EX-4.2






Exhibit 4.2




AMENDMENT NO. 1 TO

NOTE PURCHASE AGREEMENT



AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT (“Amendment”) dated as of October 15, 2004 (the
“Effective Date”) by and among CALAMOS HOLDINGS, INC., a Delaware corporation (the “Company”), and
the purchasers listed in Schedule A hereto (the “Purchasers”).




RECITALS



WHEREAS the Company and the Purchasers have entered into an Note Purchase Agreement dated as of
April 29, 2004 (such Note Purchase Agreement, as amended from time to time, the “Note Purchase
Agreement”); and



WHEREAS the Company desires to amend the Note Purchase Agreement as provided herein.



NOW, THEREFORE, in consideration of the material promises and agreements herein made and intending
to be legally bound, the parties hereto hereby agree as follows:



All capitalized terms used herein and not defined herein shall have the meaning specified in the
Note Purchase Agreement.



1. Amendment. Section 10.8(a) of the Note Purchase Agreement is amended by replacing the
word “corporation” with the words “corporation or limited liability company” wherever it appears in
that section. The text of Section 10.8(a) prior to the amendment and subsequent to the amendment
is attached as Exhibit A hereto.



2. Effectiveness. Pursuant to Section 17.1 of the Note Purchase Agreement, this Amendment
shall be effective upon its execution by the Company and the Required Holders. Upon such
execution, this Amendment shall be deemed effective, and the Note Purchase Agreement shall be
deemed amended as herein provided, as of the Effective Date.



3. Ratification. Except as amended hereby, the Note Purchase Agreement is ratified and
confirmed and shall continue in full force and effect.



4. Governing Law. This Amendment to the 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 require the application
of the laws of a jurisdiction other than such State.



5. Counterparts. This amendment may be executed in one or more counterparts, each of which
shall be deemed an original but all of which shall constitute one and the same instrument.




1









 







In witness whereof, the parties hereto have executed this Amendment as of the Effective Date.




	 	 	 	 	 
	 	CALAMOS HOLDINGS, INC.

 	 
	 	By:  	/s/ James S. Hamman, Jr.
 	 
	 	Name:  	James S. Hamman, Jr. 	 
	 	Title:  	Exec. V.P., General Counsel and
Secretary 	 
	 




2









 








Exhibit A




Unamended Section 10.8(a):




10.8 Merger, Consolidation, etc.






     The Company will not consolidate with or merge with
any other corporation or convey, transfer or lease
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 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, (i) such corporation 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) shall
have caused to be delivered to each holder of any Notes an
opinion of nationally 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;



Amended Section 10.8(a):




10.8 Merger, Consolidation, etc.




          The Company will not consolidate with or merge with any other corporation or limited liability
company or convey, transfer or lease 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) shall have
caused to be delivered to each holder of any Notes an opinion of nationally 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;