Access Agreement has not been obtained.”          (c) Section 5.9 of the Credit Agreement is hereby amended and modified by adding thefollowing new provision at the end thereof:          “The foregoing to the contrary notwithstanding, Borrowers’ failure to provide Agent withCollateral Access Agreements with respect to any of the following locations shall not constitute anEvent of Default under the Credit Agreement or any other Loan Document: (i) 1101 Athens Avenue,Richmond, VA 23227; (ii) 30 Thomas Drive, Unit 1, Westbrook, ME 04101; or (iii) 3361 N.W. 155thStreet, Ft. Lauderdale, FL.”          (d) Section 6.12 of the Credit Agreement is hereby amended and restated in itsentirety as follows:          “6.12 Investments. Except for Permitted Investments, directly or indirectly, make oracquire any Investment or incur any liabilities (including contingent obligations) for or inconnection with any Investment; provided, however, that Administrative Borrower and itsSubsidiaries shall not have Permitted Investments (other than in the Cash Management Accounts) inDeposit Accounts or Securities Accounts in an aggregate amount in excess of $35,000 at any one timeunless Administrative Borrower or its Subsidiary, as applicable, and the applicable securitiesintermediary or bank have entered into Control Agreements governing such Permitted Investments inorder to perfect (and further establish) the Agent’s Liens in such Permitted Investments. Subjectto the foregoing proviso, Borrowers shall not and shall not permit their Subsidiaries to establishor maintain any Deposit Account or Securities Account unless (a) with respect to any DepositAccount either (i) Agent shall have received a Control Agreement in respect of such Deposit Accountor (ii) such Deposit Accounts are subject to irrevocable instructions satisfactory to Agentrequiring all amounts in such Deposit Account to be forwarded by daily sweep to a Deposit Accountthat is subject to a Control Agreement and (b) with respect to any Securities Account, Agent shallhave received a Control Agreement in respect of such Securities Account.”     2. Assumption. Agent, each Borrower, and New Loan Party hereby acknowledges, agreesand confirms that, by its execution of this Agreement, New Loan Party will (a) be an
 

 
additional “Borrower” for all purposes of the Credit Agreement, and shall have assumed,jointly and severally together with each other Borrower, all of the obligations of a “Borrower”thereunder as if New Loan Party had originally executed the Credit Agreement as a Borrower, (b) bea “Grantor” under the Security Agreement, the Copyright Security Agreement, the Patent SecurityAgreement, and the Trademark Security Agreement, (c) be a party to the Intercompany SubordinationAgreement and a “Borrower” for all purposes of the Intercompany Subordination Agreement as if NewLoan Party had originally executed the Intercompany Subordination Agreement, and (d) be anadditional “Borrower” for all purposes of the Fee Letter, and shall have assumed, jointly andseverally together with each other Borrower, all of the obligations of a “Borrower” thereunder asif New Loan Party had originally executed the Fee Letter.     3. Joinder. New Loan Party hereby joins in and agrees to be bound by each and all ofthe provisions of the Credit Agreement, Security Agreement, the Fee Letter, and the IntercompanySubordination Agreement, and, in so doing, hereby becomes a Borrower or Grantor, as applicable,thereunder. Without limiting the generality of the foregoing, New Loan Party, as a Borrower and/ora Grantor, as applicable, hereby agrees to be bound by each provision in the Credit Agreement, theSecurity Agreement, the Intercompany Subordination Agreement, and each other Loan Document to whichany Borrower is a party *mutatis mutandis*.     4. Representations and Warranties. Pursuant to Section 3.6(l) of the CreditAgreement, Borrowers represent and warrant that they have used best efforts to obtain CollateralAccess Agreements with respect to the following location: 11425 W. Brown Deer Road, Milwaukee, WI53224. Each of New Loan Party, Parent, and Borrowers (a) has the requisite power and authority toexecute, deliver and perform this Agreement and, in the case of New Loan Party, the other LoanDocuments to which it is a party (or has become a party pursuant to this Agreement) and to incurthe obligations herein and therein provided for, and (b) is duly authorized to, and has beenauthorized by all necessary action, to execute, deliver and perform this Agreement and, in the caseof New Loan Party, the other Loan Documents to which it is a party (or has become a party pursuantto this Agreement). New Loan Party represents and warrants that neither the execution and deliveryof this Agreement, nor the consummation of the transactions contemplated herein, nor performance ofand compliance with the terms and provisions hereof by New Loan Party will (i) contravene itscharter or by-laws, or any applicable law, (ii) contravene any contractual restriction binding onor otherwise affecting it or any of its properties, (iii) violate any law, rule, regulation,outstanding judgment or order of any Governmental Authority, applicable to it or any of itsproperty or assets, (iv) violate any material term of any agreement or instrument (including anyMaterial Contract) binding on or otherwise affecting it or any of its properties, or (v) result inor require the creation of any Lien (other than pursuant to the Loan Documents) upon or withrespect to any of its properties, except, in the case of clause (ii), (iii), (iv) or (v), wheresuch violation, result or creation could not reasonably be expected to result in a Material AdverseChange. Parent, Borrowers, and New Loan Party represent and warrant that no authorization orapproval or other action by, and no notice to or filing with, any Governmental Authority isrequired in connection with the due execution, delivery or performance by New Loan Party andBorrowers of this Agreement or, in the case of New Loan Party, any other Loan Documents to which itis a party (or has become a party pursuant to this Agreement), except such authorizations orapprovals or other actions which have been obtained or where the failure to obtain, in each case,could not reasonably be expected to result in a Material Adverse Change. Each of Parent, eachBorrower, and New Loan Party
 

