AMENDED AND RESTATED GUARANTY

EXECUTION COPY

This AMENDED AND RESTATED GUARANTY (the “ Guaranty” ), dated as of September 21, 2009, is made by Houston Wire & Cable Company, a Delaware corporation (the “ Guarantor” ), in favor of Bank of America, N.A., a national banking association, as agent (“ Agent” ), for the benefit of the Agent and each of the Lenders from time to time parties to the hereinafter defined Loan Agreement (“ Lenders” ).

WHEREAS , Guarantor (f/k/a HWC Holding Corporation) executed a certain Guaranty (“ 2000 Guaranty”) in favor of Fleet Capital Corporation (the predecessor-in-interest to Agent) in connection with a certain Amended and Restated Loan and Security Agreement (as amended, restate, supplemented or otherwise modified from time to time, the “ 2000 Loan Agreement ”) dated May 22, 2000 by and among Fleet Capital Corporation (predecessor-in-interest to Agent), the lenders signatory thereto (“ Lenders ”), Guarantor and HWC Wire & Cable Company, a Delaware corporation (f/k/a Houston Wire & Cable Company and herein “ Borrower ”); and

WHEREAS , Agent, Lenders, Guarantor and Borrower wish to amend and restate the 2000 Loan Agreement pursuant to that certain Second Amended and Restated Loan and Security Agreement dated as of the date hereof (the same, as it may be amended, restated, supplemented or otherwise modified and in effect from time to time, the “ Loan Agreement ”); and

WHEREAS , the Guarantor continues to own all of the outstanding shares of capital stock of Borrower and, as such, will derive direct and indirect economic benefits from the continuing making of the “ Loans” (as defined in the Loan Agreement); and

WHEREAS , in connection with the making of the Loans under the Loan Agreement and as a condition precedent thereto, Agent and Lenders require that the Guarantor shall have executed and delivered this Amended and Restated Guaranty;

NOW, THEREFORE , in consideration of the premises and in order to induce Agent and Lenders to make the Loans and to issue the Letters of Credit under the Loan Agreement, the Guarantor hereby agrees with Agent and Lenders, for benefit of Agent and Lenders:

1.           Defined Terms

Capitalized terms used herein which are not otherwise defined herein are used with the meanings ascribed to such terms in the Loan Agreement.

2.           Guaranty of Payment

(a)           The Guarantor hereby unconditionally guaranties the full and prompt payment to Agent, for its benefit and for the benefit of Lenders when due, upon demand, at maturity or by reason of acceleration or otherwise and at all times thereafter, of any and all of the Obligations.

(b)           The Guarantor acknowledges that valuable consideration supports this Guaranty, including, without limitation, the consideration set forth in the recitals above.

(c)           The Guarantor agrees that all payments under this Guaranty shall be made in United States currency in the same manner as provided for in the Loan Agreement.

3.           Costs and Expenses

The Guarantor agrees to pay on demand, if not paid by Borrower, all reasonable costs and expenses of every kind incurred by Agent or any Lender; (a) in enforcing this Guaranty; (b) in collecting any of the Obligations from Borrower or the Guarantor; and (c) in realizing upon or protecting any collateral for this Guaranty or for payment of any of the Obligations.  “Costs and expenses” as used in the preceding sentence shall include, without limitation, the actual reasonable attorneys’ fees incurred by Agent or any Lender in retaining counsel for advice, suit, appeal, any insolvency or other proceedings under the Bankruptcy Code or (as defined below) otherwise, or for any purpose specified in the preceding sentence.

4.           Nature of Guaranty:  Continuing, Absolute and Unconditional

(a)           This Guaranty is and is intended to be a continuing guaranty of payment of the Obligations, independent of and in addition to any other guaranty, indorsement, collateral or other agreement held by Agent or any Lender therefor or with respect thereto, whether or not furnished by the Guarantor.  The obligations of the Guarantor to repay the Obligations hereunder shall be unlimited.  At all times prior to the final payment and performance in full of the Obligations, the Guarantor shall have no right of subrogation with respect to the Obligations or any payments made by the Guarantor hereunder and hereby waives any right to enforce any remedy which Agent or any Lender now have or may hereafter have against Borrower or any endorser or any other guarantor of all or any part of the Obligations.  The Guarantor hereby waives any benefit of, and any right to participate in, any security or collateral given to Agent or Lenders to secure payment of the Obligations or any part thereof, and the Guarantor agrees that it will not take any action to enforce any obligations of Borrower to the Guarantor prior to the Obligations being paid in full; provided that, in the event of the bankruptcy or insolvency of Borrower, Agent, and Lenders shall be entitled notwithstanding the foregoing, to file in the name of the Guarantor or in their own name a claim for any and all indebtedness owing to the Guarantor by Borrower (exclusive of this Guaranty), to vote such claim and to apply the proceeds of any such claim to the Obligations.

