exv10w5



 





EXHIBIT 10.5




AMENDMENT TO

CONSULTING AGREEMENT




          AMENDMENT (this “Amendment”), by and between Coleman Cable, Inc., a Delaware
corporation (“Coleman”) and David Bistricer, an individual (the “Consultant”), will become
effective upon consummation of the offering of Coleman’s common stock under Rule 144A of the
Securities Act of 1933, with Friedman, Billings, Ramsey & Co., Inc. acting as initial purchaser and
placement agent, provided that such offering is consummated before October 31, 2006.



          WHEREAS, Coleman and the Consultant have previously entered into a Consulting Agreement, dated
as of October 1, 2004 (the “Agreement”); and



          WHEREAS, pursuant to Section 6.6 of the Agreement, Coleman and the Consultant desire
to amend the Agreement as hereinafter set forth.



          NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree to amend the Agreement as follows:




	 	1.	 	The recital in Section 2 of the Agreement is hereby deleted in its entirety and
replaced with the following:
	 
	 	 	 	Duties and Obligations of Consultant. Consultant shall (i) provide advice and
counsel on business planning and strategy, including, among other things, (a) monitoring
merger and acquisition activity, (b) identifying potential acquisition targets, (c) advising
on the structure of potential transactions, and (d) providing negotiating assistance; and
(ii) provide reports to Coleman’s Board of Directors regarding these activities.
	 
	 	2.	 	The recital in Section 3 of the Agreement is hereby deleted in its entirety and
replaced with the following:
	 
	 	 	 	Consulting Fees. In consideration of the Consultant providing the designated services
for Coleman as set forth herein, Coleman agrees to pay the Consultant an annual fee in the amount
of $175,000, payable quarterly, beginning July 1, 2006.
	 
	 	3.	 	The recital in Section 5.1 of the Agreement is hereby deleted in its entirety
and replaced with the following:
	 
	 	 	 	Term. The engagement of the Consultant shall continue for a term commencing on July
1, 2006 and ending on June 30, 2007 (the “Term”).
	 
	 	4.	 	The recital in Section 5.2 of the Agreement is hereby deleted in its entirety
and replaced with the following:
	 
	 	 	 	Termination. Beginning on July 1, 2006, the term of this Agreement shall be extended
automatically from year to year, subject to termination by either party upon thirty (30)




 









 






	 	 	 	days written notice. Upon termination, all sections of this Agreement (other than sections
1.3 and 6.10) shall terminate, unless both parties mutually agree otherwise in writing.
	 
	 	5.	 	The provisions of the Agreement that have not been amended hereby shall remain in full
force and effect. The provisions of the Agreement amended hereby shall remain in full
force and effect as amended.
	 
	 	6.	 	This Amendment may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.





[Signature Page Follows]




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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered
as of the date first above written.



	 	 	 
	 

	 	CONSULTANT
	 
	 	 
	 

	 	/s/ David Bistricer
	 

	 	 
	 

	 	David Bistricer
	 
	 	 
	 

	 	COLEMAN CABLE, INC.
	 
	 	 
	 

	 	/s/ Richard N. Burger
	 

	 	 
	 

	 	Richard N. Burger
	 

	 	Executive Vice President, Chief Financial Officer,
	 

	 	Secretary and Treasurer