EXHIBIT 10.2 FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER

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EXHIBIT 10.2

FIRST AMENDMENT TO

CREDIT AGREEMENT

AND WAIVER

THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER dated as of September

30, 2004 (the "Amendment") relating to the Credit Agreement referenced below, is

by and among COLEMAN CABLE, INC., a Delaware corporation (the "Company"),

certain Subsidiaries of the Company identified on the signature pages hereto as

a Borrower (collectively referred to as the "Subsidiary Borrowers" or

individually referred to as a "Subsidiary Borrower") (hereinafter, the Company

and the Subsidiary Borrowers collectively referred to as the "Borrowers" or

individually referred to as a "Borrower"), each of the financial institutions

identified as Lenders on the signature pages hereto (referred to individually as

a "Lender" and, collectively, as the "Lenders"), and WACHOVIA BANK, NATIONAL

ASSOCIATION ("Wachovia"), as administrative agent (in such capacity, the

"Administrative Agent" or the "Agent").

WITNESSETH

WHEREAS, a $75,000,000 credit facility has been extended to the Borrowers

pursuant to the terms of that certain Credit Agreement dated as of September 28,

2004 (as amended, modified or otherwise supplemented from time to time, the

"Credit Agreement") among the parties identified in the introductory paragraph

above;

WHEREAS, as an inducement to close the Credit Agreement, the Credit

Parties provided a Post Closing Agreement dated September 28, 2004 (the "Post

Closing Agreement") to the Administrative Agent, pursuant to which the Credit

Parties agreed to deliver or cause to be delivered to the Administrative Agent

leasehold mortgages on each leasehold property listed on Schedule 6.19 to the

Credit Agreement within 60 days after the Closing Date (the "Post Closing

Requirement");

WHEREAS, the Company has requested that the Administrative Agent waive the

Post Closing Requirement for the leasehold property of the Credit Parties

located in Oswego, New York (the "Oswego Property"); and

WHEREAS, the Administrative Agent has agreed to provide such waiver, and

the parties hereto have agreed to amend the Credit Agreement, on the terms and

conditions provided herein.

NOW, THEREFORE, in consideration of these premises and other good and

valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties hereto agree as follows:

PART 1

DEFINITIONS

SUBPART 1.1 Certain Definitions. The following terms used in this

Amendment, including its preamble and recitals, have the following meanings:

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"Amended Credit Agreement" means the Credit Agreement, as amended

hereby and as further amended, supplemented or otherwise modified from

time to time.

"First Amendment Date" is defined in Subpart 4.1.

SUBPART 1.2 Other Definitions. Unless otherwise defined herein or the

context otherwise requires, terms used in this Amendment, including its preamble

and recitals, have the meanings provided in the Amended Credit Agreement.

PART 2

AMENDMENTS TO CREDIT AGREEMENT

SUBPART 2.1 Amendment to Section 5.2. Section 5.2(a)(iii) of the Credit

Agreement is hereby deleted in its entirety.

SUBPART 2.2 Amendment to Section 6.6. Section 6.6(b) of the Credit

Agreement is hereby deleted in its entirety.

SUBPART 2.3 Amendment to Section 7.5. Section 7.5 of the Credit Agreement

is hereby deleted in its entirety and replaced with the following:

7.5 PROCEEDINGS OR ADVERSE CHANGES.

The Credit Parties will as soon as possible, and in any event

within five (5) Business Days after any Credit Party learns of the

following, give written notice to the Agent of any proceeding(s) being

instituted or threatened to be instituted by or against any Credit Party

or any of its Subsidiaries in any federal, state, local or foreign court

or before any commission or other regulatory body (federal, state, local

or foreign) that, if adversely determined, could reasonably be expected to

have a Material Adverse Effect. Provision of such notice by the Credit

Parties will not constitute a waiver or excuse of any Default or Event of

Default occurring as a result of such changes or events.

PART 3

WAIVER

SUBPART 3.1 Notwithstanding the provisions of the Post Closing Agreement,

the Administrative Agent and the Lenders hereby waive the Post Closing

Requirement for the Oswego Property; provided, that upon the acquisition of a

fee interest in the Oswego Property by any Credit Party, such Credit Party shall

comply with the provisions of Section 7.9 of the Credit Agreement with respect

to the Oswego Property.

FIRST AMENDMENT

2

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PART 4

CONDITIONS TO EFFECTIVENESS

SUBPART 4.1 First Amendment Date. This Amendment shall be and become

effective as of the date hereof (the "First Amendment Date") when all of the

conditions set forth in this Part 4 shall have been satisfied, and thereafter

this Amendment shall be known, and may be referred to, as the "First Amendment".

SUBPART 4.2 Execution of Counterparts of Amendment. The Administrative

Agent shall have received counterparts (or other evidence of execution,

including telephonic message, satisfactory to the Administrative Agent) of this

Amendment, which collectively shall have been duly executed on behalf of each of

the parties hereto.

SUBPART 4. 3 Other. The Administrative Agent shall have received such

other documents, agreements or information which may be reasonably requested by

the Administrative Agent relating to the existence of the Credit Parties, the

corporate authority for and the validity of this Amendment and the transactions

contemplated hereby, and any other matters