**EXHIBIT 10.9****TAX MATTERS AGREEMENT**     This Tax Matters Agreement (the “Agreement”) is made and entered into effective as ofSeptember 30, 2006 (the “Effective Date”), by and among Coleman Cable, Inc., a Delaware corporation(the “Company”), and the Stockholders listed on Schedule A (collectively, the “Stockholders”). TheCompany and the Stockholders are hereinafter referred to individually as a “party” and collectivelyas the “parties.”     WHEREAS, certain of the Stockholders (the “Current Stockholders”) own all the issued andoutstanding capital stock of the Company;     WHEREAS, the Stockholders that are not Current Stockholders held stock of the Company for aportion of the period during which the Company was an “S corporation” within the meaning of Section1361 of the Internal Revenue Code of 1986, as amended (the “Code”);     WHEREAS, the Company is and has been an S corporation since January 1, 2000;     WHEREAS, the Company contemplates making an initial public offering (the “Offering”) of7,900,000 Shares of its common stock;     WHEREAS, the Company intends to make a distribution to the Stockholders as provided forherein;     WHEREAS, the Company and the Stockholders have entered into this Agreement as a condition tothe foregoing distribution and the Offering;     WHEREAS, from its inception through December 31, 1999, the Company was taxed as a “Ccorporation” (as defined in the Code), became an S corporation effective as of January 1, 2000 andwill continue as an S corporation through the Termination Date (defined below), after which it willbe taxed as a C corporation;     WHEREAS, it is anticipated that the Company’s election to be an S corporation will terminateas provided in Section 1.4, below; and     WHEREAS, in connection with the Offering, the Company and the Stockholders wish to provide forthe treatment of certain tax matters and for indemnification as provided in this Agreement.     NOW, THEREFORE, the parties agree as follows:     1. Tax Returns and Reporting.     1.1 Consistent Reporting by the Company. The Company shall not (except as required bylaw), without the consent of the Stockholders (which consent shall not be unreasonably withheld),with respect to any taxable year in which the Company is taxed as an S corporation, file anyamended income tax return or change any election or accounting method with respect to the Company, if such filing or change would increase any federal, state, local(including but not limited to city or county) or foreign income tax liability, including, in each
 

 
case, interest and penalties, if any (collectively, a “Tax Liability”) of the Stockholders for anyperiod.     1.2 Responsibility for Tax Returns. The Company shall file all tax returns requiredto be filed by it with respect to all periods for which returns shall become due after the closingof the Offering, including all returns for the short taxable year which concludes upon thetermination of the Company’s S election.     1.3 Responsibility for Taxes. The Stockholders shall file all required tax returnsreporting their allocable share of the Company’s taxable income for all applicable years prior tothe termination of the S election as provided in Section 1.4, subject only to the indemnities setforth in Section 2, below. The Stockholders shall not (except as required by law), without theconsent of the Company (which consent shall not be unreasonably withheld), with respect to anytaxable year prior to the termination of the S election as provided in Section 1.4, file anamended income tax return or change any election or accounting method with respect to the Companyif such filing or change would increase any Tax Liability of the Company after the Termination Dateor the date of the Offering.     1.4 Termination of S Status. The parties intend to terminate the Company’s status asan S corporation by electing to do so under Section 1362(d)(1) of the Code. The CurrentStockholders shall consent to the revocation of the S corporation election by filing an election tobe effective on the day of the Offering (such effective date the “Termination Date”).Notwithstanding the foregoing, the parties alternatively may agree to terminate the Company’sstatus as an S corporation under Section 1362(d)(2) of the Code by issuing shares of the Company’scommon stock in the Offering, in which case the date of the Offering shall be the Termination Date.     1.5 Allocation of Income. Pursuant to Section 1362(e)(1) of the Code, the Stermination year of the Company shall be divided into two short taxable years: an S short year anda C short year. The S short year of the Company shall be that portion of the Company’s Stermination year beginning on January 1, 2006 and ending on the day immediately preceding theTermination Date. The C short year of the Company shall be that portion of the Company’s Stermination year beginning on the Termination Date and ending on December 31, 2006. Further, theCompany shall allocate tax items between its two short taxable years ending and beginning,respectively, on the day immediately preceding the Termination Date and the Termination Date. TheCompany intends to elect to allocate tax items to its S short year and C short year pursuant to itsnormal tax accounting method (i.e., the closing of the books method), pursuant to Code Section1362(e)(3). As such, tax items shall be allocated to the S short year as if the tax year of theCompany ended on the day before the Termination Date and shall be allocated to the C short year asif the Company’s tax year commenced on the Termination Date.     2. Indemnification.     2.1 Indemnification of Stockholders.          2.1.1 Indemnification for Tax Liability. The Company hereby agrees to indemnify andhold the Stockholders from, against and in respect of any Tax Liability incurred
 

