**Exhibit 10.37**

SIXTH AMENDMENT TOLOAN AND SECURITY AGREEMENT

THIS SIXTH AMENDMENT TOLOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of April 2, 2007(the “Effective Date”), is entered into by and among Channell CommercialCorporation, a Delaware corporation (“Domestic Borrower”), Channell CommercialCanada, Inc., an Ontario corporation (“Canadian Borrower”), Channell Limited, alimited liability company incorporated under the laws of England and Wales (“CLU”),Channell Commercial Europe Limited, a limited liability company incorporatedunder the laws of England and Wales (“CCEL” and, together with CLU, “UKBorrowers”, and, together with Domestic Borrower, Canadian Borrower and CLU, “Borrowers”),Bank of America, N.A., as assignee of Banc of America Leasing and Capital, LLC,successor-in-interest to Fleet Capital Corporation, as Administrative Agentunder the Loan Agreement referred to below (in such capacity, the “AdministrativeAgent”), BABC Global Finance Inc., as assignee of Fleet Capital Global Finance,Inc., as assignee of Fleet Capital Canada Corporation, as Canadian Agent underthe Loan Agreement referred to below (in such capacity, the “Canadian Agent”),Bank of America, N.A., as successor-in-interest to Fleet National Bank, LondonU.K. Branch, as UK Agent under the Loan Agreement referred to below (in suchcapacity, the “UK Agent”), and the Lenders party to the Loan Agreement referredto below, with reference to the following facts:

RECITALS

A.            The Borrowers are party to the Loan and SecurityAgreement dated as of September 25, 2002 (as heretofore amended, the “LoanAgreement”), with the lenders party thereto from time to time (collectively,the “Lenders”), the Administrative Agent, the Canadian Agent, and the UK Agent,pursuant to which the Lenders have provided certain credit facilities to theBorrowers.

B.            Pursuant to the letter agreement dated as of July 25,2006, by and among the Administrative Agent, Domestic Borrower and CanadianBorrower, the Administrative Agent consented to an intercompany loan byDomestic Borrower to Bushmans Group Pty Limited (“Busman Tanks”), an affiliateof Domestic Borrower, in an initial principal amount of $1,600,000, which loanwas to mature on March 22, 2007 (such loan is hereafter referred to as the “BushmanTanks Loan”). The current outstanding principal amount of the Bushman TanksLoan is $943,000.

C.            Pursuant to the Waiver and Fifth Amendment to Loan andSecurity Agreement dated as of February 12, 2007, by and among the Borrowers,the Administrative Agent, the Canadian Agent, the UK Agent and the Lenders, theparties thereto agreed to amend the Loan Agreement to, *inter alia*,(i) temporarily decrease the amount of Reserves established under the LoanAgreement from $600,000 to $300,000 and (ii) temporarily decrease theAggregate Availability required pursuant to Section 8.2.18 of the LoanAgreement from $1,500,000 to $500,000.

D.            The Borrowers have requested that the Lenders consent toan extension of the maturity date of, and an increase in the principal amountof, the Bushman Tanks Loan.

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E.             The Lenders are willing to consent to such amendments,subject to the conditions hereof, including without limitation, (i) an increasein the required Aggregate Availability to $1,500,000 and (ii) an increase inthe amount of the Reserves to $600,000.

NOW,THEREFORE, in consideration of the foregoing, and for other good and valuableconsideration, the adequacy of which is hereby acknowledged, each of theundersigned hereby agrees as follows:

1.             DefinedTerms. Any and all initially capitalized terms used in this Amendmentwithout definition shall have the respective meanings specified in the LoanAgreement.

2.             Increaseof Reserves. Without limiting its right to impose additional discretionaryReserves from time to time pursuant to Section 1.1.5 of the Loan Agreement, asof the Effective Date, the Reserves heretofore established by theAdministrative Agent under the Loan Agreement shall be increased from $300,000to $600,000.

3.             Increasein Aggregate Availability Requirement. Section 8.2.18 of the Loan Agreementis amended to read in full as follows:

“8.2.18 Aggregate Availability.

Permit AggregateAvailability to be less than $1,500,000.”

4.             Consentto Amendments to Bushman Tanks Loan. The Lenders hereby consent to anamendment to the Bushman Tanks Loan in order to (a) increase the aggregateoutstanding principal amount from $943,000 to $1,193,000 and (b) to extendthe maturity date from March 22, 2007 to June 30, 2007.

5.             AmendmentFee. In consideration of the agreement of the Agents and the Lenders toenter into this Amendment, Domestic Borrower hereby agrees to pay to theAdministrative Agent on the Effective Date, for the sole account of theDomestic Lender, an amendment fee in the amount of $5,000 (the “Amendment Fee”),which fee shall be deemed fully-earned and non-refundable once paid. DomesticBorrower hereby acknowledges and agrees that the Administrative Agent mayeffect payment of the Amendment Fee by charging the full amount thereof to theDomestic Loan Account.

