EX-4.5






Exhibit 4.5




Execution Version



 



Calamos Holdings LLC




 

 

Waiver and First Amendment

Dated as of December 22, 2008




to




Note Purchase Agreement

Dated as of July 13, 2007






 

 


			
	Re:	 	6.33% Senior Notes, Series A, due July 15, 2014

6.52% Senior Notes, Series B, due July 15, 2017

6.67% Senior Notes, Series C, due July 15, 2019





 


 









 








Waiver and First Amendment to Note Purchase Agreement




     This Waiver and First Amendment dated as of December 22, 2008 (the or this
“Agreement”) to the Note Purchase Agreement referred to below is between Calamos Holdings LLC,
a Delaware limited liability company (the “Company”), and each of the institutions which is a
signatory to this Agreement (collectively, the “Noteholders”).



R e c i t a l s:




     Whereas, the Company and each of the Noteholders have heretofore entered into the
Note Purchase Agreement dated as of July 13, 2007 (the “Note Purchase Agreement”), pursuant to
which the Company issued (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, collectively, the “Notes”);



     Whereas, the Company and the Noteholders now desire to amend the Note Purchase
Agreement in the respects, but only in the respects, hereinafter set forth;



     Whereas, all capitalized terms used herein and not defined herein shall have the
meaning specified in the Note Purchase Agreement;



     Whereas, all requirements of law have been fully complied with and all other acts and
things necessary to make this Agreement a valid, legal and binding instrument according to its
terms for the purposes herein expressed have been done or performed.



     Now, therefore, upon the full and complete satisfaction of the conditions precedent
to effectiveness set forth in Section 5.1 hereof, and for good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, the Company and the Noteholders do hereby
agree as follows:



Section 1. Amendments.




     Section 1.1. Section 7.1 shall be and is hereby amended by renumbering clause “(g)” as clause
“(h),” and inserting the following new clause (g):




     (g) Monthly Compliance Certificates — within 15 Business Days
following the end of each calendar month, an Officer’s Certificate
containing the information required in order to establish whether
the Company was in compliance with the requirements of Section 10.10
hereof as of such calendar month-end (including (i) the calculation
of the Investment Coverage Ratio as of the last day of such calendar
month and a statement of the



 









 





			
	 	 	 
	Calamos Holdings LLC
	 	Waiver and First Amendment







minimum ratio required under this Agreement and (ii) a summary of
the Value of Portfolio Investments, together with a listing of
Portfolio Investments which are not subject to daily net asset
valuation), substantially in the form of Exhibit A to the First
Amendment; and



     Section 1.2. Section 7.2(a) shall be and is hereby amended and restated in its entirety to
read as follows:




     (a) Covenant Compliance – the information (including detailed
calculations) required in order to establish whether the Company was
in compliance with the requirements of Sections 10.1 through 10.5,
and Section 10.9 hereof, 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



     Section 1.3. The second sentence of Section 8.2 of the Note Purchase Agreement shall be and is
hereby amended and restated in its entirety to read as follows:




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;
provided that, if the Company elects to cure a breach of the
Investment Coverage Ratio under Section 10.10 by prepaying the Notes
pursuant to this Section 8.2, then such minimum notice period shall
be reduced from 15 days to five days.



     Section 1.4. Section 9 of the Note Purchase Agreement shall be and is hereby amended by adding
a new Section 9.8 to read as follows:




     “Section 9.8. Interest Rate Adjustment; Note Rating. (a) If at
any time, (i) the Company no longer receives any Rating from at
least one Nationally Recognized Rating Agency or (ii) the Company
fails to maintain an Investment Grade Rating, then the per annum
interest rate applicable to each series of Notes (and the Default
Rate applicable thereto) shall increase by 200 basis points (a “Note
Rate Increase”). If, following any Note Rate Increase, the Company
thereafter receives a “Reset Rating”, then the original per annum
interest rate applicable to each series of Notes (and the original
Default Rate applicable thereto) shall be restored (a “Note Rate
Restoration”). Any Note Rate Increase or Note Rate Restoration
shall be effective as of the date of any rating letter



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	Calamos Holdings LLC
	 	Waiver and First Amendment









setting forth a rating, or of any notice of the withdrawal or
termination of any rating, which requires an adjustment in the rate
of interest applicable to the Notes pursuant to this Section 9.8.
For the avoidance of doubt, if, following any Note Rate Restoration,
the Company no longer receives any Rating from at least one
Nationally Recognized Rating Agency or the Company fails to maintain
an Investment Grade Rating, a Note Rate Increase shall again apply.




