exv4w1



 





Exhibit 4.1





 



 




Calamos Holdings LLC




$197,000,000 6.33% Senior Notes, Series A, due July 15, 2014

$85,000,000 6.52% Senior Notes, Series B, due July 15, 2017

$93,000,000 6.67% Senior Notes, Series C, due July 15, 2019




Note Purchase Agreement




Dated July 13, 2007




 



 




 









 





Table of Contents




	 	 	 	 	 	 	 
	Section	 	Heading	 	Page	 
	Section 1.
	 	Authorization of Notes	 	 	 1	 
	 
	 	 	 	 	 	 
	Section 2.
	 	Sale and Purchase of Notes	 	 	 1	 
	 
	 	 	 	 	 	 
	Section 3.
	 	Closing	 	 	 2	 
	 
	 	 	 	 	 	 
	Section 4.
	 	Conditions to Closing	 	 	 2	 
	 
	 	 	 	 	 	 
	Section 4.1.
	 	Representations and Warranties	 	 	2	 
	Section 4.2.
	 	Performance; No Default	 	 	2	 
	Section 4.3.
	 	Compliance Certificates	 	 	2	 
	Section 4.4.
	 	Opinions of Counsel	 	 	3	 
	Section 4.5.
	 	Purchase Permitted By Applicable Law, Etc	 	 	3	 
	Section 4.6.
	 	Sale of Other Notes	 	 	3	 
	Section 4.7.
	 	Payment of Special Counsel Fees	 	 	3	 
	Section 4.8.
	 	Private Placement Numbers	 	 	3	 
	Section 4.9.
	 	Changes in Limited Liability Company Structure	 	 	3	 
	Section 4.10.
	 	Funding Instructions	 	 	3	 
	Section 4.11.
	 	Proceedings and Documents	 	 	4	 
	 
	 	 	 	 	 	 
	Section 5.
	 	Representations and Warranties of the Company	 	 	 4	 
	 
	 	 	 	 	 	 
	Section 5.1.
	 	Organization; Power and Authority	 	 	4	 
	Section 5.2.
	 	Authorization, Etc	 	 	4	 
	Section 5.3.
	 	Disclosure	 	 	4	 
	Section 5.4.
	 	Organization and Ownership of Shares of Subsidiaries; Affiliates	 	 	5	 
	Section 5.5.
	 	Financial Statements; Material Liabilities	 	 	5	 
	Section 5.6.
	 	Compliance with Laws, Other Instruments, Etc	 	 	6	 
	Section 5.7.
	 	Governmental Authorizations, Etc	 	 	6	 
	Section 5.8.
	 	Litigation; Observance of Agreements, Statutes and Orders	 	 	6	 
	Section 5.9.
	 	Taxes	 	 	7	 
	Section 5.10.
	 	Title to Property; Leases	 	 	7	 
	Section 5.11.
	 	Licenses, Permits, Etc	 	 	7	 
	Section 5.12.
	 	ERISA	 	 	7	 
	Section 5.13.
	 	Private Offering by the Company	 	 	8	 
	Section 5.14.
	 	Use of Proceeds; Margin Regulations	 	 	8	 
	Section 5.15.
	 	Existing Indebtedness; Future Liens	 	 	8	 
	Section 5.16.
	 	Foreign Assets Control Regulations, Etc	 	 	9	 
	Section 5.17.
	 	Status under Certain Statutes	 	 	9	 
	Section 5.18.
	 	Environmental Matters	 	 	9	 
	Section 5.19.
	 	Pari Passu Ranking	 	 	10	 






-i-









 






	 	 	 	 	 	 	 
	Section	 	Heading	 	Page	 
	Section 6.
	 	Representations of the Purchasers	 	 	10	 
	 
	 	 	 	 	 	 
	Section 6.1.
	 	Purchase for Investment	 	 	10	 
	Section 6.2.
	 	Source of Funds	 	 	10	 
	 
	 	 	 	 	 	 
	Section 7.
	 	Information as to Company	 	 	11	 
	 
	 	 	 	 	 	 
	Section 7.1.
	 	Financial and Business Information	 	 	11	 
	Section 7.2.
	 	Officer’s Certificate	 	 	14	 
	Section 7.3.
	 	Inspection	 	 	14	 
	 
	 	 	 	 	 	 
	Section 8.
	 	Prepayment of the Notes	 	 	15	 
	 
	 	 	 	 	 	 
	Section 8.1.
	 	No Scheduled Prepayments	 	 	15	 
	Section 8.2.
	 	Optional Prepayments with Make-Whole Amount	 	 	15	 
	Section 8.3.
	 	Mandatory Offer to Prepay upon a Change of Control	 	 	15	 
	Section 8.4.
	 	Allocation of Partial Prepayments	 	 	17	 
	Section 8.5.
	 	Maturity; Surrender, Etc	 	 	17	 
	Section 8.6.
	 	Purchase of Notes	 	 	17	 
	 
	 	 	 	 	 	 
	Section 9.
	 	Affirmative Covenants	 	 	17	 
	 
	 	 	 	 	 	 
	Section 9.1.
	 	Compliance with Law	 	 	17	 
	Section 9.2.
	 	Insurance	 	 	17	 
	Section 9.3.
	 	Maintenance of Properties	 	 	18	 
	Section 9.4.
	 	Payment of Taxes and Claims	 	 	18	 
	Section 9.5.
	 	Limited Liability Company and Corporate Existence, Etc	 	 	18	 
	Section 9.6.
	 	Ranking	 	 	18	 
	Section 9.7.
	 	Books and Records	 	 	18	 
	 
	 	 	 	 	 	 
	Section 10.
	 	Negative Covenants	 	 	19	 
	 
	 	 	 	 	 	 
	Section 10.1.
	 	Maintenance of Consolidated Net Worth	 	 	19	 
	Section 10.2.
	 	Consolidated Total Debt Leverage Ratio	 	 	19	 
	Section 10.3.
	 	Interest Coverage Ratio	 	 	19	 
	Section 10.4.
	 	Limitation on Subsidiary Indebtedness	 	 	19	 
	Section 10.5.
	 	Liens	 	 	20	 
	Section 10.6.
	 	Transactions with Affiliates	 	 	22	 
	Section 10.7.
	 	Nature of Business	 	 	22	 
	Section 10.8.
	 	Merger, Consolidation, Etc	 	 	22	 
	 
	 	 	 	 	 	 
	Section 11.
	 	Events of Default	 	 	23	 
	 
	 	 	 	 	 	 
	Section 12.
	 	Remedies on Default, Etc	 	 	25	 
	 
	 	 	 	 	 	 
	Section 12.1.
	 	Acceleration	 	 	25	 
	Section 12.2.
	 	Other Remedies	 	 	26	 
	Section 12.3.
	 	Rescission	 	 	26	 
	Section 12.4.
	 	No Waivers or Election of Remedies, Expenses, Etc	 	 	26	 






-ii-









 






	 	 	 	 	 	 	 
	Section	 	Heading	 	Page	 
	Section 13.
	 	Registration; Exchange; Substitution of Notes	 	 	26	 
	 
	 	 	 	 	 	 
	Section 13.1.
	 	Registration of Notes	 	 	26	 
	Section 13.2.
	 	Transfer and Exchange of Notes	 	 	27	 
	Section 13.3.
	 	Replacement of Notes	 	 	27	 
	 
	 	 	 	 	 	 
	Section 14.
	 	Payments on Notes	 	 	28	 
	 
	 	 	 	 	 	 
	Section 14.1.
	 	Place of Payment	 	 	28	 
	Section 14.2.
	 	Home Office Payment	 	 	28	 
	 
	 	 	 	 	 	 
	Section 15.
	 	Expenses, Etc	 	 	28	 
	 
	 	 	 	 	 	 
	Section 15.1.
	 	Transaction Expenses	 	 	28	 
	Section 15.2.
	 	Survival	 	 	29	 
	 
	 	 	 	 	 	 
	Section 16.
	 	Survival of Representations and Warranties; Entire Agreement	 	 	29	 
	 
	 	 	 	 	 	 
	Section 17.
	 	Amendment and Waiver	 	 	29	 
	 
	 	 	 	 	 	 
	Section 17.1.
	 	Requirements	 	 	29	 
	Section 17.2.
	 	Solicitation of Holders of Notes	 	 	29	 
	Section 17.3.
	 	Binding Effect, Etc	 	 	30	 
	Section 17.4.
	 	Notes Held by Company, Etc	 	 	30	 
	 
	 	 	 	 	 	 
	Section 18.
	 	Notices	 	 	30	 
	 
	 	 	 	 	 	 
	Section 19.
	 	Reproduction of Documents	 	 	31	 
	 
	 	 	 	 	 	 
	Section 20.
	 	Confidential Information	 	 	31	 
	 
	 	 	 	 	 	 
	Section 21.
	 	Substitution of Purchaser	 	 	32	 
	 
	 	 	 	 	 	 
	Section 22.
	 	Miscellaneous	 	 	32	 
	 
	 	 	 	 	 	 
	Section 22.1.
	 	Successors and Assigns	 	 	32	 
	Section 22.2.
	 	Payments Due on Non-Business Days	 	 	32	 
	Section 22.3.
	 	Accounting Terms	 	 	33	 
	Section 22.4.
	 	Severability	 	 	33	 
	Section 22.5.
	 	Construction	 	 	33	 
	Section 22.6.
	 	Counterparts	 	 	33	 
	Section 22.7.
	 	Governing Law	 	 	33	 
	Section 22.8.
	 	Jurisdiction and Process; Waiver of Jury Trial	 	 	33	 
	 
	 	 	 	 	 	 
	Signature
	 	 	 	 	35	 






-iii-









 





	 	 	 	 	 
	Schedule A

	 	–
	 	Information Relating to Purchasers
	 
	Schedule B

	 	–
	 	Defined Terms
	 
	Schedule 4.9

	 	–
	 	Changes in Limited Liability Company Structure
	 
	Schedule 5.3

	 	–
	 	Disclosure Materials
	 
	Schedule 5.4

	 	–
	 	Subsidiaries of the Company and Ownership of Subsidiary Equity
	 
	Schedule 5.5

	 	–
	 	Financial Statements
	 
	Schedule 5.7

	 	–
	 	Governmental Authorizations, Etc.
	 
	Schedule 5.8

	 	–
	 	Certain Litigation
	 
	Schedule 5.11

	 	–
	 	Patents, etc.
	 
	Schedule 5.15

	 	–
	 	Existing Indebtedness
	 
	Schedule 10.5

	 	–
	 	Liens
	 
	Exhibit 1-A

	 	–
	 	Form of 6.33% Senior Notes, Series A, due July 15, 2014
	 
	Exhibit 1-B

	 	–
	 	Form of 6.52% Senior Notes, Series B, due July 15, 2017
	 
	Exhibit 1-C

	 	–
	 	Form of 6.67% Senior Notes, Series C, due July 15, 2019
	 
	Exhibit 4.4(a)

	 	–
	 	Form of Opinion of Special Counsel for the Company
	 
	Exhibit 4.4(b)

	 	–
	 	Form of Opinion of Special Counsel for the Purchasers






-iv-









 





Calamos Holdings LLC

1111 East Warrenville Road

Naperville, Illinois 60563-1463




$197,000,000 6.33% Senior Notes, Series A, due July 15, 2014

$85,000,000 6.52% Senior Notes, Series B, due July 15, 2017

$93,000,000 6.67% Senior Notes, Series C, due July 15, 2019




July 13, 2007




To Each of the Purchasers Listed in

the Attached Schedule A:




Ladies and Gentlemen:




     Calamos Holdings LLC, a Delaware limited liability company (the “Company”), agrees with you as
follows:



Section 1. Authorization of Notes.