(b)           For the further security of Agent, for its benefit and the benefit of Lenders, and without in any way diminishing the liability of the Guarantor, until all of the Obligations have been paid in full, all debts and liabilities, present or future of Borrower to the Guarantor and, except as otherwise permitted by the Loan Agreement, all monies received from Borrower or for its account by the Guarantor in respect thereof shall be received in trust for Agent, for its benefit and the benefit of Lenders, and forthwith upon receipt shall be paid over to Agent, for its benefit and the benefit of Lenders, to be credited and applied, whether the Obligations are matured or unmatured, in accordance with the terms of the Loan Agreement.  This assignment and postponement is independent of and severable from this Guaranty and shall remain in full effect whether or not the Guarantor is liable for any amount under this Guaranty.

(c)           This Guaranty is absolute and unconditional and shall not be changed or affected by any representation, oral agreement, act or thing whatsoever, except as herein provided.  This Guaranty is intended by the Guarantor to be the final, complete and exclusive expression of the guaranty agreement between the Guarantor, Agent and Lenders.  No modification or amendment of any provision of this Guaranty shall be effective unless in writing and signed by a duly authorized officer of Agent and by the Guarantor.

(d)           Until final payment and performance in full of the Obligations, the Guarantor hereby releases Borrower from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise) any, “claims” (as defined in Section 101(4) of the United States Bankruptcy Code, as amended (the “ Bankruptcy Code” )), whether arising under any law, ordinance, rule, regulation, order, policy or other requirement of any domestic or foreign government, or any instrumentality or agency thereof, having jurisdiction over the conduct of its business or assets or otherwise, to which the Guarantor is or would at any time be entitled by virtue of its obligations hereunder, any payment made pursuant hereto or the exercise by Agent of its rights with respect to the Collateral, including any such claims to which the Guarantor may be entitled as a result of any right of subrogation, exoneration or reimbursement.

5.           Certain Rights and Obligations

(a)           To the extent permitted by applicable law, the Guarantor authorizes Agent, for its benefit and the benefit of Lenders, without notice, demand or any reservation of rights against the Guarantor and without affecting the Guarantor’s obligations hereunder, from time to time:

(i)           to renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to Borrower or others as provided by an amendment(s) to the Loan Agreement executed by Borrower, Agent and Lenders and/or Required Lenders, the terms of the Loan Agreement with respect to acceleration or in any waiver or consent executed by Agent, Lenders and/or Required Lenders, with respect to any indulgence;

(ii)           to accept from any Person and hold collateral for the payment of the Obligations or any part thereof, and to modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof;

(iii)         to accept and hold any indorsement or guaranty of payment of the Obligations or any part thereof, and to discharge, release or substitute any such Obligation of any such indorser or guarantor, or any Person who has given any security interest in any collateral as security for the payment of the Obligations or any part thereof, or any other Person in any way obligated to pay the Obligations or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such indorser, guarantor, or Person;

(iv)         to dispose of any and all collateral securing the Obligations in any manner as Agent in its sole discretion may deem appropriate, and to direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations or any part thereof as Agent in its sole discretion may determine;

(v)         except as otherwise provided in the Loan Agreement, to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations (whether principal, interest, fees, costs, and expenses, or otherwise) including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Obligations even though Agent might lawfully have elected to apply such payments to the Obligations to amounts which are not covered by this Guaranty; and

(vi)         to take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as Agent in its sole discretion may deem appropriate;

and generally to do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of the Guarantor as a guarantor or surety in whole or in part, and in no case shall Agent be responsible or shall the Guarantor be released either in whole or in part for any act or omission in connection with Agent or any Lender having sold any collateral for less than fair value.

(b)           If any default shall be made in the payment of any of the Obligations and any grace period has expired with respect thereto as provided in the Loan Agreement, the Guarantor hereby agrees to pay the same in full to the extent hereinafter provided:

(i)           without deduction by reason of any setoff, defense (other than payment) or counterclaim of Borrower;

(ii)          without requiring presentment, protest or notice of nonpayment or notice of default to the Guarantor, to Borrower or to any other Person;

(iii)         without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of Borrower;

(iv)         without requiring Agent or any Lender to resort first to Borrower (this being a guaranty of payment and not of collection) or to any other guaranty or any collateral which Agent or any Lender may hold;

(v)          without requiring notice of acceptance hereof or assent hereto by Agent;

(vi)         without requiring notice that any of the Obligations have been incurred, extended or continued or of the reliance by Agent or any Lender upon this Guaranty;

all of the foregoing which the Guarantor hereby waives.

(c)           To the extent permitted by applicable law, the Guarantor’s obligation hereunder shall not be affected by any of the following, all of which the Guarantor hereby waives:

(i)           any failure to perfect or continue the perfection of any security interest in or other lien on any collateral securing payment of any of the Obligations or the Guarantor’s obligation hereunder;

(ii)          the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of, any such security interest or other lien or guaranty of the Obligations;

(iii)         any failure to protect, preserve or insure any such collateral;

(iv)         failure of the Guarantor to receive notice of any intended disposition of such collateral;

(v)         any defense arising by reason of the cessation from any cause whatsoever of liability of Borrower including, without limitation, any failure, negligence or omission by Agent or any Lender in enforcing their claims against Borrower;

(vi)         any release, settlement or compromise of any obligation of Borrower;

(vii)