AMENDMENT NUMBER SIX TO CREDIT AGREEMENT

EXHIBIT 10.m

AMENDMENT NUMBER SIX TO CREDIT AGREEMENT

          This AMENDMENT NUMBER SIX TO CREDIT AGREEMENT (this “ Amendment ”), dated as of March 25, 2009, is entered into by and among BELL INDUSTRIES, INC. , a California corporation (“ Parent ”), and each of Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent are referred to hereinafter each individually as a “ Borrower ”, and individually and collectively, jointly and severally, as the “ Borrowers ”), the lenders signatory hereto (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “ Lender ” and collectively, the “ Lenders ”), and WELLS FARGO FOOTHILL, INC. , a California corporation (“ WFF ”), as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “ Agent ”). Initially capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed thereto in the Credit Agreement (as defined below).

W I T N E S S E T H

          WHEREAS, Borrowers and the Lender Group are parties to that certain Credit Agreement, dated as of January 31, 2007 (as amended, restated, supplemented, or otherwise modified from time to time, the “ Credit Agreement ”);

          WHEREAS, the Borrowers have requested that the Agent and the Lenders make certain amendments to the Credit Agreement; and

          WHEREAS, upon the terms and conditions set forth herein, Agent and Lenders are willing to accommodate the Borrowers’ requests.

          NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Amendments to Credit Agreement .

     (a)  Schedule 1.1 of the Credit Agreement is hereby amended by deleting the following definitions in their entirety: “Atlanta MDS Availability Block Amount”, “Atlanta MDS Date”, “Atlanta Net Cash Proceeds”, “Eligible SkyTel Accounts”, “MDS Availability Block Amount”, “NY MDS Availability Block Amount”, “NY MDS Date”, “NY MDS Net Cash Proceeds”, “Second Amendment Block Amount”, and “SkyTel Dilution Reserve”.

     (b)  Schedule 1.1 of the Credit Agreement is hereby amended and modified by amending and restating, or adding (as applicable) the following definitions in the appropriate alphabetical order:

          ““ Availability Block ” means (a) from March 1, 2009 and up to and including June 30, 2009, $4,500,000, (b) from July 1, 2009 and up to and including October 31, 2009, $3,500,000, and (c) from and after November 1, 2009, $6,000,000.”

          ““ Base LIBOR Rate ” means the greater of (a) 3.0% percent per annum, and (b) the rate per annum, determined by Agent in accordance with its customary procedures, and utilizing such electronic or other quotation sources as it considers appropriate, to be the rate at which Dollar deposits (for delivery on the first day of the requested Interest Period) are offered to major banks in the London interbank market 2 Business Days prior to the commencement of the requested Interest Period, for a term and in an amount comparable to the Interest Period and the amount of the LIBOR Rate Loan requested (whether as an initial LIBOR Rate Loan or as a continuation of a LIBOR Rate Loan or as a conversion of a Base Rate Loan to a LIBOR Rate Loan) by Administrative Borrower or any other Borrower in accordance with the Agreement, which determination shall be conclusive in the absence of manifest error.”

          ““ Base Rate ” means, the greater of (a) 3.50% percent per annum and (b) the rate of interest announced, from time to time, within Wells Fargo at its principal office in San Francisco as its “prime rate”, with the understanding that the “prime rate” is one of Wells Fargo’s base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publications as Wells Fargo may designate.”

          ““ Base Rate Margin ” means (a) at any time prior to November 1, 2009, 4.00 percentage points, (b) from November 1, 2009 and up to and including January 31, 2010, 4.25 percentage points, (c) from and after February 1, 2010, 4.50 percentage points.”