6.             ConditionsPrecedent. The effectiveness of this Amendment shall be subject to theprior satisfaction of the following conditions:

(a)           ThisAmendment. The Administrative Agent shall have received, in form andsubstance satisfactory to the Administrative Agent, an original of thisAmendment, duly executed by the Borrowers, the Administrative Agent, theCanadian Agent, and the UK Agent;

(b)           IntercompanyNote. The Administrative Agent shall received, in form and substancesatisfactory to the Administrative Agent, an original amended and restatedintercompany note evidencing the Bushman Tanks Loan duly executed by

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Bushman Tanks,along with an original endorsement allonge for such note, duly executed byDomestic Borrower;

(c)           NoDefaults. The Borrowers and all other Loan Parties shall be in compliancewith all the terms and provisions of the Loan Documents applicable to suchPerson or its Property, and no Default or Event of Default shall have occurredand be continuing;

(d)           Accuracyof Representations and Warranties. All of Borrowers’ representations andwarranties contained herein shall be true and correct on and as of the date ofexecution hereof; and

(e)           Paymentof the Amendment Fee. The Administrative Agent shall have received theAmendment Fee.

7.                                       Representationsand Warranties.

(a)           Reaffirmation of PriorRepresentations and Warranties. Each Borrower hereby reaffirms and restatesas of the date hereof all of the representations and warranties made by suchBorrower in the Loan Agreement and the other Loan Documents, which shall betrue and correct in all material respects, except to the extent suchrepresentations and warranties specifically relate to an earlier date.

(b)           No Default. No Default orEvent of Default has occurred and remains continuing under any of the LoanDocuments.

8.                                       Miscellaneous.

(a)           Reference to Loan Agreement. TheLoan Agreement, each of the other Loan Documents, and any and all otheragreements, documents or instruments now or hereafter executed and deliveredpursuant to the terms hereof, or pursuant to the terms of the Loan Agreement asamended hereby, are hereby amended so that any reference therein to the LoanAgreement shall mean a reference to the Loan Agreement as amended by thisAmendment.

(b)           Loan Agreement Remains in Effect.The Loan Agreement and the other Loan Documents remain in full force and effectand the Borrowers ratify and confirm their agreements and covenants containedtherein.

(c)           APPLICABLE LAW. THIS AMENDMENTSHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN THE STATE OFCALIFORNIA AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWSOF THE STATE OF CALIFORNIA.

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(d)           Counterparts. This Amendmentmay be executed in one or more counterparts, each of which when so executedshall be deemed to be an original, but all of which when taken together shallconstitute one and the same instrument.

[signature pagefollows]

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INWITNESS WHEREOF, the parties have entered into this Amendment by theirrespective duly authorized officers as of the date first above written.
|            | **Channell Commercial Corporation,**     | ** **                  |
|------------|------------------------------------------|-----------------------------|
|       | a Delaware corporation                   |                        |
|       |                                     |                        |   |
|       | By:                                      | /s/ Patrick E. McCready     |   |
|       | Name:                                    | Patrick E. McCready         |   |
|       | Title:                                   | CFO                         |   |
|       |                                     |                        |   |
| ** ** | **Channell Commercial Canada Inc.,**     | ** **                  |
|       | an Ontario corporation                   |                        |
|       |                                     |                        |   |
|       | By:                                      | /s/ William H. Channell, Jr |   |
|       | Name:                                    | William H. Channell, Jr     |   |
|       | Title:                                   | President & CEO         |   |
|       |                                     |                        |   |
| ** ** | **Channell Limited,**                    | ** **                  |
|       | a limited liability company incorporated |                        |
|       | under the laws of England and Wales      |                        |
|       |                                     |                        |   |
|       | By:                                      | /s/ William H. Channell, Jr |   |
|       | Name:                                    | William H. Channell, Jr     |   |
|       | Title:                                   | President & CEO         |   |
|       |                                     |                        |   |
| ** ** | **Channell Commercial Europe Limited,**  | ** **                  |
|       | a limited liability company incorporated |                        |
|       | under the laws of England and Wales      |                        |
|       |                                     |                        |   |
|       | By:                                      | /s/ William H. Channell, Jr |   |
|       | Name:                                    | William H. Channell, Jr     |   |
|       | Title:                                   | President & CEO         |   |

 

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|            | **Bank of America, N.A.,**                     | ** **                                    |
|------------|------------------------------------------------|-----------------------------------------------|
|       | (as assignee of Banc of America                |                                          |
|       | Leasing and Capital, LLC, successor-           |                                          |
|       | in-interest to Fleet Capital Corporation),     |                                          |
|       | as Administrative Agent and as sole            |                                          |
|       | Domestic Lender                                |                                          |
|       |                                           |                                          |   |
|       | By:                                            | /s/ Matthew R. Van Steenhuyse                 |   |
|       |                                           | Matthew R. Van Steenhuyse                     |   |
|       |                                           | Senior Vice President & Portfolio Manager |   |
|       |                                           |                                          |   |
| ** ** | **Bank of America, N.A., Canada Branch**       | ** **                                    |
|       | (successor to BABC Global Finance Inc.)        |                                          |
|       |                                           |                                          |   |
|       | By:                                            | /s/ Nelson Lam                                |   |
|       | Name:                                          | Nelson Lam                                    |   |
|       | Title:                                         | Vice President                                |   |
|       |                                           |                                          |   |
| ** ** | **Bank of America, N.A.**                      | ** **                                    |
|       | (successor-in-interest to Fleet National Bank, |                                          |
|       | London U.K. Branch), as UK Agent and as UK     |                                          |
|       | Lender                                         |                                          |
|       |                                           |                                          |   |
|       | By:                                            | /s/ Matthew R. Van Steenhuyse                 |   |
|       |                                           | Matthew R. Van Steenhuyse                     |   |
|       |                                           | Senior Vice President & Portfolio Manager |   |

 

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