     The Company has authorized the issue and sale of (a) $197,000,000 aggregate principal amount
of its 6.33% Senior Notes, Series A, due July 15, 2014 (the “Series A Notes”), (b) $85,000,000
aggregate principal amount of its 6.52% Senior Notes, Series B, due July 15, 2017 (the “Series B
Notes”) and (c) $93,000,000 aggregate principal amount of its 6.67% Senior Notes, Series C, due
July 15, 2019 (the “Series C Notes,” and together with the Series A Notes and the Series B Notes,
are collectively the “Notes”, such term to include any such notes issued in substitution therefor
pursuant to Section 13 of this Agreement). The Series A Notes, Series B Notes and Series C Notes
shall be substantially in the form set out in Exhibit 1-A, Exhibit 1-B and Exhibit 1-C,
respectively, with such changes therefrom, if any, as may be approved by you and the Company.
Certain capitalized and other terms used in this Agreement are defined in Schedule B; references to
a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached
to this Agreement.



Section 2. Sale and Purchase of Notes.




     Subject to the terms and conditions of this Agreement, the Company will issue and sell to you
and each of the other purchasers named in Schedule A (the “Other Purchasers”), and you and the
Other Purchasers will purchase from the Company, at the Closing provided for in Section 3, Notes in
the principal amount and of the respective series specified opposite your names in Schedule A at
the purchase price of 100% of the principal amount thereof. Your obligations hereunder and the
obligations of the Other Purchasers are several and not joint obligations and you shall have no
obligation and no liability to any Person for the performance or non-performance by any Other
Purchaser.





 









 





Section 3. Closing.




     The sale and purchase of the Notes to be purchased by you and the Other Purchasers shall occur
at the offices of Chapman and Cutler LLP, 111 West Monroe Street, Chicago, Illinois 60603, at 9:00
a.m., Chicago time, at a closing (the “Closing”) on July 13, 2007 or on such other Business Day
thereafter on or prior to July 30, 2007 as may be agreed upon by the Company and you and the Other
Purchasers. At the Closing the Company will deliver to you the Notes to be purchased by you in the
form of a single Note (or such greater number of Notes in denominations of at least $100,000 as you
may request) dated the date of the Closing and registered in your name (or in the name of your
nominee), against delivery by you to the Company or its order of immediately available funds in the
amount of the purchase price therefor by wire transfer of immediately available funds for the
account of the Company to account number 800446104 at Citibank, F.S.B., Naperville, Illinois, ABA
No. 271070801. If at the Closing the Company shall fail to tender such Notes to you as provided
above in this Section 3, or any of the conditions specified in Section 4 shall not have been
fulfilled to your satisfaction, you shall, at your election, be relieved of all further obligations
under this Agreement, without thereby waiving any rights you may have by reason of such failure or
such nonfulfillment.



Section 4. Conditions to Closing.




     Your obligation to purchase and pay for the Notes to be sold to you at the Closing is subject
to the fulfillment to your satisfaction, prior to or at the Closing, of the following conditions:



     Section 4.1. Representations and Warranties. The representations and warranties of the
Company in this Agreement shall be correct when made and at the time of the Closing.



     Section 4.2. Performance; No Default. The Company shall have performed and complied with all
agreements and conditions contained in this Agreement required to be performed or complied with by
it prior to or at the Closing, and after giving effect to the issue and sale of the Notes (and the
application of the proceeds thereof as contemplated by Section 5.14) no Default or Event of Default
shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered
into any transaction since the date of the Memorandum that would have been prohibited by Sections
10.4, 10.5 or 10.6 hereof had such Sections applied since such date.



     Section 4.3. Compliance Certificates.



     (a) Officer’s Certificate. The Company shall have delivered to you an Officer’s Certificate,
dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and
4.9 have been fulfilled.



     (b) Secretary’s Certificate. The Company shall have delivered to you a certificate of its
Secretary or Assistant Secretary, dated the date of Closing, certifying as to the resolutions
attached thereto and other limited liability company proceedings relating to the authorization,
execution and delivery of the Notes and this Agreement.



-2-









 





     Section 4.4. Opinions of Counsel. You shall have received opinions in form and substance
satisfactory to you, dated the date of the Closing (a) from Shearman & Sterling LLP, special
counsel for the Company, and James S. Hamman, Jr., General Counsel of the Company, covering the
respective matters set forth in Exhibit 4.4(a) (and the Company hereby instructs its counsel to
deliver such opinion to you) and (b) from Chapman and Cutler LLP, special counsel for you and the
Other Purchasers (the “Special Counsel”) in connection with such transactions, substantially in the
form set forth in Exhibit 4.4(b) and covering such other matters incident to such transactions as
you may reasonably request.



     Section 4.5. Purchase Permitted By Applicable Law, Etc. On the date of the Closing your
purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which
you are subject, without recourse to provisions (such as Section 1405(a)(8) of the New York
Insurance Law) permitting limited investments by insurance companies without restriction as to the
character of the particular investment, (b) not violate any applicable law or regulation
(including, without limitation, Regulation T, U or X of the Board of Governors of the Federal
Reserve System) and (c) not subject you to any tax, penalty or liability under or pursuant to any
applicable law or regulation, which law or regulation was not in effect on the date hereof. If
requested by you, you shall have received an Officer’s Certificate certifying as to such matters of
fact as you may reasonably specify to enable you to determine whether such purchase is so
permitted.



     Section 4.6. Sale of Other Notes. Contemporaneously with the Closing the Company shall sell
to the Other Purchasers and the Other Purchasers shall purchase the Notes to be purchased by them
at the Closing as specified in Schedule A.



     Section 4.7. Payment of Special Counsel Fees. Without limiting the provisions of Section
15.1, the Company shall have paid on or before the Closing the reasonable fees, charges and
disbursements of the Special Counsel to the extent reflected in a statement of the Special Counsel
rendered to the Company at least two Business Days prior to the Closing; provided that the Special
Counsel has provided to the Company a written estimate of such fees at least five days prior to the
Closing.



     Section 4.8. Private Placement Numbers. A Private Placement Number issued by Standard &
Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for each series
of the Notes.



     Section 4.9. Changes in Limited Liability Company Structure. The Company shall not have
changed its jurisdiction of organization or been a party to any merger or consolidation and shall
not have succeeded to all or any substantial part of the liabilities of any other entity, at any
time following the date of the most recent financial statements referred to in Schedule 5.5.



     Section 4.10. Funding Instructions. At least three Business Days prior to the date of the
Closing, you shall have received written instructions signed by a Responsible Officer on letterhead
of the Company confirming the information specified in Section 3 including (i) the name and address
of the transferee bank, (ii) such transferee bank’s ABA number and (iii) the account name and
number into which the purchase price for the Notes is to be deposited.



-3-









 





     Section 4.11. Proceedings and Documents. All limited liability company and other proceedings
in connection with the transactions contemplated by this Agreement and all documents and
instruments incident to such transactions shall be satisfactory to you and the Special Counsel, and
you and the Special Counsel shall have received all such counterpart originals or certified or
other copies of such documents as you or they may reasonably request.



Section 5. Representations and Warranties of the Company.




     The Company represents and warrants to you that:



     Section 5.1. Organization; Power and Authority. The Company is a limited liability company
duly organized, validly existing and in good standing under the laws of its jurisdiction of
organization, and is duly qualified as a foreign limited liability company and is in good standing
in each jurisdiction in which such qualification is required by law, other than those jurisdictions
as to which the failure to be so qualified or in good standing would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the limited
liability company power and authority to own or hold under lease the properties it purports to own
or hold under lease, to transact the business it transacts and proposes to transact, to execute and
deliver this Agreement and the Notes and to perform the provisions hereof and thereof. The Company
possesses all licenses, registrations and authorizations from and with any Governmental Authority,
self-regulatory organization or securities exchange necessary or material to the conduct of its
business as presently conducted, other than where the failure to possess such licenses,
registrations or authorizations would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.



     Section 5.2. Authorization, Etc. This Agreement and the Notes have been duly authorized by
all necessary limited liability company action on the part of the Company, and this Agreement
constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and
binding obligation of the Company enforceable against the Company in accordance with its terms,
except as such enforceability may be limited by (a) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights
generally and (b) general principles of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).



     Section 5.3. Disclosure. The Company, through its authorized agent, Merrill Lynch & Co., has
delivered to you and each Other Purchaser a copy of a Private Placement Memorandum, dated June 2007
(the “Memorandum”), relating to the transactions contemplated hereby. The Memorandum fairly
describes, in all material respects, the general nature of the business and principal properties of
the Company and its Subsidiaries. Except as disclosed in Schedule 5.3, this Agreement, the
Memorandum and the documents, certificates or other writings delivered to the Purchasers by or on
behalf of the Company in connection with the transactions contemplated hereby and identified in
Schedule 5.3, and the financial statements listed in Schedule 5.5 (this Agreement, the Memorandum
and such documents, certificates or other writings and such financial statements delivered to each
Purchaser prior to June 21, 2007 being referred to, collectively, as the “Disclosure Documents”),
taken as a whole, do not contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements



-4-









 







therein not misleading in light of the circumstances
under which they were made. Except as disclosed in the Disclosure Documents or as expressly
described in Schedule 5.3, since December 31, 2006 there has been no change in the financial
condition, operations, business or properties of the Company or any Subsidiary except changes that
individually or in the aggregate would not reasonably be expected to have a Material Adverse
Effect. There is no fact known to the Company that could reasonably be expected to have a Material
Adverse Effect that has not been set forth herein or in the Disclosure Documents.



     Section 5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule
5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s
Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its
organization, and the percentage of shares of each class of its capital stock or similar equity
interests outstanding owned by the Company and each other Subsidiary, (ii) of the Company’s
Affiliates, other than Subsidiaries, and (iii) of the Company’s directors and senior officers.



     (b) All of the outstanding shares of capital stock or similar equity interests of each
Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been
validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary
free and clear of any Lien (except as otherwise disclosed in Schedule 5.4).



     (c) Each Subsidiary identified in Schedule 5.4 is a limited liability company, corporation or
other legal entity duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization, and is duly qualified as a foreign limited liability company,
corporation or other legal entity and is in good standing in each jurisdiction in which such
qualification is required by law, other than those jurisdictions as to which the failure to be so
qualified or in good standing would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect. Each such Subsidiary has the limited liability company,
corporate or other power and authority to own or hold under lease the properties it
purports to own or hold under lease and to transact the business it transacts and proposes to
transact. Each Subsidiary possesses all licenses, registrations and authorizations from and with
any Governmental Authority, self-regulatory organization or securities exchange necessary or
material to the conduct of its business as presently conducted, other than where the failure to
possess such licenses, registrations or authorizations would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.