 
represent and warrant that this Agreement has been duly executed and delivered by it andconstitutes the legal, valid and binding obligation of New Loan Party, Parent, and Borrowersenforceable against it in accordance with its terms, except as may be limited by bankruptcy,insolvency, reorganization, moratorium or similar laws limiting creditors’ rights generally orgeneral equitable principles.     5. Conditions Precedent/Additional Documents. The effectiveness of this Agreement issubject to the fulfillment, to the satisfaction of Agent and each Lender of the following conditionprecedent:          (a) New Loan Party and Borrowers shall promptly execute and/or deliver to the Agent, thedocuments, certificates and instruments listed on Schedule 1 hereto, in each case in formand substance reasonably satisfactory to the Agent.     6. Conditions Subsequent/Additional Documents. Borrower shall use commerciallyreasonable efforts to deliver Collateral Access Agreements to Agent for the following locationswithin 30 days after the date of this Agreement: (i) 1101 Athens Avenue, Richmond, VA 23227; (ii)30 Thomas Drive, Unit 1, Westbrook, ME 04101; and (iii) 3361 N.W. 155th Street, Ft. Lauderdale, FL.If Borrowers fail to deliver such Collateral Access Agreements within 30 days of the date of thisAgreement, Agent, in its sole and absolute discretion, shall have the option to impose the LandlordReserve against the Borrowing Base with respect to such locations. The foregoing to the contrarynotwithstanding, failure to deliver such Collateral Access Agreements with respect to the locationsidentified in this Section 7 will not constitute an Event of Default under the terms hereofor under any other Loan Document.     7. Notices. Notices to New Loan Party shall be given in the manner set forth forBorrower in Section 11 of the Credit Agreement.     8. Binding Effect. This Agreement shall be binding upon Parent, New Loan Party, andBorrowers and shall inure to the benefit of the Agent and the Lenders, together with theirrespective successors and assigns.     9. Further Assurances. New Loan Party shall execute and/or deliver to Agent allfinancing statements, continuation financing statements, security agreements, chattel mortgages,pledges, mortgages, deeds of trust, assignments, supplements in respect of any of the foregoing,endorsements of certificates of title, applications for title, affidavits, reports, notices,schedules of accounts, letters of authority, and all other documents that Agent may reasonablyrequest, in form reasonably satisfactory to Agent, to perfect and continue perfected Agent’ssecurity interests in the Collateral (as such term is defined in the Security Agreement) and inorder to fully consummate all of the transactions contemplated under this Agreement and the LoanDocuments.     10. Reaffirmation and Consent. Borrowers, Parent, and New Loan Party each herebyrepresents and warrants to the Agent and the Lenders that the execution, delivery, and performanceof this Agreement are within its powers, have been duly authorized by all necessary action, and arenot in contravention of any law, rule, or regulation, or any order, judgment, decree, writ,injunction, or award of any arbitrator, court, or governmental authority, or of the
 

