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Exhibit 10.5    
    


FIRST AMENDMENT TO AMENDED AND RESTATED

LOAN AND SECURITY AGREEMENT  


        FIRST AMENDMENT, dated as of July 13, 2000 to the Amended and Restated Loan and Security Agreement, dated as of May 22, 2000, among Houston
Wire & Cable Company ("Borrower"), the lenders named therein ("Lenders") and Fleet Capital Corporation, as Agent (the "Loan Agreement"). The terms used herein and not otherwise defined shall
have the meanings attributed to them in the Loan Agreement. 


        WHEREAS,
pursuant to the Loan Agreement, inter alia, Lenders: (i) have committed to make Revolving Credit Loans to Borrower in the
principal amount of up to Fifty-Five Million Dollars ($55,000,000); (ii) have committed to incur certain obligations on behalf of Borrower in respect to Letters of Credit and LC
Guaranties; (iii) have made a Term Loan A to Borrower in the principal amount of Five Million Dollars ($5,000,000); and (iv) have committed to make or have made Term Loans B to Borrower
in the aggregate amount of Five Million Dollars ($5,000,000); 


        WHEREAS,
Fleet Capital Corporation ("FCC") has sold, transferred and assigned the following Revolving Credit Loans, the Revolving Credit Loan Commitment, Term Loan A, Term Loans B and
Term Loan B Commitment to the following parties: 



	(a)
	Bank
of America, N.A. ("B of A") 



          (i)  Assigned
Revolving Credit Loans: Eight Million Eight Hundred Eighty-Five Thousand One Hundred Six and 16/100 Dollars ($8,885,106.16); 


         (ii)  Assigned
Revolving Credit Loan Commitment: Twelve Million Six Hundred Ninety-Two Thousand Three Hundred Eight Dollars ($12,692,308); 


        (iii)  Assigned
Term Loan A: One Million One Hundred Fifty-Three Thousand Eight Hundred Forty-Six Dollars ($1,153,846); 


        (iv)  Assigned
Term Loans B: Zero Dollars ($0); and 


         (v)  Assigned
Term Loan B Commitment: One Million One Hundred Fifty-Three Thousand Eight Hundred Forty-Six Dollars ($1,153,846). 





        WHEREAS,
as a result of such sale, assignment and transfer B of A and has become a Lender with a Revolving Credit Loan Commitment, Term Loan A, Term Loans B and Term Loan B Commitment
under the Loan Agreement; and 


        WHEREAS,
the parties hereto desire to amend the Loan Agreement to add B of A as a Lender. 



        NOW
THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained and contained in the Loan Agreement, the parties hereto hereby agree as follows: 



        1.     The
signature block to the Loan Agreement is hereby amended to read as the signature block to this Amendment. 


        2.     Borrower
hereby confirms that the representations and warranties of Borrower contained in the Loan Documents are correct in all material respects on the date hereof,
except (i) to the extent that any such representation or warranty expressly relates to an earlier date, and (ii) for changes therein permitted or contemplated by the Loan Agreement. 


        3.     Borrower
represents and warrants that no Default or Event of Default exists as of the date hereof. 


        4.     On
the date hereof, Borrower shall issue and deliver to Agent Revolving Credit Notes, Term Note and Term Notes B to each of B of A and FCC in the amount of each Lender's
respective Revolving Credit Loan Commitment, outstanding Term Loan A, undrawn Term Loan B 








 




Commitment
and outstanding Term Loans B. Upon the delivery to Agent of such Notes, Agent shall deliver to Borrower for cancellation the Notes previously delivered to FCC. 


        5.     Notices
to B of A shall be addressed as follows: 



         (a)  Bank
of America, N.A.

231 S. LaSalle Street

Chicago, IL 60697

Attention: HWC Account Executive



Telecopier No.: 312-974-8760 




        6.     Except
as otherwise specifically set out herein, the provisions of the Loan Agreement shall remain in full force and effect. 



        7.     This
Amendment and the obligations arising hereunder shall be governed by, and construed and enforced in accordance with, the laws of the State of Illinois applicable to
contracts made and performed in such state, without regard to the principles thereof regarding conflict of laws. 


        8.     This
Amendment may be executed in any number of separate counterparts, each of which shall, collectively and separately, constitute one agreement. 



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        IN
WITNESS WHEREOF, this Amendment has been duly executed as of the date first written above. 



	HOUSTON WIRE & CABLE COMPANY,

as Borrower	 	BANK OF AMERICA, N.A.
	

By:	

/s/  DANIELLE CUNNINGHAM      
	
 	

By:	

/s/  BEVERLY J. GRAY      

	Name:	Danielle Cunningham	 	Name:	Beverly J. Gray
	Title:	Vice President	 	Title:	Senior Vice President
	

HWC Holding Corporation,

as Guarantor	
 	

Revolving Credit Loan Commitment: $12,692,308

Outstanding Term Loan A: $1,153,846.00

Outstanding Term Loans B: $0

Undrawn Term Loan B Commitment: $1,153,846.00
	

By:	

/s/  DANIELLE CUNNINGHAM      
	
 	

 	

 
	Name:	Danielle Cunningham	 	 	 
	Title:	Vice President	 	 	 
	

Fleet Capital Corporation,

as Agent and Lender	
 	

The Cit Group/Business Credit, Inc.
	

By:	

/s/  L. FRANK MELAZZO      
	
 	

By:	

/s/  GRANT WEISS      

	Name:	L. Frank Melazzo	 	Name:	Grant Weiss
	Title:	Senior Vice President	 	Title:	Assistant Vice President
	

Revolving Credit Loan Commitment: $25,384,615.08

Outstanding Term Loan A: $2,307,692.46

Outstanding Term Loans B: $0

Undrawn Term Loan B Commitment: $2,307,692.46	
 	

Revolving Credit Loan Commitment: $16,923,076.92

Outstanding Term Loan A: $1,538,461.54

Undrawn Term Loan B Commitment: $1,538,461.54




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Exhibit 10.5