     (d) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or
other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary
limitations imposed by corporate law or similar statutes or regulatory requirements imposed by the
SEC, the National Association of Securities Dealers, Inc. or other regulatory authorities)
restricting the ability of such Subsidiary to pay dividends out of profits or make any other
similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding
shares of capital stock or similar equity interests of such Subsidiary.



     Section 5.5. Financial Statements; Material Liabilities. (a) The Company has delivered to
each Purchaser copies of the financial statements of the Company and its Subsidiaries listed



-5-









 







on Schedule 5.5. All of said financial statements (including, solely in the case of the audited
financial statements, the related schedules and notes) fairly present in all material respects the
consolidated financial position of the Company and its Subsidiaries as of the respective dates
specified in such Schedule and the consolidated results of their operations and cash flows for the
respective periods so specified and have been prepared in accordance with GAAP consistently applied
throughout the periods involved except as set forth in the notes thereto (subject, in the case of
any interim financial statements, to normal year-end adjustments).



     (b) The Company and its Subsidiaries do not have any Material liabilities that are not
disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.



     Section 5.6. Compliance with Laws, Other Instruments, Etc. The execution, delivery and
performance by the Company of this Agreement and the Notes will not (i) contravene, result in any
breach of, or constitute a default under, or result in the creation of any Lien in respect of any
property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan,
purchase or credit agreement, lease, corporate or limited liability company, charter, by-laws or
operating agreement, or any other agreement or instrument to which the Company or any Subsidiary is
bound or by which the Company or any Subsidiary or any of their respective properties may be bound
or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions
of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority
applicable to the Company or any Subsidiary or (iii) violate any provision of any statute or other
rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary,
except, in each case, as would not reasonably be expected to result in a Material Adverse Effect.



     Section 5.7. Governmental Authorizations, Etc. No consent, approval or authorization of, or
registration, filing or declaration with, any Governmental Authority is required in connection with the execution,
delivery or performance by the Company of this Agreement or the Notes, except such as have already
been obtained or made, which are disclosed in Schedule 5.7.



     Section 5.8. Litigation; Observance of Agreements, Statutes and Orders. (a) Except as
disclosed in Schedule 5.8, there are no actions, suits, investigations or proceedings pending or,
to the knowledge of the Company, threatened against or affecting the Company or any Subsidiary or
any property of the Company or any Subsidiary in any court or before any arbitrator of any kind or
before or by any Governmental Authority that, individually or in the aggregate, would reasonably be
expected to have a Material Adverse Effect.



     (b) Neither the Company nor any Subsidiary is in default under any term of any agreement or
instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling
of any court, arbitrator or Governmental Authority or is in violation of any applicable law,
ordinance, rule or regulation (including without limitation Environmental Laws or the USA Patriot
Act) of any Governmental Authority, which default or violation, individually or in the aggregate,
would reasonably be expected to have a Material Adverse Effect.



-6-









 





     Section 5.9. Taxes. The Company and its Subsidiaries have filed all tax returns that are
required to have been filed in any jurisdiction, and have paid all taxes shown to be due and
payable on such returns and all other taxes and assessments levied upon them or their properties,
assets, income or franchises, to the extent such taxes and assessments have become due and payable
and before they have become delinquent, except for any taxes and assessments (i) the amount of
which is not individually or in the aggregate Material or (ii) the amount, applicability or
validity of which is currently being contested in good faith by appropriate proceedings and with
respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves
in accordance with GAAP. The Company knows of no basis for any other tax or assessment that would
reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on
the books of the Company and its Subsidiaries in respect of Federal, state or other taxes for all
fiscal periods are adequate. The Federal income tax liabilities of the Company have never been
audited by the Internal Revenue Service.



     Section 5.10. Title to Property; Leases. The Company and its Subsidiaries have good and
sufficient title to their respective Material properties, including all such properties reflected
in the most recent audited balance sheet referred to in Section 5.5 or purported to have been
acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of
in the ordinary course of business), in each case free and clear of Liens prohibited by this
Agreement. All Material leases of the Company and its Subsidiaries are valid and subsisting and
are in full force and effect in all material respects.



     Section 5.11. Licenses, Permits, Etc. Except as disclosed in Schedule 5.11,




     (a) the Company and its Subsidiaries own or possess all licenses, permits, franchises,
authorizations, patents, copyrights, proprietary software, service marks, trademarks and
trade names, or rights thereto, that individually or in the aggregate are Material, without
known conflict with the rights of others;




     (b) to the knowledge of the Company, no product of the Company or any of its
Subsidiaries infringes in any material respect any license, permit, franchise,
authorization, patent, copyright, proprietary software, service mark, trademark, trade name
or other right owned by any other Person; and




     (c) to the knowledge of the Company, there is no Material violation by any Person of
any right of the Company or any of its Subsidiaries with respect to any patent, copyright,
proprietary software, service mark, trademark, trade name or other right owned or used by
the Company or any of its Subsidiaries.



     Section 5.12. ERISA. (a) Neither the Company nor any ERISA Affiliate contributes to or
maintains any Pension Plan or Multiemployer Plan.



     (b) The expected postretirement medical benefit obligation (determined as of the last day of
the Company’s most recently ended fiscal year in accordance with Financial Accounting Standards
Board Statement No. 106, without regard to liabilities attributable to continuation



-7-









 







coverage
mandated by section 4980B of the Code) of the Company and its Subsidiaries is not Material.



     (c) The execution and delivery of this Agreement and the issuance and sale of the Notes
hereunder will not involve any transaction that is subject to the prohibitions of section
406(a)(1)(A)-(D) of ERISA or in connection with which a tax would be imposed pursuant to section
4975(c)(1)(A)-(D) of the Code. The representation by the Company in the first sentence of this
Section 5.12(c) is made in reliance upon and subject to the accuracy of your representation in
Section 6.2 as to the sources of the funds used to pay the purchase price of the Notes to be
purchased by you.



     Section 5.13. Private Offering by the Company. Neither the Company nor anyone authorized to
act on its behalf has offered the Notes or any similar securities for sale to, or solicited any
offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with,
any person other than you, the Other Purchasers and not more than 100 other Institutional
Investors, each of which has been offered the Notes at a private sale for investment. Neither the
Company nor anyone authorized to act on its behalf has taken, or will take, any action that would
subject the issuance or sale of the Notes to the registration requirements of Section 5 of the
Securities Act or to the registration requirements of any securities or blue sky laws of any
applicable jurisdiction.



     Section 5.14. Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the
sale of the Notes to develop and make investments in products, including new and existing mutual
funds and alternative investment products, of the Company and its Subsidiaries and for general
corporate purposes. Other than as contemplated by the Memorandum, no part of the proceeds from the
sale of the Notes will be used, directly or indirectly, for the purpose of buying or carrying any
margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve
System (12 CFR 221). No part of the proceeds from the sale of the Notes will be used, directly or
indirectly, for the purpose of buying or carrying or trading in any securities under such
circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224)
or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220).
Margin stock does not constitute more than 24.9% of the value of the consolidated assets of the
Company and its Subsidiaries, and the Company does not have any present intention that margin stock
will constitute more than 24.9% of the value of such assets. As used in this Section, the terms
“margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said
Regulation U.



     Section 5.15. Existing Indebtedness; Future Liens. (a) Schedule 5.15 sets forth a complete
and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of July 9,
2007 (including a description of the obligors and obligees, principal amount outstanding and
collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no
Material change in the amounts, interest rates, sinking funds, installment payments or maturities
of the Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is
in default and no waiver of default is currently in effect, in the payment of any principal or
interest on any Indebtedness of the Company or such Subsidiary and no event or



-8-









 







condition exists
with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with
notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness
to become due and payable before its stated maturity or before its regularly scheduled dates of
payment.



     (b) Except as disclosed in Schedule 5.15, neither the Company nor any Subsidiary has agreed or
consented to cause or permit in the future (upon the happening of a contingency or otherwise) any
of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by
Section 10.5.



     (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any
provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary,
any agreement relating thereto or any other agreement (including, but not limited to, its charter
or other organizational document) which limits the amount of, or otherwise imposes restrictions on
the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 5.15.



     Section 5.16. Foreign Assets Control Regulations, Etc. (a) To the knowledge of the Company,
neither the sale of the Notes by the Company hereunder nor its use of the proceeds thereof will
violate the Trading with the Enemy Act, as amended, or any of the foreign assets control
regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation
or executive order relating thereto.



     (b) Neither the Company nor any Subsidiary (i) is a Person described or designated in the
Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or
in Section 1 of the Anti-Terrorism Order or (ii) to the knowledge of the Company, engages in any
dealings or transactions with any such Person. The Company and its Subsidiaries are in compliance,
in all material respects, with the USA Patriot Act.



     (c) No part of the proceeds from the sale of the Notes hereunder will be used, directly or
indirectly, for any payments to any governmental official or employee, political party, official of
a political party, candidate for political office, or anyone else acting in an official capacity,
in order to obtain, retain or direct business or obtain any improper advantage, in violation of the
United States Foreign Corrupt Practices Act of 1977, as amended, to the extent that such Act
applies to the Company.



     Section 5.17. Status under Certain Statutes. The Company is not an “investment company” as
defined in the Investment Company Act of 1940, as amended, nor is it subject to regulation under
the Public Utility Holding Company Act of 2005, as amended, the Interstate Commerce Act, as amended
by the ICC Termination Act of 1995, as amended, or the Federal Power Act, as amended.



     Section 5.18. Environmental Matters. Neither the Company nor any Subsidiary has knowledge of
any claim or has received any notice of any claim, and no proceeding has been instituted raising
any claim against the Company or any of its Subsidiaries or any of their respective real properties
now or formerly owned, leased or operated by any of them or other



-9-









 







assets, alleging any damage to
the environment or violation of any Environmental Laws, except, in each case, such as would not
reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed to
you in writing,




     (a) neither the Company nor any Subsidiary has knowledge of any facts which would give
rise to any claim, public or private, of violation of Environmental Laws or damage to the
environment emanating from, occurring on or in any way related to real properties now or
formerly owned, leased or operated by any of them or to other assets or their use, except,
in each case, such as would not reasonably be expected to result in a Material Adverse
Effect;




     (b) neither the Company nor any of its Subsidiaries has stored any Hazardous Materials
on real properties now or formerly owned, leased or operated by any of them and has not
disposed of any Hazardous Materials in a manner contrary to any Environmental Laws in each
case in any manner that would reasonably be expected to result in a Material Adverse Effect;
and




     (c) all buildings on all real properties now owned, leased or operated by the Company
or any of its Subsidiaries are in compliance with applicable Environmental
Laws, except where failure to comply would not reasonably be expected to result in a
Material Adverse Effect.



     Section 5.19. Pari Passu Ranking. As of the date of this Agreement, the Indebtedness
evidenced by the Notes ranks pari passu in right of payment with all of the Company’s outstanding
unsecured senior Indebtedness.



Section 6. Representations of the Purchasers. 