 
terms of its charter or bylaws, or of any contract or undertaking to which it is a party or bywhich any of its properties may be bound or affected. Each of New Loan Party, Borrowers, and Parent(a) consents to the transactions contemplated by this Agreement and all other documents enteredinto in connection herewith; (b) acknowledges and reaffirms its obligations owing to the Agent andthe Lenders under any Loan Document to which it is a party; and (c) agrees that each of the LoanDocuments to which it is a party is and shall remain in full force and effect. Each of Parent andeach Borrower hereby further ratifies and reaffirms the validity and enforceability of all of theliens and security interests heretofore granted, pursuant to and in connection with the SecurityAgreement or any other Loan Document to Agent, as collateral security for the obligations under theLoan Documents in accordance with their respective terms, and acknowledges that all of such liensand security interests, and all collateral heretofore pledged as security for such obligations,continues to be and remain collateral for such obligations from and after the date hereof. Each ofParent and each Borrower hereby restates, ratifies and reaffirms each and every term and conditionset forth in the Credit Agreement and the Loan Documents effective as of the date hereof and asamended hereby.     11. Authority to file Uniform Commercial Code Financing Statements. The New LoanParty hereby expressly (i) authorizes Agent to file appropriate financing statements orcontinuation statements, and amendments thereto, (including, without limitation, any such financingstatements that describe the Collateral as “all assets” or words of similar import) in such officeor offices as may be necessary or, in the opinion of Agent, desirable to perfect the Liens to becreated by the Security Agreement and each of the Loan Documents, and (ii) ratifies suchauthorization to the extent that Agent has filed any such financing or continuation statements, oramendments thereto, prior to the date hereof.     12. Loan Document. This Agreement is a Loan Document.     13. Effect on Loan Documents; References.          (a) The Credit Agreement, as amended hereby, and each of the other Loan Documents, as amendedas of the date hereof, shall be and remain in full force and effect in accordance with theirrespective terms and hereby are ratified and confirmed in all respects. The execution, delivery,and performance of this Agreement shall not operate, except as expressly set forth herein, as amodification or waiver of any right, power, or remedy of Agent or any Lender under the CreditAgreement or any other Loan Document. Except for the amendments to the Credit Agreement expresslyset forth herein, the Credit Agreement and other Loan Documents shall remain unchanged and in fullforce and effect. The amendments, waivers and modifications set forth herein are limited to thespecifics hereof, shall not apply with respect to any facts or occurrences other than those onwhich the same are based, shall not excuse future non-compliance with the Loan Documents, shall notoperate as a consent to any further or other matter under the Loan Documents and shall not beconstrued as an indication that any future waiver of covenants or any other provision of the CreditAgreement will be agreed to, it being understood that the granting or denying of any waiver whichmay hereafter be requested by the Borrower remains in the sole and absolute discretion of the Agentand the Lenders.          (b) Each reference in the Credit Agreement and the other Loan Documents to “Borrower”,“Obligor”, “Debtor”, “Grantor” or words of like import referring to a
 

 
Borrower shall include and refer to New Loan Party; and (b) each reference in the CreditAgreement, Security Agreement, Intercompany Subordination Agreement or any other Loan Document tothis “Agreement”, “hereunder”, “herein”, “hereof”, “thereunder”, “therein”, “thereof”, or words oflike import referring to the Credit Agreement, Security Agreement, Intercompany SubordinationAgreement or any other Loan Document shall mean and refer to such agreement as supplemented by thisJoinder Agreement.     14. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCEWITH, THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THESTATE OF CALIFORNIA.     15. Counterparts. This Agreement may be executed in any number of counterparts and bydifferent parties hereto in separate counterparts, each of which shall be deemed to be an original,but all of which taken together shall constitute one and the same agreement. Delivery of anexecuted counterpart of this Agreement by telefacsimile or by electronic mail transmission of anadobe file format document (also known as a PDF file) shall be equally effective as delivery of anoriginal executed counterpart of this Agreement. Any party delivering an executed counterpart ofthis Agreement by telefacsimile or as a PDF file also shall deliver an original executedcounterpart to this Agreement but the failure to deliver an original executed counterpart shall notaffect the validity, enforceability, and binding effect of this Agreement.
 

 
     IN WITNESS WHEREOF, New Loan Party, Parent, Borrowers, Agent and the Lenders have caused thisAgreement to be duly executed by its authorized officer as of the day and year first above written.     **BELL TECHLOGIX, INC., a Delaware corporation**       By: /s/ Kevin J. Thimjon  Name:  Kevin J. Thimjon  Title: Treasurer and Secretary       **BELL INDUSTRIES, INC., a California corporation**       By: /s/ Kevin J. Thimjon       Name: Kevin J. Thimjon  Title: President and Chief Financial Officer       **BELL INDUSTRIES, INC., a Minnesota corporation**       By: /s/ Kevin J. Thimjon       Name: Kevin J. Thimjon  Title: Chief Financial Officer  
[signature page to Amendment Number 5 and Joinder Agreement]

 
     **WELLS FARGO FOOTHILL, INC., a California corporation, as Agent and as a Lender**       By: /s/ Amelie Yehros       Name: Amelie Yehros  Title: Senior Vice President  
[signature page to Amendment Number 5 and Joinder Agreement]

 
Schedule 11) Copies of New Loan Party’s Governing Documents, as amended, modified, or supplemented, certifiedby the Secretary of New Loan Party;2) Certificate of status with respect to New Loan Party, such certificate to be issued by theappropriate officer of the jurisdiction of organization of New Loan Party, which certificate shallindicate that New Loan Party is in good standing in such jurisdiction;3) Opinion of counsel to New Loan Party, which shall be in form and substance satisfactory toAgent; and5) Certificate from the Secretary of New Loan Party (i) attesting to the resolutions of such NewLoan Party’s Board of Directors authorizing its execution, delivery, and performance of thisAgreement and other Loan Documents to which New Loan Party is a party, (ii) authorizing specificofficers of New Loan Party to execute the same and (iii) attesting to the incumbency and signaturesof such specific officers of New Loan Party