 
by the Stockholders resulting from a final judicial or administrative adjustment (by reason ofan amended return, claim for refund, audit or otherwise) to the Company’s taxable income which isthe result of an increase or change in character of the Company’s taxable income during the periodit was treated as an S corporation.          2.1.2 Tax Adjustment. In the event that an indemnification payment pursuant toSection 2.1.1 exceeds the amount of the increase in the Company’s accumulated adjustments account(as defined in Code Section 1368(e)(1)) resulting from the adjustment (or to the extent anindemnification payment to the Stockholders does not qualify as a distribution during thepost-termination transition period as defined in Code Section 1377(b)), the amount of suchindemnification payment shall be increased by an amount calculated pursuant to Section 2.1.4 below.          2.1.3 Fees and Costs. The Company hereby agrees to reimburse the Stockholders forsuch professional fees or other costs as are reasonably necessary to defend the Stockholders in theevent of an audit or review of the Stockholders’ income tax returns during a year in which theStockholders were reporting corporate income by virtue of the S corporation election. Suchreimbursement shall be limited to professional fees and costs proximately related to an audit ofthe Company’s taxable income.          2.1.4 Gross-Up for Additional Tax. In all events, and to the extent not otherwisereimbursed, the Company hereby agrees that if any payment pursuant to this Section 2.1 is deemed tobe taxable income to the Stockholders, the amount of such payment to the Stockholders shall beincreased by an amount necessary to equal the Stockholders’ additional Tax Liability related tosuch amount (including, without limitation, any taxes on such additional amounts) so that the netamount received and retained by the Stockholders after payment by the Stockholders of all taxesassociated with the indemnification payment is equal to the indemnification payment otherwiserequired to be made.     2.2 Indemnification of the Company.          2.2.1 Indemnification for Failure to Qualify as an S Corporation. Subject to thelimitation of liability contained in Section 2.2.2 below, the Stockholders agree to indemnify andhold the Company harmless from, against, and in respect of any Tax Liability of the Companyresulting from the Company failing to qualify as an S corporation under Section 1361(a)(1) of theCode (as enacted and in effect prior to the date of termination), pursuant to a final determinationby an applicable taxing authority, for any taxable year on or before the Termination Date as towhich the Company filed or files tax returns claiming status as an S corporation.          2.2.2 Indemnification Limited by Tax Benefit, Distributions. Notwithstandinganything to the contrary in this Agreement, each Stockholder’s obligation to indemnify pursuant toSection 2.2 of this Agreement shall be limited to the amount of such Stockholder’s actual taxsavings, if any, attributable to the circumstances giving rise to the increase in the Tax Liabilityof the Company. For this purpose, “actual tax savings” means the sum, for each Stockholder, of (a)any increase in the amount of federal income tax actually refunded to such Stockholder, plus (b)any decrease in such Stockholder’s U.S. federal income taxes paid resulting from a credit against
 