     Section 6.1. Purchase for Investment. You represent that you are purchasing the Notes for
your own account or for one or more separate accounts maintained by you or for the account of one
or more pension or trust funds and not with a view to the distribution thereof, provided that the
disposition of your or their property shall at all times be within your or their control. You
understand that the Notes have not been registered under the Securities Act and may be resold only
if registered pursuant to the provisions of the Securities Act or if an exemption from registration
is available, except under circumstances where neither such registration nor such an exemption is
required by law, and that the Company is not required to register the Notes.



     Section 6.2. Source of Funds. You represent that at least one of the following statements is,
and will remain at all times, an accurate representation as to each source of funds (a “Source”) to
be used by you to pay the purchase price of, and to be attributed to the holding of, the Notes to
be purchased and held by you hereunder:




     (a) the Source does not include “plan assets” (within the meaning of the United States
Department of Labor Regulation 29 C.F.R. Section 2510.3-101) of any (i) employee benefit
plan (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (ii) plan
described in Section 4975(e)(1) of the Code, (iii) entity whose assets



-10-









 







include “plan assets”
by reason of an employee benefit plan’s or plan’s investment in such entity, or (iv) foreign
plan, governmental plan (as defined in Section 3(32) of ERISA) or church plan (as defined in
Section 3(33) of ERISA) that is subject to any federal, state, local or foreign law or
regulation that is substantially similar to Section 406 of ERISA or Section 4975 of the Code
(a “Similar Law”); or




     (b) the Source is one or more employee benefit plans, or a separate account or trust
fund comprised of one or more employee benefit plans, and the purchase and holding of the
Notes do not and will not result in a nonexempt prohibited transaction under Section 4975 of
the Code or Section 406 of ERISA, or any Similar Law; or




     (c) the Source is an insurance company pooled separate account and Prohibited
Transaction Class Exemption (“PTCE”) 90-1 applies to exempt the purchase and holding of the
Notes; or




     (d) the Source is an insurance company general account and PTCE 95-60 applies to exempt
the purchase and holding of the Notes; or




     (e) the Source is a bank collective investment fund and PTCE 91-38 applies to exempt
the purchase and holding of the Notes; or




     (f) the Source constitutes assets of an investment fund managed by an “in-house asset
manager” within the meaning of PTCE 96-23 (the “INHAM Exemption”) and the INHAM Exemption
applies to exempt the purchase and holding of the Notes; or




     (g) the Source constitutes assets of an investment fund managed by a “qualified
professional asset manager” within the meaning of PTCE 84-14 (the “QPAM Exemption”) and the
QPAM Exemption applies to exempt the purchase and holding of the Notes.



Section 7. Information as to Company.




     Section 7.1. Financial and Business Information. The Company shall deliver to each holder of
Notes that is an Institutional Investor:




     (a) Quarterly Statements – within 60 days after the end of each quarterly fiscal period
in each fiscal year of the Company (other than the last quarterly fiscal period of each such
fiscal year), duplicate copies of,




     (i) a consolidated balance sheet of the Company and its Subsidiaries as at the
end of such quarter, and




     (ii) consolidated statements of income, changes in shareholders’ equity and
cash flows of the Company and its Subsidiaries, for such quarter and (in the case of
the second and third quarters) for the portion of the fiscal year ending with such
quarter,



-11-









 






setting forth in each case in comparative form the figures for the corresponding periods in
the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP
applicable to quarterly financial statements generally (except with respect to any omitted
schedules or notes thereto), and certified by a Senior Financial Officer as fairly
presenting, in all material respects, the financial position of the companies being reported
on and their results of operations and cash flows, subject to changes resulting from
year-end adjustments, provided that, if the Company is required to file reports with the SEC
pursuant to Section 13(a) or Section 15(d) under the Exchange Act, delivery within the time
period specified above of copies of the Company’s Quarterly Report on Form 10-Q prepared in
compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy
the requirements of this Section 7.1(a);




     (b) Annual Statements – within 105 days after the end of each fiscal year of the
Company, duplicate copies of,




     (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the
end of such year, and




     (ii) consolidated statements of income, changes in shareholders’ equity and
cash flows of the Company and its Subsidiaries, for such year,




setting forth in each case in comparative form the figures for the previous fiscal year, all
in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion
thereon of independent certified public accountants of recognized national standing, which
opinion shall state that such financial statements present fairly, in all material respects,
the financial position of the companies being reported upon and their results of operations
and cash flows and have been prepared in conformity with GAAP, and that the examination of
such accountants in connection with such financial statements has been made in accordance
with generally accepted auditing standards, and that such audit provides a reasonable basis
for such opinion in the circumstances; provided that, if the Company is required to file
reports with the SEC pursuant to Section 13(a) or Section 15(d) under the Exchange Act, the
delivery within the time period specified above of the Company’s Annual Report on Form 10-K
for such fiscal year (together with the Company’s annual report to shareholders, if any,
prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the
requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of
this Section 7.1(b);




     (c) SEC and Other Reports – if the Company is required to file reports with the SEC
pursuant to Section 13(a) or Section 15(d) under the Exchange Act, promptly upon their
becoming available, one copy of (i) each financial statement, report, notice or proxy
statement sent by the Company or any Subsidiary to its principal lending banks as a whole
(excluding information sent to banks in the ordinary course of administration of a bank
facility, such as information relating to pricing and borrowing availability) or to its
public securities holders generally, and (ii) each regular or periodic report, each
registration statement (without exhibits except as expressly requested by such holder), and
each prospectus and all amendments thereto filed by the Company or any Subsidiary



-12-









 







with the
SEC and of all press releases and other statements made available generally by the Company
or any Subsidiary to the public concerning developments that are Material;




     (d) Notice of Default or Event of Default – promptly, and in any event within five days
after a Responsible Officer becoming aware of the existence of any Default or Event of
Default or that any Person has given any notice or taken any action with respect to a
claimed default hereunder or that any Person has given any notice or taken any action with
respect to a claimed default of the type referred to in Section 11(f), a written notice
specifying the nature and period of existence thereof and what action the Company is taking
or proposes to take with respect thereto;




     (e) ERISA Matters – promptly, and in any event within five days after a Responsible
Officer becoming aware of any of the following, a written notice setting forth the nature
thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with
respect thereto:




     (i) with respect to any Pension Plan, any reportable event, as defined in
section 4043(c) of ERISA and the regulations thereunder, for which notice thereof
has not been waived pursuant to such regulations as in effect on the date hereof; or




     (ii) the taking by the PBGC of steps to institute, or the threatening by the
PBGC of the institution of, proceedings under section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Pension Plan, or
the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer
Plan that such action has been taken by the PBGC with respect to such Multiemployer
Plan; or




     (iii) any event, transaction or condition that could result in the incurrence
of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of
ERISA or the penalty or excise tax provisions of the Code relating to employee
benefit plans, or in the imposition of any Lien on any of the rights, properties or
assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or
such penalty or excise tax provisions, if such liability or Lien, taken together
with any other such liabilities or Liens then existing, could reasonably be expected
to have a Material Adverse Effect;




     (f) Notices from Governmental Authority – promptly, and in any event within 30 days of
receipt thereof, copies of any notice to the Company or any Subsidiary from any Federal or
state Governmental Authority relating to any order, ruling, statute or other law or
regulation that would reasonably be expected to have a Material Adverse Effect; and




     (g) Requested Information – with reasonable promptness, such other data and information
relating to the business, operations, affairs, financial condition, assets or properties of
the Company or any of its Subsidiaries or relating to the ability of the



-13-









 







Company to perform
its obligations hereunder and under the Notes as from time to time may be reasonably
requested by any such holder of Notes.



     Section 7.2. Officer’s Certificate. Each set of financial statements delivered to a holder of
Notes pursuant to Section 7.1(a) or Section 7.1(b) hereof shall be accompanied by a certificate of
a Senior Financial Officer setting forth:




     (a) Covenant Compliance – the information (including detailed calculations) required in
order to establish whether the Company was in compliance with the requirements of Section
10.1 through Section 10.5 hereof, inclusive, during the quarterly
or annual period covered by the statements then being furnished (including with respect to
each such Section, where applicable, the calculations of the maximum or minimum amount,
ratio or percentage, as the case may be, permissible under the terms of such Sections, and
the calculation of the amount, ratio or percentage then in existence); and




     (b) Event of Default – a statement that such officer has reviewed the relevant terms
hereof and has made, or caused to be made, under his or her supervision, a review of the
transactions and conditions of the Company and its Subsidiaries from the beginning of the
quarterly or annual period covered by the statements then being furnished to the date of the
certificate and that such review shall not have disclosed the existence during such period
of any condition or event that constitutes a Default or an Event of Default or, if any such
condition or event existed or exists (including, without limitation, any such event or
condition resulting from the failure of the Company or any Subsidiary to comply with any
Environmental Law), specifying the nature and period of existence thereof and what action
the Company shall have taken or proposes to take with respect thereto.



     Section 7.3. Inspection. The Company shall permit the representatives of each holder of Notes
that is an Institutional Investor:




     (a) No Default – if no Default or Event of Default then exists, at the expense of such
holder and upon reasonable prior notice to the Company, to visit the principal executive
office of the Company, to discuss the affairs, finances and accounts of the Company and its
Subsidiaries with the Company’s officers, and (with the consent of the Company, which
consent will not be unreasonably withheld) its independent public accountants, and (with the
consent of the Company, which consent will not be unreasonably withheld) to visit the other
offices and properties of the Company and each Subsidiary, all at such reasonable times and
as often as may be reasonably requested in writing; and




     (b) Default – if a Default or Event of Default then exists, at the expense of the
Company to visit and inspect any of the offices or properties of the Company or any
Subsidiary, to examine all their respective books of account, records, reports and other
papers, to make copies and extracts therefrom, and to discuss their respective affairs,
finances and accounts with their respective officers and independent public accountants (and
by this provision the Company authorizes said accountants to discuss the affairs,



-14-









 







finances
and accounts of the Company and its Subsidiaries), all at such times and as often as may be
requested.



Section 8. Prepayment of the Notes.




     Section 8.1. No Scheduled Prepayments. No regularly scheduled prepayments of the principal of
the Series A Notes, the Series B Notes or the Series C Notes are required prior to the final
maturity dates, respectively, thereof.



     Section 8.2. Optional Prepayments with Make-Whole Amount. The Company may, at its option,
upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes
in an amount not less than $2,000,000 in the case of a partial prepayment at 100% of the principal
amount so prepaid, plus the Make-Whole Amount determined for the prepayment date with respect to
such principal amount. The Company will give each holder of Notes written notice of each optional
prepayment under this Section 8.2 not less than 15 days and not more than 60 days prior to the date
fixed for such prepayment. Each such notice shall specify such date (which shall be a Business
Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount
of each Note held by such holder to be prepaid (determined in accordance with Section 8.4), and the
interest to be paid on the prepayment date with respect to such principal amount being prepaid, and
shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole
Amount due in connection with such prepayment (calculated as if the date of such notice were the
date of the prepayment), setting forth the details of such computation. Two Business Days prior to
such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior
Financial Officer specifying the calculation of such Make-Whole Amount as of the specified
prepayment date.



     Section 8.3. Mandatory Offer to Prepay upon a Change of Control.