          “ Borrowing Base ” means, as of any date of determination, the result of:

(a) 85% of the amount of Eligible Bell Accounts, less the amount, if any, of the Bell Dilution Reserve, plus

(b) 60% of the amount of Eligible Dating Terms Accounts, less the amount, if any, of the Dating Terms Dilution Reserve, plus

(c) the least of

     (i) $4,500,000,

     (ii) 50% of the value of Eligible Inventory, and

     (iii) 80% times the most recently determined Net Liquidation Percentage (the “ NOLV Percentage ”) times the book value of Bell Minnesota’s Eligible Inventory (it being understood that the NOLV Percentage is subject to seasonal adjustments and Agent may, in its discretion, determine the periods subject to such adjustments), minus

(d) the sum of (i) the Bank Product Reserve, (ii) the Landlord Reserve, (iii) the Ingram Micro Reserve, (iv) the GE Reserve, (v) the IBM Reserve, and (vi) the aggregate amount of reserves, if any, established by Agent under Section 2.1(b) .”

          ““ LIBOR Rate Margin ” means (a) at any time prior to November 1, 2009, 4.00 percentage points, (b) from November 1, 2009 and up to and including January 31, 2010, 4.25 percentage points, (c) from and after February 1, 2010, 4.50 percentage points.”

     (c)  Section 2.1(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make advances (“ Advances ”) to Borrowers in an amount at any one time outstanding not to exceed such Lender’s Pro Rata Share of an amount equal to the lesser of (i) the result of (y) the Maximum Revolver Amount at such time less (z) the Letter of Credit Usage at such time, and (ii) the result of (y) the Borrowing Base at such time less (z) the sum of (A) the Availability Block at such time plus (B) the Letter of Credit Usage at such time.”

     (d)  Section 2.6(b) of the Credit Agreement is hereby amended and restated in its entirety as follows:

          “(b) Letter of Credit Fee . Borrowers shall pay Agent (for the ratable benefit of the Lenders with a Revolver Commitment, subject to any agreements between Agent and individual Lenders), a Letter of Credit fee (in addition to the charges, commissions, fees, and costs set forth in Section 2.12(e) ) which shall accrue at a rate equal to the LIBOR Rate Margin times the Daily Balance of the undrawn amount of all outstanding Letters of Credit.”

     (e)  Section 2.12(a)(i) of the Credit Agreement is hereby amended and restated in its entirety as follows:

          “(i) the Letter of Credit Usage would exceed the result of (y) the Borrowing Base less (z) the sum of (A) the Availability Block plus (B) the outstanding amount of Advances, or”

     (f)  Section 3.3 of the Credit Agreement is hereby amended and restated in its entirety as follows:

          “3.3 Term . This Agreement shall continue in full force and effect for a term ending on March 31, 2010 (the “ Maturity Date ”). The foregoing notwithstanding, the Lender Group, upon the election of the Required Lenders, shall have the right to terminate its obligations under this Agreement immediately and without notice upon the occurrence and during the continuation of an Event of Default.”

     (g)  Section 5.9 of the Credit Agreement is hereby amended and modified by adding the following new provision at the end thereof:

          “The foregoing to the contrary notwithstanding, Borrowers’ failure to provide Agent with a Collateral Access Agreement with respect to the following location shall not constitute an Event of Default under the Credit Agreement or any other Loan Document: 580 Yankee Doodle Road, Eagan, MN 55121.”

     (h)  Section 6.16(a) of the Credit Agreement hereby is amended and restated in its entirety to read as follows:

          “(a) Minimum Adjusted EBITDA.

                    Fail to achieve Adjusted EBITDA, measured on a month-end basis, of at least the required amount set forth in the following table for the applicable period set forth opposite thereto:

          Agent, in its Permitted Discretion, shall establish the minimum Adjusted EBITDA covenant for each trailing 12 month period after December 31, 2009, which covenant levels will be based upon Borrowers’ projections for such trailing 12 month period delivered to Agent pursuant to Section 5.3 of this Agreement and utilizing criteria similar to the criteria that Agent used to establish the Adjusted EBITDA covenants in the above table. Borrowers shall execute any amendment to this Section 6.16(a) reasonably requested by Agent in order to document the inclusion of such minimum Adjusted EBITDA covenant levels for such periods in the covenant set forth in this Section 6.16(a) . If Borrowers fail to timely deliver the projections pursuant to Section 5.3 of th