 
income tax payable claimed on a tax return of the Stockholder, in each case solely to theextent attributable to the circumstances giving rise to the increase in the Tax Liability of theCompany.          2.2.3 Obligation to Claim Refund; Fees and Costs. Each Stockholder that, as aresult of the circumstances giving rise to the increase in the Tax Liability of the Company, isentitled to claim a refund of U.S. federal income taxes previously paid, or a credit against U.S.federal income taxes to be paid, shall take reasonable steps to claim such refund or credit. TheCompany hereby agrees to reimburse the Stockholders for such incremental professional fees or othercosts as are reasonably necessary for the Stockholders to claim a refund or credit as required bythis Section 2.2.3.     3. Payment. Any indemnification payment required to be made pursuant to Section 2 ofthis Agreement shall be made within thirty (30) calendar days after receipt of written notice fromthe indemnified person that a payment is due hereunder, provided, however, that no Stockholdershall be required to make payment pursuant to Section 2.2 of this Agreement prior to suchStockholder’s receipt, by way of cash refund or reduced tax payment, of the actual tax savingsdescribed in Section 2.2.2.     4. Distribution to Stockholders. Prior to the closing of the Offering, theCompany shall declare dividends to the Stockholders in an amount equal to the Company’s estimate ofthe tax associated with the Company’s 2006 S corporation taxable earnings, including dividends ofapproximately $8 million in the third quarter of 2006 and approximately $1 million in the fourthquarter of 2006.     5. Waiver of Invalid Election or Termination of S Status. If the Internal RevenueService determines that the Company failed validly to elect to be an S corporation or that theCompany’s status as an S corporation was terminated inadvertently prior to the Termination Date,and if the Company wishes to obtain a ruling pursuant to Code Section 1362(f), the Stockholdersagree to make any adjustments required pursuant to Code Section 1362(f)(4) and approved by theCompany’s board of directors.     6. Miscellaneous.     6.1 Counterpart Execution. This Agreement may be executed in several counterparts,each of which shall be deemed an original, but all of which counterparts collectively shallconstitute one and the same instrument representing the Agreement between the parties hereto.     6.2 Governing Law. This Agreement shall be governed by New York law, without regardto choice of law rules applied by New York courts.     6.3 Successors and Assigns. This Agreement shall be binding on and shall inure tothe benefit of successors and assigns of the parties.     6.4 Section Headings. Section headings shall not affect the interpretation of thisAgreement.     6.5 Entire Agreement. This Agreement embodies the entire agreement of the partieswith respect to the subject matter contained herein.
 

 
     6.6 Further Assurances. The parties hereto agree to take all further actionsnecessary to effect the agreements contained herein.     6.7 Notices. All notices under this Agreement shall be in writing and deliveredpersonally or mailed by certified mail, postage prepaid, addresses to the parties at their lastknown address.     6.8 Amendment and Modification. This Agreement may be amended, modified orsupplemented only by a written agreement executed by all of the parties hereto.WHEREFORE this Agreement is entered into as of the Effective Date.(*The remainder of this page is intentionally left blank.*)
 

 
     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and deliveredas of the date first above written.     **COMPANY:**     COLEMAN CABLE, INC.     /s/ Richard N. Burger     Richard N. Burger  Executive Vice President, Chief Financial Officer,  Secretary and Treasurer     **STOCKHOLDERS:**     /s/ Richard N. Burger        /s/ Alexander Hasenfeld        /s/ Ephraim Hasenfeld        /s/ Hertz Hasenfeld        /s/ Jeffrey D. Johnston        /s/ Batsheva Friedman        /s/ Steven Friedman        /s/ Shmuel D. Levinson        /s/ Esther Loewy        /s/ Robert Loewy        /s/ Chaya Millet        /s/ Robert Millet        /s/ Chaim Perlow        /s/ Tzipora Perlow        /s/ Batya Silber        /s/ Brian Silber        /s/ Chani Stein        /s/ Diana Stein        /s/ Nachum Stein        /s/ Yakov Stein        /s/ G. Gary Yetman   
 

 
     THE DB 2006 TRUST     /s/ Ester Bistricer        /s/ Michael Friedman        /s/ Lester E. Lipschutz        The N & F TRUST 766        /s/ Feige Stein        /s/ Norman Dick        THE MB 2006 TRUST     /s/ Elsa Bistricer        /s/ Michael Friedman        /s/ Lester E. Lipschutz        THE A & Z HASENFELD TRUST     /s/ Zissy Hasenfeld        /s/ Norman Dick        THE EPHRAIM HASENFELD TRUST     /s/ Shoshana Hasenfeld        /s/ Joseph Mandel        THE HERTZ & LIBBY HASENFELD TRUST     /s/ Linda Hasenfeld        /s/ Stuart Jacobs   
 

 
Schedule AInvestorsDavid BistricerMoric BistricerRichard N. BurgerAlexander HasenfeldEphraim HasenfeldHertz HasenfeldJeffrey D. JohnstonBatsheva FriedmanSteven FriedmanShmuel D. LevinsonEsther LoewyRobert LoewyChaya MilletRobert MilletChaim PerlowTzipora PerlowBatya SilberBrian SilberChani SteinDiana SteinNachum SteinYakov Stein
 

 
G. Gary YetmanThe A & Z Hasenfeld TrustThe Ephraim Hasenfeld TrustThe Hertz & Libby Hasenfeld TrustThe DB 2006 TrustThe MB 2006 TrustThe N & F Trust 766