     (a) Notice of Change of Control. The Company will, within 10 Business Days after any
Responsible Officer has knowledge of the occurrence of any Change of Control or Control Event, give
written notice of such Change of Control or Control Event to each holder of Notes, unless notice in
respect of such Change of Control (or the Change of Control contemplated by such Control Event)
shall have been given pursuant to subparagraph (b) of this Section 8.3. If a Change of Control has
occurred, such notice shall contain and constitute an offer to prepay Notes as described in
paragraph (c) of this Section 8.3 and shall be accompanied by the certificate described in
paragraph (g) of this Section 8.3.



     (b) Condition to Company Action. The Company will not take any action that consummates or
finalizes a Change of Control unless (i) at least 10 Business Days prior to such action it shall
have given to each holder of Notes written notice containing and constituting an offer to prepay
Notes accompanied by the certificate described in paragraph (g) of this Section 8.3, and (ii)
subject to the provisions of paragraph (d) below, contemporaneously with such action, it prepays
all Notes required to be prepaid in accordance with this Section 8.3.



     (c) Offer to Prepay Notes. The offer to prepay Notes contemplated by paragraphs (a) and (b)
of this Section 8.3 shall be an offer to prepay, in accordance with and subject to this




-15-









 




Section 8.3, all, but not less than all, of the Notes held by each holder (in this case only,
“holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial
owner shall mean such beneficial owner) on a date specified in such offer (the “Proposed Prepayment
Date”). If such Proposed Prepayment Date is in connection with an offer contemplated by
subparagraph (a) of this Section 8.3, such date shall be not less than 35 days and not more than 60
days after the date of such offer (if the Proposed Prepayment Date shall not be specified in such
offer, the Proposed Prepayment Date shall be the 45th day after the date of such offer).




     (d) Acceptance; Rejection. A holder of Notes may accept the offer to prepay made pursuant to
this Section 8.3 by causing a notice of such acceptance to be delivered to the Company at least
five Business Days prior to the Proposed Prepayment Date. A failure by a holder of Notes to
respond to an offer to prepay made pursuant to this Section 8.3, or to accept an offer as to all of
the Notes held by the holder, within such time period shall be deemed to constitute rejection of
such offer by such holder.



     (e) Prepayment. Prepayment of the Notes to be prepaid pursuant to this Section 8.3 shall be
at 100% of the principal amount of such Notes, together with interest on such Notes accrued to the
date of prepayment and shall not require the payment of any Make-Whole Amount. The prepayment
shall be made on the Proposed Prepayment Date except as provided in paragraph (f) of this Section
8.3.



     (f) Deferral Pending Change of Control. The obligation of the Company to prepay Notes
pursuant to the offers required by paragraphs (a) and (b) and accepted in accordance with paragraph
(d) of this Section 8.3 is subject to the occurrence of the Change of Control in respect of which
such offers and acceptances shall have been made. In the event that such Change of Control does
not occur on or prior to the Proposed Prepayment Date in respect thereof, the prepayment shall be
deferred until and shall be made on the date on which such Change of Control occurs. The Company
shall keep each holder of Notes reasonably and timely informed of (i) any such deferral of the date
of prepayment, (ii) the date on which such Change of Control and the prepayment are expected to
occur, and (iii) any determination by the Company that efforts to effect such Change of Control
have ceased or been abandoned (in which case the offers and acceptances made pursuant to this
Section 8.3 in respect of such Change of Control shall be deemed rescinded). Notwithstanding the
foregoing, in the event that (x) the prepayment has not been made within 90 days after such
Proposed Prepayment Date by virtue of the deferral provided for in this Section 8.3(f) and (y) such
Change of Control has not ceased or been abandoned, the Company shall make a new offer to prepay in
accordance with paragraph (c) of this Section 8.3.



     (g) Officer’s Certificate. Each offer to prepay the Notes pursuant to this Section 8.3 shall
be accompanied by a certificate, executed by a Senior Financial Officer of the Company and dated
the date of such offer, specifying: (i) the Proposed Prepayment Date; (ii) that such offer is made
pursuant to this Section 8.3; (iii) the principal amount of each Note offered to be prepaid; (iv)
the interest that would be due on each Note offered to be prepaid, accrued to the Proposed
Prepayment Date; (v) that the conditions of this Section 8.3 have been fulfilled; and (vi) in
reasonable detail, the nature and date of the Change of Control.



-16-









 





     Section 8.4. Allocation of Partial Prepayments. In the case of each partial prepayment of the
Notes pursuant to Section 8.2, the principal amount of the Notes to be prepaid shall be allocated
among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the
respective unpaid principal amounts thereof not theretofore called for prepayment. All prepayments
made pursuant to Section 8.3 shall be applied only to the Notes of the holders who have elected to
participate in such prepayment.



     Section 8.5. Maturity; Surrender, Etc. In the case of each prepayment of Notes pursuant to
this Section 8, the principal amount of each Note to be prepaid shall mature and become due and
payable on the date fixed for such prepayment (which shall be a Business Day), together with
interest on such principal amount accrued to such date and the applicable Make-Whole Amount, if
any. From and after such date, unless the Company shall fail to pay such principal amount when so
due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest
on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be
surrendered to the Company and cancelled and shall not be reissued, and no Note shall be issued in
lieu of any prepaid principal amount of any Note.



     Section 8.6. Purchase of Notes. The Company will not and will not permit any Affiliate to
purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes
except upon the payment or prepayment of the Notes in accordance with the terms of this Agreement
and the Notes. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant
to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no
Notes may be issued in substitution or exchange for any such Notes.



Section 9. Affirmative Covenants.




     The Company covenants that so long as any of the Notes are outstanding:



     Section 9.1. Compliance with Law. The Company will and will cause each of its Subsidiaries to
comply with all laws, ordinances or governmental rules or regulations to which each of them is
subject, including, without limitation, ERISA, the USA Patriot Act and Environmental Laws, and will
obtain and maintain in effect all licenses, certificates, permits, franchises and other
governmental authorizations necessary to the ownership of their respective properties or to the
conduct of their respective businesses, in each case to the extent necessary to ensure that
non-compliance with such laws, ordinances or governmental rules or regulations or failures to
obtain or maintain in effect such licenses, certificates, permits, franchises and other
governmental authorizations would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.



     Section 9.2. Insurance. The Company will and will cause each of its Subsidiaries to maintain,
with financially sound and reputable insurers,
insurance with respect to their respective properties and businesses against such casualties and
contingencies, of such types, on such terms and in such amounts (including deductibles,
co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is
customary in the case of entities of established reputations engaged in the same or a similar
business and similarly situated.



-17-









 





     Section 9.3. Maintenance of Properties. The Company will and will cause each of its
Subsidiaries to maintain and keep, or
cause to be maintained and kept, their respective properties in good repair, working order and
condition (other than ordinary wear and tear), so that the business carried on in connection
therewith may be properly conducted at all times, provided that this Section shall not prevent the
Company or any Subsidiary from discontinuing the operation and the maintenance of any of its
properties if such discontinuance is desirable in the conduct of its business and the Company has
concluded that such discontinuance would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.



     Section 9.4. Payment of Taxes and Claims. The Company will and will cause each of its
Subsidiaries to file all tax returns required to be filed in any jurisdiction and to pay and
discharge all taxes shown to be due and payable on such returns and all other taxes, assessments,
governmental charges, or levies imposed on them or any of their properties, assets, income or
franchises, to the extent the same have become due and payable and before they have become
delinquent and all claims for which sums have become due and payable that have or might become a
Lien on properties or assets of the Company or any Subsidiary, provided that neither the Company
nor any Subsidiary need pay any such tax, assessment, charge, levy or claim if (i) the amount,
applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis
in good faith and in appropriate proceedings, and the Company or a Subsidiary has established
adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary
or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims in the aggregate
would not reasonably be expected to have a Material Adverse Effect.



     Section 9.5. Limited Liability Company and Corporate Existence, Etc. The Company will at all
times preserve and keep in full force and effect its limited liability company existence. Subject
to Section 10.8, the Company will at all times preserve and keep in full force and effect the
limited liability company or corporate existence of each of its Subsidiaries (unless merged into
the Company or a Subsidiary) and all rights and franchises of the Company and its Subsidiaries
unless, in the good faith judgment of the Company, the termination of or failure to preserve and
keep in full force and effect such limited liability company or corporate existence, right or
franchise would not, individually or in the aggregate, have a Material Adverse Effect.



     Section 9.6. Ranking. The Indebtedness evidenced by the Notes will rank at least pari passu
with all of the Company’s outstanding unsecured senior Indebtedness.



     Section 9.7. Books and Records. The Company will, and will cause each of its Subsidiaries to,
maintain proper books of record and account in conformity with GAAP and all applicable requirements
of any Governmental Authority having legal or regulatory jurisdiction over the Company or such
Subsidiary, as the case may be.



-18-









 





Section 10. Negative Covenants.




     The Company covenants that so long as any of the Notes are outstanding:



     Section 10.1. Maintenance of Consolidated Net Worth. The Company will not, at any time,
permit Consolidated Net Worth to be less than $300,000,000.



     Section 10.2. Consolidated Total Debt Leverage Ratio. The Company will not permit the
Consolidated Total Debt Leverage Ratio to be greater than 2.75 to 1.0 at any time.



     Section 10.3. Interest Coverage Ratio. The Company will not permit the Interest Coverage
Ratio to be less than 3.0 to 1.0 at any time.



     Section 10.4. Limitation on Subsidiary Indebtedness. The Company will not at any time permit
any Subsidiary to, directly or indirectly, create, incur, guarantee, or otherwise become or remain
directly or indirectly liable with respect to, any Indebtedness other than:




     (a) Indebtedness of a Subsidiary outstanding on the date hereof and listed in Schedule
5.15 and any extension, refinancing, renewal, replacement, defeasance or refund of such
Indebtedness, provided that the principal amount (or accreted value, if applicable) thereof
is not increased;




     (b) Indebtedness of a Person outstanding at the time such Person becomes a Subsidiary
and any extension, refinancing, renewal, replacement, defeasance or refund of such
Indebtedness, provided that the principal amount (or accreted value, if applicable) thereof
is not increased and provided further that (i) such Indebtedness shall not have been
incurred in contemplation of such Subsidiary becoming a Subsidiary and (ii) immediately
before and after such Subsidiary becomes a Subsidiary no Default or Event of Default shall
exist;




     (c) Indebtedness of a Subsidiary owed to the Company or a Wholly-Owned Subsidiary;




     (d) Indebtedness of a Subsidiary that has entered into a Guaranty of the Company’s
obligations under the Notes and this Agreement (i) reasonably satisfactory in form and
substance to the Required Holders and (ii) as to which Guaranty the holders of
outstanding Notes have received an opinion of independent counsel, in form and substance
satisfactory to them, as to the validity and enforceability of such Guaranty;




     (e) short-term Indebtedness incurred by CFS not exceeding $5 million in the aggregate
at any time;




     (f) Indebtedness of Subsidiaries constituting short-term cash borrowings under special
memorandum accounts not exceeding $2 million in the aggregate at any time;



-19-









 






     (g) repurchase obligations for underlying securities issued or directly and fully
guaranteed or insured by the United States government or any agency or instrumentality
thereof (provided that the full faith and credit of the United States is pledged in support
thereof), issued by any bank organized under the laws of the United States of America or any
state thereof or the District of Columbia or any foreign jurisdiction having at the date of
acquisition thereof combined capital and surplus of not less than $500 million;




     (h) Rate Hedging Obligations;




     (i) Indebtedness of a Subsidiary that is non-recourse to the Company or any other
Subsidiary incurred in connection with the sale, disposition or transfer of any right to
future fee payments and/or other revenue streams relating to the payment of advanced sales
commissions; and




     (j) Indebtedness not otherwise permitted by paragraphs (a) through (i) of this Section
10.4, provided that the outstanding aggregate principal amount of all Indebtedness incurred
pursuant to this paragraph (j) plus, (without duplication) the outstanding aggregate
principal amount of Indebtedness secured by Liens not permitted by paragraphs (a) through
(k) of Section 10.5 does not at any time exceed the greater of (x) $15.0 million or (y) 25%
of Consolidated Net Worth.



