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Exhibit 10.6    
    


SECOND AMENDMENT TO AMENDED AND RESTATED

LOAN AND SECURITY AGREEMENT  


        SECOND AMENDMENT, dated as of May 30, 2001 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. Said Amended and Restated Loan and Security Agreement, as amended by a certain
First Amendment to Amended and Restated Loan and Security Agreement dated as of June 13, 2000 and as it may be further amended, is hereinafter referred to as the "Loan Agreement." The terms
used herein and not otherwise defined shall have the meanings attributed to them in the Loan Agreement. 


        WHEREAS,
Lenders, Agent and Borrower desire to make certain amendment and modifications to the Loan Agreement. 



        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.    Amended Definitions.    The definitions of "Eligible Account" and "LIBOR Term A Portion" contained in
Appendix A to the Loan Agreement are hereby deleted and the following are inserted in their stead: 


        "Eligible Account—an Account arising in the ordinary course of Borrower's business from the sale of goods or rendition of
services which Agent, in its reasonable credit judgment, deems to be an Eligible Account. Without limiting the generality of the foregoing, no Account shall be an Eligible Account if: 




            i.  it
arises out of a sale made by Borrower to a Subsidiary or an Affiliate of Borrower or to a Person controlled by an Affiliate of Borrower; or 


           ii.  it
is due or unpaid more than 90 days after the original invoice date; or 


          iii.  25%
or more of the Accounts from the Account Debtor are not deemed Eligible Accounts hereunder; or 



          iv.  the
total unpaid Accounts of the Account Debtor (other than Affiliated Distributors) exceed 20% of the net amount of all Eligible Accounts, to the extent of such
excess; or the total unpaid Accounts of Affiliated Distributors exceed 30% of the net amount of all Eligible Accounts, to the extent of such excess; or 


           v.  any
covenant, representation or warranty contained in the Agreement with respect to such Account has been breached; or 


          vi.  the
Account Debtor is also Borrower's creditor or supplier, or the Account Debtor has disputed liability with respect to such Account (to the extent of such dispute),
or the Account Debtor has made any claim with respect to any other Account due from such Account Debtor to Borrower (to the extent of such claim), or the Account is subject to a debit memo or a volume
rebate (to the extent of such volume rebate or debit memo) or the Account otherwise is or is reasonably expected to become subject to any right of setoff by the Account Debtor; or 


         vii.  the
Account Debtor has commenced a voluntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or made an assignment for the benefit of
creditors, or a decree or order for relief has been entered by a court having jurisdiction in the premises in respect of the Account Debtor in an involuntary case under the federal bankruptcy laws, as
now constituted or hereafter amended, or any other petition or other application for relief under the federal bankruptcy laws has been filed against the Account Debtor, or if the Account Debtor has
failed, suspended business, ceased to be Solvent, or 









 





consented
to or suffered a receiver, trustee, liquidator or custodian to be appointed for it or for all or a significant portion of its assets or affairs; or 


        viii.  it
arises from a sale to an Account Debtor outside the United States, unless the sale is on letter of credit, guaranty or acceptance terms in each case acceptable to
Agent in its sole discretion; or 


          ix.  it
arises from a sale to the Account Debtor on a bill-and-hold, guaranteed sale, sale-or-return,
sale-on-approval, consignment or any other repurchase or return basis; or 


           x.  the
Account Debtor is the United States of America or any department, agency or instrumentality thereof, unless Borrower assigns its right to payment of such Account to
Agent, in a manner satisfactory to Agent so as to comply with the Assignment of Claims Act of 1940 (31 U.S.C. §203 et seq., as amended); or 



          xi.  the
Account is subject to a Lien other than a Permitted Lien or the Account is not at all times subject to Agent's duly perfected, first priority security interest; or 


         xii.  the
goods giving rise to such Account have not been delivered to and accepted by the Account Debtor or the services giving rise to such Account have not been performed
by Borrower and accepted by the Account Debtor; or 


        xiii.  the
Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; or 



        xiv.  Borrower
has made any agreement with the Account Debtor for any deduction therefrom, except for discounts or allowances which are made in the ordinary course of
business for prompt payment and which discounts or allowances are reflected in the calculation of the face value of each invoice related to such Account; or 


         xv.  Borrower
has made an agreement with the Account Debtor to extend the time of payment thereof. 




*    *    *



        LIBOR Term A Portion—that portion of the Term Loan A specified in a LIBOR Request which is not less than $1,000,000 and is an
integral multiple of $250,000, which does not exceed the outstanding balance of the Term Loan A not already subject to a LIBOR Option and, which, as of the date of the LIBOR Request specifying such
LIBOR Term A Portion, has met the conditions for basing
interest on the LIBOR Rate in Section 2.3 of the Agreement and the LIBOR Period of which was commenced and not terminated." 


        2.    Reserves.    Agent, Lenders and Borrower agree to reduce the reserve created pursuant to clause (x) of
the last sentence of Section 1.1.1.(A) of the Loan Agreement to an amount equal to the principal balance of Term Loans B outstanding from time to time. 


        3.    Capital Expenditures.    Section 8.2.8 of the Loan Agreement is hereby deleted and the following is
inserted in its stead: 



        "8.2.8    Capital Expenditures.    Make Capital Expenditures (including, without limitation, by way of capitalized
leases) which, in the aggregate, as to Borrower and its Subsidiaries, exceed 



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during
any fiscal year of Borrower the amount set forth opposite such fiscal year in the following schedule: 



	Fiscal Year Ending
 
	 	Permitted Capital Expenditures

	Closing Date to December 31, 2000	 	$450,000
	December 31, 2001	 	$1,400,000
	December 31, 2002	 	$750,000 plus the Carryover Amount
	December 31, 2003 and 2004	 	$750,000"





        The
"Carryover Amount" shall mean the lesser of (x) $650,000 or (y) the excess (if any) of $1,400,000 over the actual amount of Capital Expenditures made by Borrower in the
fiscal year ending December 31, 2001. 


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


        5.    Governing Law.    This Second 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. 


        6.    Counterparts.    This Second 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 Second Amendment has been duly executed as of the first day written above. 



	HOUSTON WIRE & CABLE COMPANY,

as Borrower	 	BANK OF AMERICA, N.A.,

as a Lender
	

By:	

/s/  NICOL G. GRAHAM      
	
 	

By:	

/s/  MONIRAH SALAMA      

	Name:	Nicol G. Graham	 	Name:	Monirah Salama
	Title:	Secretary and Treasurer	 	Title:	Assistant Vice President
	

HWC Holding Corporation,

as Guarantor	
 	

The Cit Group/Business Credit, Inc.,

as a Lender
	

By:	

/s/  CHARLES SORRENTINO      
	
 	

By:	

/s/  GRANT WEISS      

	Name:	Charles Sorrentino	 	Name:	Grant Weiss
	Title:	Chief Executive Officer	 	Title:	Assistant Vice President
	

Fleet Capital Corporation,

as Agent and a Lender	
 	

 	

 
	

By:	

/s/  ARTHUR A. PESAVENTO      
	
 	

 	

 
	Name:	Arthur A. Pesavento	 	 	 
	Title:	Vice President	 	 	 




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Exhibit 10.6