     Section 10.5. Liens. The Company will not, and will not permit any of its Subsidiaries to,
directly or indirectly create, incur, assume or permit to exist (upon the happening of a
contingency or otherwise) any Lien on or with respect to any property or asset (including, without
limitation, any document or instrument in respect of goods or accounts receivable) of the Company
or any such Subsidiary, whether now owned or held or hereafter acquired, or any income or profits
therefrom or assign or otherwise convey any right to receive income or profits (unless it makes, or
causes to be made, effective provision whereby the Notes will be equally and ratably secured with
any and all other obligations thereby secured, such security to be pursuant to an agreement
reasonably satisfactory to the Required Holders and, in any such case, the Notes shall have the
benefit, to the fullest extent that, and with such priority as, the holders of the Notes may be
entitled under applicable law, of an equitable Lien on such property), except:




     (a) Liens for taxes, assessments or other governmental charges which are not yet due
and payable or the payment of which is not at the time required by Section 9.4;




     (b) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the
ordinary course of business (i) in connection with workers’ compensation, unemployment
insurance and other types of social security or retirement benefits, or (ii) to secure (or
to obtain letters of credit that secure) the performance of tenders,
statutory obligations, surety bonds, appeal bonds, bids, leases (other than Capital Leases),
performance bonds, purchase, construction or sale contracts and other similar obligations,
in each case not incurred or made in connection with the borrowing of money, the obtaining
of advances or credit or the payment of the deferred purchase price of property;



-20-









 






     (c) Liens created by or resulting from any litigation or legal proceeding that is being
contested in good faith by appropriate proceedings and with respect to which the Company or
its Subsidiary, as the case may be, has established adequate reserves in accordance with
GAAP;




     (d) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics,
materialmen and other similar Liens, in each case, incurred in the ordinary course of
business for sums not yet due and payable;




     (e) leases or subleases granted to others, easements, rights-of-way, restrictions and
other similar charges or encumbrances, in each case incidental to the ordinary conduct of
business of the Company or any of its Subsidiaries;




     (f) Liens incidental to the normal conduct of the business of the Company or any
Subsidiary or the ownership of its property (i) that are not incurred in connection with the
incurrence of Indebtedness and (ii) that do not in the aggregate materially impair (x) the
use of such property in the operation of the business of the Company and its Subsidiaries
taken as a whole or (y) the value of such property for the purposes of the business of the
Company and its Subsidiaries taken as a whole;




     (g) Liens securing Indebtedness permitted to be incurred under paragraphs (e) through
(i) of Section 10.4 of this Agreement;




     (h) Liens existing on the date of this Agreement that are described in Schedule 10.5;




     (i) Liens on property or assets of the Company or any of its Subsidiaries securing
Indebtedness owing to the Company or to a Wholly-Owned Subsidiary;




     (j) (i) any Liens on property or on rights relating thereto to secure any rights
granted with respect to such property in connection with the provision of all or a part of
the purchase price or cost of the construction of such property created contemporaneously
with, or within 120 days after, such purchase or the completion of such construction, or
(ii) any Lien on property existing on such property at the time of acquisition thereof,
whether or not the Indebtedness secured thereby is assumed by the Company or such
Subsidiary, or (iii) any Lien existing on the property of a Person at the time such Person
is merged into or consolidated with the Company or a Subsidiary or at the time of a sale,
lease or other disposition of the properties of a Person as an entirety or substantially as
an entirety to the Company or a Subsidiary; provided that, in each case, any Indebtedness
secured by such Liens does not exceed 100% of the fair market value of the related property;




     (k) any Lien renewing, extending or refunding any Lien permitted by paragraph (g), (h),
(i) or (j) of this Section 10.5, provided that (i) the principal amount of Indebtedness
secured by such Lien immediately prior to such extension, renewal or



-21-









 







refunding is not
increased or the maturity thereof reduced, and (ii) such Lien does not extend to any other
property; and




     (l) Liens securing Indebtedness of the Company or a Subsidiary not otherwise permitted
by paragraphs (a) through (k) of this Section 10.5, provided that the outstanding aggregate
principal amount of all Indebtedness secured by Liens pursuant to this paragraph (l) plus
(without duplication) the outstanding aggregate principal amount of all Indebtedness under
paragraph (j) of Section 10.4 does not at any time exceed the greater of (a) $15.0 million
or (b) 25% of Consolidated Net Worth.



     For the purposes of this Section 10.5, any Person becoming a Subsidiary after the date of this
Agreement shall be deemed to have incurred all of its then outstanding Liens at the time it becomes
a Subsidiary, and any Person extending, renewing or refunding any Indebtedness secured by any Lien
shall be deemed to have incurred such Lien at the time of such extension, renewal or refunding.



     Section 10.6. Transactions with Affiliates. The Company will not and will not permit any
Subsidiary to enter into directly or indirectly any Material transaction or Material group of
related transactions (including without limitation the purchase, lease, sale or exchange of
properties of any kind or the rendering of any service) with any Affiliate (other than the Company
or another Subsidiary), except in the ordinary course and pursuant to the reasonable requirements
of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable
to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction
with a Person not an Affiliate.



     Section 10.7. Nature of Business. The Company will not, and will not permit any of its
Subsidiaries to, engage in any business if, as a result, the general nature of the business in
which the Company and its Subsidiaries, taken as a whole, would then be engaged would be
substantially changed from the general nature of the business in which the Company and its
Subsidiaries, taken as a whole, are engaged on the date of this Agreement as described in the
Memorandum.



     Section 10.8. Merger, Consolidation, Etc. The Company will not consolidate with or merge with
any
other Person or convey, transfer or lease all or substantially all of its assets in a single
transaction or series of transactions to any Person unless:




     (a) the successor formed by such consolidation or the survivor of such merger or the
Person that acquires by conveyance, transfer or lease substantially all of the assets of the
Company as an entirety, as the case may be, shall be a solvent corporation or limited
liability company organized and existing under the laws of the United States or any State
thereof (including the District of Columbia), and, if the Company is not such
corporation or limited liability company, (i) such corporation or limited liability company
shall have executed and delivered to each holder of any Notes its assumption of the due and
punctual performance and observance of each covenant and condition of this Agreement and the
Notes and (ii) such corporation or limited liability company shall have caused to be
delivered to each holder of any Notes an opinion of nationally



-22-









 







recognized independent
counsel, or other independent counsel reasonably satisfactory to the Required Holders, to
the effect that all agreements or instruments effecting such assumption are enforceable in
accordance with their terms and comply with the terms hereof; and




     (b) immediately after giving effect to such transaction, no Default or Event of Default
shall have occurred and be continuing.



     No such conveyance, transfer or lease of substantially all of the assets of the Company shall
have the effect of releasing the Company or any successor corporation or limited liability company
that shall theretofore have become such in the manner prescribed in this Section 10.8 from its
liability under this Agreement or the Notes.



Section 11. Events of Default.




     An “Event of Default” shall exist if any of the following conditions or events shall occur and
be continuing:




     (a) the Company defaults in the payment of any principal or Make-Whole Amount, if any,
on any Note when the same becomes due and payable, whether at maturity or at a date fixed
for prepayment or by declaration or otherwise; or




     (b) the Company defaults in the payment of any interest on any Note for more than five
Business Days after the same becomes due and payable; or




     (c) the Company defaults in the performance of or compliance with any term contained in
Sections 10.1, 10.2, 10.3, 10.4, 10.5 or 10.8; or




     (d) the Company defaults in the performance of or compliance with any term contained
herein (other than those referred to in paragraphs (a), (b) and (c) of this Section 11) and
such default is not remedied within 30 days after the earlier of (i) a Responsible Officer
obtaining actual knowledge of such default and (ii) the Company receiving written notice of
such default from any holder of a Note (any such written
notice to be identified as a “notice of default” and to refer specifically to this paragraph
(d) of Section 11); or




     (e) any representation or warranty made in writing by or on behalf of the Company or by
any officer of the Company in this Agreement or in any writing furnished in connection with
the transactions contemplated hereby proves to have been false or incorrect in any material
respect on the date as of which made; or




     (f) (i) the Company or any Subsidiary is in default (as principal or as guarantor or
other surety) in the payment of any principal of or premium or make-whole amount or interest
on any Indebtedness that is outstanding in an aggregate principal amount of at least
$10,000,000 beyond any period of grace provided with respect thereto, or (ii) the Company or
any Subsidiary is in default in the performance of or compliance



-23-









 







with any term of any
evidence of any Indebtedness in an aggregate outstanding principal amount of at least
$10,000,000 or of any mortgage, indenture or other agreement relating thereto or any other
condition exists, and as a consequence of such default or condition such Indebtedness has
become, or has been declared (or one or more Persons are entitled to declare such
Indebtedness to be), due and payable before its stated maturity or before its regularly
scheduled dates of payment, or (iii) as a consequence of the occurrence or continuation of
any event or condition (other than the passage of time or the right of the holder of
Indebtedness to convert such Indebtedness into equity interests), (x) the Company or any
Subsidiary has become obligated to purchase or repay Indebtedness before its regular
maturity or before its regularly scheduled dates of payment in an aggregate outstanding
principal amount of at least $10,000,000, or (y) one or more Persons have the right to
require the Company or any Subsidiary so to purchase or repay such Indebtedness; or




     (g) the Company or any Subsidiary (i) is generally not paying, or admits in writing its
inability to pay, its debts as they become due, (ii) files, or consents by answer or
otherwise to the filing against it of, a petition for relief or reorganization or
arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any
bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction,
(iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment
of a custodian, receiver, trustee or other officer with similar powers with respect to it or
with respect to any substantial part of its property, (v) is adjudicated as insolvent or to
be liquidated or terminated, or (vi) takes limited liability company or corporate action for
the purpose of any of the foregoing; or




     (h) a court or Governmental Authority of competent jurisdiction enters an order
appointing, without consent by the Company or any of its Subsidiaries, a custodian,
receiver, trustee or other officer with similar powers with respect to it or with respect to
any substantial part of its property, or constituting an order for relief or approving a
petition for relief or reorganization or any other petition in bankruptcy or for liquidation
or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering
the dissolution, winding-up, liquidation or termination of the Company or any of its
Subsidiaries, or any such petition shall be filed against the Company or any of its
Subsidiaries and such petition shall not be dismissed within 60 days; or




     (i) a final judgment or judgments for the payment of money aggregating in excess of
$10,000,000 are rendered against one or more of the Company and its Subsidiaries and which
judgments are not, within 60 days after entry thereof, bonded, discharged, satisfied or
stayed pending appeal, or are not discharged or satisfied within 60 days after the
expiration of such stay; or




     (j) if (i) any Pension Plan shall fail to satisfy the minimum funding standards of
ERISA or the Code for any plan year or part thereof or a waiver of such standards or
extension of any amortization period is sought or granted under section 412 of the Code,
(ii) a notice of intent to terminate any Pension Plan shall have been or is reasonably
expected to be filed with the PBGC or the PBGC shall have instituted proceedings under



-24-









 







ERISA
section 4042 to terminate or appoint a trustee to administer any Pension Plan or the PBGC
shall have notified the Company or any ERISA Affiliate that a Pension Plan may become a
subject of any such proceedings, (iii) the aggregate “amount of unfunded benefit
liabilities” (within the meaning of section 4001(a)(18) of ERISA) under all Pension Plans,
determined in accordance with Title IV of ERISA, shall exceed $10,000,000, (iv) the Company
or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability
pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code
relating to employee benefit plans, (v) the Company or any ERISA Affiliate withdraws from
any Multiemployer Plan, or (vi) the Company or any Subsidiary establishes or amends any
employee welfare benefit plan that provides post-employment welfare benefits in a manner
that would increase the liability of the Company or any Subsidiary thereunder; and any such
event or events described in clauses (i) through (vi) above, either individually or together
with any other such event or events, could reasonably be expected to have a Material Adverse
Effect. As used in this Section 11(j), the terms “employee benefit plan” and “employee
welfare benefit plan” shall have the respective meanings assigned to such terms in section 3
of ERISA.



Section 12. Remedies on Default, Etc.




     Section 12.1. Acceleration. (a) If an Event of Default with respect to the Company described
in paragraph (g) or (h) of Section 11 (other than an Event of Default described in clause (i) of
paragraph (g) or described in clause (vi) of paragraph (g) by virtue of the fact that such clause
encompasses clause (i) of paragraph (g)) has occurred, all the Notes then outstanding shall
automatically become immediately due and payable.



     (b) If any other Event of Default has occurred and is continuing, any holder or holders of
more than 50% in principal amount of the Notes at the time outstanding may at any time at its or
their option, by notice or notices to the Company, declare all the Notes then outstanding to be
immediately due and payable.



     (c) If any Event of Default described in paragraph (a) or (b) of Section 11 has occurred and
is continuing, any holder or holders of Notes at the time outstanding affected by such Event of
Default may at any time, at its or their option, by notice or notices to the Company, declare all
the Notes held by it or them to be immediately due and payable.



     Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by
declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes,
plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued
thereon at the Default Rate) and (y) the Make-Whole Amount determined in
respect of such principal amount (to the full extent permitted by applicable law), shall all
be immediately due and payable, in each and every case without presentment, demand, protest or
further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto
agree, that each holder of a Note has the right to maintain its investment in the Notes free from
repayment by the Company (except as herein specifically provided for) and that the provision for
payment of a Make-Whole Amount by the Company in the event that the Notes are



-25-









 







prepaid or are
accelerated as a result of an Event of Default, is intended to provide compensation for the
deprivation of such right under such circumstances.



     Section 12.2. Other Remedies. If any Default or Event of Default has occurred and is
continuing, and irrespective of whether any Notes have become or have been declared immediately due
and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to
protect and enforce the rights of such holder by an action at law, suit in equity or other
appropriate proceeding, whether for the specific performance of any agreement contained herein or
in any Note, or for an injunction against a violation of any of the terms hereof or thereof, or in
aid of the exercise of any power granted hereby or thereby or by law or otherwise.



     Section 12.3. Rescission. If any Notes have been declared due and payable pursuant to clause
(b) or (c) of Section 12.1, then (x) within 5 days thereafter or (y) at any time thereafter upon
written notice to the Company from the holders of not less than 51% in principal amount of the
Notes then outstanding, such declaration and its consequences will be rescinded and annulled if (a)
the Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if
any, on any Notes that are due and payable and are unpaid other than by reason of such declaration,
and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent
permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b)
all Events of Default and Defaults, other than non-payment of amounts that have become due solely
by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (c)
no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the
Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent
Event of Default or Default or impair any right consequent thereon.



     Section 12.4. No Waivers or Election of Remedies, Expenses, Etc. No course of dealing and no
delay on the part of any holder of any Note in exercising any right, power or remedy shall operate
as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No
right, power or remedy conferred by this Agreement or by any Note upon any holder thereof shall be
exclusive of any other right, power or remedy referred to herein or therein or now or hereafter
available at law, in equity, by statute or otherwise. Without limiting the obligations of the
Company under Section 15, the Company will pay to the holder of each Note on demand such further
amount as shall be sufficient to cover all costs and expenses of such holder incurred in any
enforcement or collection under this Section 12, including, without limitation, reasonable
attorneys’ fees, expenses and disbursements.



Section 13. Registration; Exchange; Substitution of Notes.




     Section 13.1. Registration of Notes. The Company shall keep at its principal executive office
a register for the registration and registration of transfers of Notes. The name and address of
each holder of one or more Notes, each transfer thereof and the name and address of each transferee
of one or more Notes shall be registered in such register. Prior to due presentment for
registration of transfer, the Person in whose name any Note shall be registered shall be deemed and
treated as the owner and holder thereof for all purposes hereof, and the Company shall not be
affected by any notice or knowledge to the contrary. The Company shall give to any holder of a



-26-









 







Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy
of the names and addresses of all registered holders of Notes.



     Section 13.2. Transfer and Exchange of Notes. Upon surrender of any Note to the Company at
the address and to the attention of the designated officer (all as specified in Section 18(iii)),
for registration of transfer or exchange (and in the case of a surrender for registration of
transfer, accompanied by a written instrument of transfer duly executed by the registered holder of
such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant
name, address and other information for notices of each transferee of such Note or part thereof),
within 10 Business Days thereafter, the Company shall execute and deliver, at the Company’s expense
(except as provided below), one or more new Notes of the same series (as requested by the holder
thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal
amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder
may request and shall be substantially in the form of Exhibit 1-A, 1-B or 1-C, as applicable. Each
such new Note shall be dated and bear interest from the date to which interest shall have been paid
on the surrendered Note or dated the date of the surrendered Note if no interest shall have been
paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or
governmental charge imposed in respect of any such transfer of Notes. Notes shall not be
transferred in denominations of less than $100,000, provided that if necessary to enable the
registration of transfer by a holder of its entire holding of Notes of a series, one Note of such
series may be in a denomination of less than $100,000. Any transferee, prior to its acceptance of
a Note registered in its name (or the name of its nominee), shall be required to make in writing
the representations set forth in Sections 6.1 and 6.2.



     Section 13.3. Replacement of Notes. Upon receipt by the Company at the address and to the
attention of the designated officer
(all as specified in Section 18(iii)), of evidence reasonably satisfactory to it of the ownership
of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case
of an Institutional Investor, notice from such Institutional Investor of such ownership and such
loss, theft, destruction or mutilation), and




     (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to
it (provided that if the holder of such Note is, or is a nominee for, (i) an original
Purchaser, (ii) another holder of a Note with a minimum net worth of at least
$150,000,000 or (iii) a Qualified Institutional Buyer, such Person’s own unsecured agreement
of indemnity shall be deemed to be satisfactory), or




     (b) in the case of mutilation, upon surrender and cancellation thereof,




within 10 Business Days thereafter, the Company at its own expense shall execute and
deliver, in lieu thereof, a new Note of the same series, dated and bearing interest from the
date to which interest shall have been paid on such lost, stolen, destroyed or mutilated
Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest
shall have been paid thereon.



-27-









 





Section 14. Payments on Notes.




     Section 14.1. Place of Payment. Subject to Section 14.2, payments of principal, Make-Whole
Amount, if any, and interest becoming due and payable on the Notes shall be made in The City of New
York, New York at the principal office of The Bank of New York in such jurisdiction. The Company
may at any time, by notice to each holder of a Note, change the place of payment of the Notes so
long as such place of payment shall be either the principal office of the Company in such
jurisdiction or the principal office of a bank or trust company in such jurisdiction.



     Section 14.2. Home Office Payment. So long as you or your nominee shall be the holder of any
Note, and notwithstanding anything contained in Section 14.1 or in such Note to the contrary, the
Company will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any, and
interest by the method and at the address specified for such purpose below your name in Schedule A,
or by such other method or at such other address as you shall have from time to time specified to
the Company in writing for such purpose, without the presentation or surrender of such Note or the
making of any notation thereon, except that upon written request of the Company made concurrently
with or reasonably promptly after payment or prepayment in full of any Note, you shall surrender
such Note for cancellation, reasonably promptly after any such request, to the Company at its
principal executive office or at the place of payment most recently designated by the Company
pursuant to Section 14.1. Prior to any sale or other disposition of any Note held by you or your
nominee you will, at your election, either endorse thereon the amount of principal paid thereon and
the last date to which interest has been paid thereon or surrender such Note to the Company in
exchange for a new Note or Notes of the same series pursuant to Section 13.2. The Company will
afford the benefits of this Section 14.2 to any Institutional Investor that is the
direct or indirect transferee of any Note purchased by you under this Agreement and that has made
the same agreement relating to such Note as you have made in this Section 14.2.



Section 15. Expenses, Etc.




     Section 15.1. Transaction Expenses. Whether or not the transactions contemplated hereby are
consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of
the Special Counsel and, if reasonably required by the Required Holders, local or other counsel)
incurred by you and each
Other Purchaser or holder of a Note in connection with such transactions and in connection with any
amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not
such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs
and expenses incurred in enforcing or defending (or determining whether or how to enforce or
defend) any rights under this Agreement or the Notes or in responding to any subpoena or other
legal process or informal investigative demand issued in connection with this Agreement or the
Notes, or by reason of being a holder of any Note, and (b) the costs and expenses, including
financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company
or any Subsidiary or in connection with any work-out or restructuring of the transactions
contemplated hereby and by the Notes. The Company will pay, and will save you and each other
holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of
brokers and finders (other



-28-









 







than those, if any, retained by you or another holder in connection with
its purchase of the Notes).



     Section 15.2. Survival. The obligations of the Company under this Section 15 will survive the
payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this
Agreement or the Notes, and the termination of this Agreement.



Section 16. Survival of Representations and Warranties; Entire Agreement.




     All representations and warranties contained herein shall survive the execution and delivery
of this Agreement and the Notes, the purchase or transfer by you of any Note or portion thereof or
interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a
Note, regardless of any investigation made at any time by or on behalf of you or any other holder
of a Note. All statements contained in any certificate or other instrument delivered by or on
behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of
the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes
embody the entire agreement and understanding between you and the Company and supersede all prior
agreements and understandings relating to the subject matter hereof.



Section 17. Amendment and Waiver.




     Section 17.1. Requirements. This Agreement and the Notes may be amended, and the observance
of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and
only with) the written consent of the Company and the Required Holders, except that (a) no
amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any
defined term (as it is used therein), will be effective as to you unless consented to by you in
writing, and (b) no such amendment or waiver may, without the written consent of the holder of each
Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating
to acceleration or rescission, change the amount or time of any prepayment or payment of principal
of, or reduce
the rate or change the time of payment or method of computation of interest or of the Make-Whole
Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders
of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8,
11(a), 11(b), 12, 17 or 20.



     Section 17.2. Solicitation of Holders of Notes.



     (a) Solicitation. The Company will provide each holder of the Notes (irrespective of the
amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the
date a decision is required, to enable such holder to make an informed and considered decision with
respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or
of the Notes. The Company will deliver executed or true and correct copies of each amendment,
waiver or consent effected pursuant to the provisions of this Section 17 to each holder of
outstanding Notes promptly following the date on which it is executed and delivered by, or receives
the consent or approval of, the requisite holders of Notes.



-29-









 





     (b) Payment. The Company will not directly or indirectly pay or cause to be paid any
remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any
security or provide other credit support, to any holder of Notes as consideration for or as an
inducement to the entering into by any holder of Notes of any waiver or amendment of any of the
terms and provisions hereof unless such remuneration is concurrently paid, or security is
concurrently granted or other credit support concurrently provided, on the same terms, ratably to
each holder of Notes then outstanding even if such holder did not consent to such waiver or
amendment.



     Section 17.3. Binding Effect, Etc. Any amendment or waiver consented to as provided in this
Section 17 applies equally to all holders of Notes and is binding upon them and upon each future
holder of any Note and upon the Company without regard to whether such Note has been marked to
indicate such amendment or waiver. No such amendment or waiver will extend to or affect any
obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or
impair any right consequent thereon. No course of dealing between the Company and the holder of
any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a
waiver of any
rights of any holder of such Note. As used herein, the term “this Agreement” and references
thereto shall mean this Agreement as it may from time to time be amended or supplemented.



     Section 17.4. Notes Held by Company, Etc. Solely for the purpose of determining whether the
holders of the requisite percentage of the aggregate principal amount of Notes then outstanding
approved or consented to any amendment, waiver or consent to be given under this Agreement or the
Notes, or have directed the taking of any action provided herein or in the Notes to be taken upon
the direction of the holders of a specified percentage of the aggregate principal amount of Notes
then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall
be deemed not to be outstanding.



Section 18. Notices.




     All notices and communications provided for hereunder shall be in writing and sent (a) by
telecopy if the sender on the same day sends a confirming copy of such notice by a recognized
overnight delivery service (charges prepaid), or (b) by registered or certified mail with return
receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with
charges prepaid). Any such notice must be sent:




     (i) if to you or your nominee, to you or it at the address specified for such
communications in Schedule A, or at such other address as you or it shall have specified to
the Company in writing,




     (ii) if to any other holder of any Note, to such holder at such address as such other
holder shall have specified to the Company in writing, or




     (iii) if to the Company, to the Company at its address set forth at the beginning
hereof to the attention of the General Counsel, or at such other address as the Company
shall have specified to the holder of each Note in writing.



-30-









 







Notices under this Section 18 will be deemed given only when actually received.



Section 19.
Reproduction of Documents.




     This Agreement and all documents relating thereto, including, without limitation, (a)
consents, waivers and modifications that may hereafter be executed, (b) documents received by you
at the Closing (except the Notes themselves), and (c) financial statements, certificates and other
information previously or hereafter furnished to you, may be reproduced by you by any photographic,
photostatic, electronic, digital, or other similar process and you may destroy any original
document so reproduced. The Company agrees and stipulates that, to the extent permitted by
applicable law, any such reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding (whether or not the original is in existence and whether or
not such reproduction was made by you in the regular course of business) and any enlargement,
facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence. This Section 19 shall not prohibit the Company or any
other holder of Notes from contesting any such reproduction to the same extent that it could
contest the original, or from introducing evidence to demonstrate the inaccuracy of any such
reproduction.



Section 20. Confidential Information.




     For the purposes of this Section 20, “Confidential Information” means information delivered to
you by or on behalf of the Company or any Subsidiary in connection with the transactions
contemplated by or otherwise pursuant to this Agreement that is proprietary or confidential in
nature and that was clearly marked or labeled or otherwise adequately identified when received by
you as being confidential information of the Company or such Subsidiary
(including all financial information, officers’ certificates and compliance certificates
whether marked as confidential or not), provided that such term does not include information that
(a) was publicly known or otherwise known to you prior to the time of such disclosure, (b)
subsequently becomes publicly known through no act or omission by you or any person acting on your
behalf, (c) otherwise becomes known to you other than through disclosure by the Company or any
Subsidiary or any person acting on behalf of the Company or such Subsidiary or (d) constitutes
financial statements delivered to you under Section 7.1 that are otherwise publicly available. You
will maintain the confidentiality of such Confidential Information in accordance with procedures
adopted by you in good faith to protect confidential information of third parties delivered to you,
provided that you may deliver or disclose Confidential Information to (i) your directors, trustees,
officers, employees, agents, attorneys, trustees and affiliates (to the extent such disclosure
reasonably relates to the administration of the investment represented by your Notes), (ii) your
financial advisors and other professional advisors who agree to hold confidential the Confidential
Information substantially in accordance with the terms of this Section 20, (iii) any other holder
of any Note, (iv) any Institutional Investor to which you sell or offer to sell such Note or any
part thereof or any participation therein (if such Person has agreed in writing prior to its
receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any
Person from which you offer to purchase any security of the Company (if such Person has agreed in
writing prior to its receipt of such Confidential Information to be bound by the provisions of this
Section 20), (vi) any federal or state regulatory authority having jurisdiction over you, (vii) the
National Association of Insurance Commissioners or any similar



-31-









 







organization, or any nationally
recognized rating agency that requires access to information about your investment portfolio or
(viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to
effect compliance with any law, rule, regulation or order applicable to you, (x) in response to any
subpoena or other legal process, (y) in connection with any litigation to which you are a party or
(z) if an Event of Default has occurred and is continuing, to the extent you may reasonably
determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the
protection of the rights and remedies under your Notes and this Agreement. Each holder of a Note,
by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the
benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by
the Company in connection with the delivery to any holder of a Note of information required to be
delivered to such holder under this Agreement or requested by such holder (other than a holder that
is a party to this
Agreement or its nominee), such holder will enter into an agreement with the Company embodying
the provisions of this Section 20.



Section 21. Substitution of Purchaser.




     You shall have the right to substitute any one of your Affiliates as the purchaser of the
Notes that you have agreed to purchase hereunder, by written notice to the Company, which notice
shall be signed by both you and such Affiliate, shall contain such Affiliate’s agreement to be
bound by this Agreement and shall contain a confirmation by such Affiliate of the accuracy with
respect to it of the representations set forth in Section 6. Upon receipt of such notice, wherever
the word “you” is used in this Agreement (other than in this Section 21), such word shall be deemed
to refer to such Affiliate in lieu of you. In the event that such Affiliate is so
substituted as a purchaser hereunder and such Affiliate thereafter transfers to you all of the
Notes then held by such Affiliate, upon receipt by the Company of notice of such transfer, wherever
the word “you” is used in this Agreement (other than in this Section 21), such word shall no longer
be deemed to refer to such Affiliate, but shall refer to you, and you shall again have all the
rights of an original holder of the Notes under this Agreement.



Section 22. Miscellaneous.




     Section 22.1. Successors and Assigns. All covenants and other agreements contained in this
Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their
respective successors and assigns (including, without limitation, any subsequent holder of a Note)
whether so expressed or not.



     Section 22.2. Payments Due on Non-Business Days. Anything in this Agreement or the Notes to
the contrary notwithstanding (but without limiting the requirement in Section 8.5 that the notice
of any optional prepayment specify a Business Day as the date fixed for such prepayment), any
payment of principal of or Make-Whole Amount or interest on any Note that is due on a date other
than a Business Day shall be made on the next succeeding Business Day without including the
additional days elapsed in the computation of the interest payable on such next succeeding Business
Day; provided that if the maturity date of any Note is a date other than a Business Day, the
payment otherwise due on such maturity date shall be made on the next



-32-









 







succeeding Business Day and
shall include the additional days elapsed in the computation of interest payable on such next
succeeding Business Day.



     Section 22.3. Accounting Terms. All accounting terms used herein which are not expressly
defined in this Agreement have the meanings respectively given to them in accordance with GAAP.
Except as otherwise specifically provided herein, all computations made pursuant to this Agreement
shall be made in accordance with GAAP.



     Section 22.4. Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable
such provision in any other jurisdiction.



     Section 22.5. Construction. Each covenant contained herein shall be construed (absent express
provision to the contrary) as being independent of each other covenant contained herein, so that
compliance with any one covenant shall not (absent such an express contrary provision) be deemed to
excuse compliance with any other covenant. Where any provision herein refers to action to be taken
by any Person, or which such Person is prohibited from taking, such provision shall be applicable
whether such action is taken directly or indirectly by such Person. For the avoidance of doubt,
all Schedules and Exhibits attached to this Agreement shall be deemed to be a part hereof.



     Section 22.6. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be an original but all of which together shall constitute one instrument. Each
counterpart may consist of a number of copies hereof, each signed by less than all, but together
signed by all, of the parties hereto.



     Section 22.7. Governing Law. This Agreement shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the law of the State of New York
excluding choice-of-law principles of the law of such State that would permit the application of
the laws of a jurisdiction other than such State.



     Section 22.8. Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably
submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the
Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or
relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the
Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise,
any claim that it is not subject to the jurisdiction of any such court, any objection that it may
now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in
any such court and any claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum.



     (b) The Company consents to process being served by or on behalf of any holder of Notes in any
suit, action or proceeding of the nature referred to in Section 22.8(a) by mailing a copy thereof
by registered or certified mail (or any substantially similar form of mail), postage



-33-









 







prepaid,
return receipt requested, to it at its address specified in Section 18 or at such other address of
which such holder shall then have been notified pursuant to said Section. The Company agrees that
such service upon receipt (i) shall be deemed in every respect effective service of process upon it
in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by
applicable law, be taken and held to be valid personal service upon and personal delivery to it.
Notices hereunder shall be conclusively presumed received as evidenced by a
delivery receipt furnished by the United States Postal Service or any reputable commercial delivery
service.



     (c) Nothing in this Section 22.8 shall affect the right of any holder of a Note to serve
process in any manner permitted by law, or limit any right that the holders of any of the Notes may
have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to
enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.



     (d) The parties hereto hereby waive trial by jury in any action brought on or with respect
to this Agreement, the Notes or any other document executed in connection herewith or
therewith.



* * * * *




-34-









 








     If you are in agreement with the foregoing, please sign the form of agreement on a counterpart
of this Agreement and return it to the Company, whereupon this Agreement shall become a binding
agreement between you and the Company.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	Calamos Holdings LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Calamos Asset Management, Inc.,	 	 
	 

	 	 	 	its Sole Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Patrick H. Dudasik
 

Name: Patrick H. Dudasik
	 	 
	 

	 	 	 	Title: Executive Vice President,	 	 
	 

	 	 	 	           Chief Operating Officer,	 	 
	 

	 	 	 	           Chief Financial Officer, and	 	 
	 

	 	 	 	           Treasurer	 	 







-35-