     Notwithstanding the foregoing, for purposes of determining the
Make-Whole Amount, any Note Rate Increase shall be disregarded.




     (b) The Company shall promptly notify the holders of the Notes
in writing, sent in the manner provided in Section 18, following its
receipt of any rating letter, or of any notice of the withdrawal or
termination of any rating, which written notice shall include (i) a
copy of such rating letter or notice and (ii) a certification by the
Company of the interest rate then applicable to each series of Notes
as a result thereof.




     (c) Subject to the Company’s agreement to obtain a rating of
the Notes as provided in Section 9.8(d), the Company shall, at least
once each calendar year, obtain a written confirmation of each
rating it receives from Nationally Recognized Rating Agencies.




     (d) Without limiting the obligations of the Company in
Section 9.8(a), if at any time from and after the First Amendment
Effective Date the counterparty credit rating of the Company from
one or more Nationally Recognized Rating Agencies differs from the
then applicable NAIC rating for the Notes (based on the Rating
Equivalents below), then the Company agrees to promptly, but in any
event within 45 days, obtain a rating for each series of outstanding
Notes from at least one Nationally Recognized Rating Agency. Such
rating of the Notes shall be received at least once each calendar
year for each series of Notes until each such series, respectively,
is repaid in full. The Company agrees, upon the receipt of
reasonable notice, to provide such information as is reasonably
requested by the holders of the Notes and to make its
representatives reasonably available in connection with maintaining
the ratings of the Notes.



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	Calamos Holdings LLC
	 	Waiver and First Amendment







Rating Equivalents




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	NAIC-1	 	NAIC-2	 	NAIC-3	 	NAIC-4	 	NAIC 5	 	NAIC-6
	S&P

	 	AAA, AA+, AA,
 AA-,
A+, A, A-
	 	BBB+, BBB, BBB-
	 	BB+, BB, BB-
	 	B+, B, B-
	 	CCC+, CCC, CCC-
	 	CC, C, D
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Moody’s

	 	Aaa; Aa 1, 2, 3; A
1, 2, 3
	 	Baa 1, 2, 3
	 	Ba 1, 2, 3
	 	B 1, 2, 3
	 	Caa, 1, 2, 3
	 	Ca, C
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Fitch

	 	AAA, AA+, AA,
 AA-,
A+, A, A-
	 	BBB+, BBB, BBB-
	 	BB+, BB, BB-
	 	B+, B, B-
	 	CCC
	 	CC, C, DDD, DD, D






     Section 1.5. Section 10.1 of the Note Purchase Agreement shall be and is hereby amended and
restated in its entirety to read as follows:




     Section 10.1. Maintenance of Consolidated Net Worth. The
Company will not, at any time, permit Consolidated Net Worth to be
less than the lesser of:




     (a) the sum of (i) $160,000,000, plus (ii) an aggregate amount
equal to 50% of (x) the Company’s Consolidated Net Income (but, in
each case, only if a positive number) for each completed fiscal
quarter on a cumulative basis, beginning with the fiscal quarter
ending March 31, 2009, less (y) any Tax Distribution paid by the
Company during each such completed fiscal quarter, and




     (b) the greater of (i) $160,000,000 and (ii) the aggregate
principal amount of Consolidated Total Debt of the Company at the
time outstanding.



     Section 1.6. Section 10.2 of the Note Purchase Agreement shall be and is hereby amended and
restated in its entirety to read as follows:




     Section 10.2. Consolidated Total Debt Leverage Ratio. The
Company will not at any time permit the Consolidated Total Debt
Leverage Ratio to be greater than (a) 3.0 to 1.0 from the First
Amendment Effective Date through December 31, 2009, and (b) 2.75 to
1.0 from January 1, 2010 and thereafter.



     Section 1.7. Section 10.4(j) of the Note Purchase Agreement shall be and is hereby amended and
restated in its entirety to read as follows:




     (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



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	Calamos Holdings LLC
	 	Waiver and First Amendment









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) $15,000,000 or (y) 10% of
Consolidated Net Worth.



     Section 1.8. Section 10.5(l) of the Note Purchase Agreement shall be and is hereby amended and
restated in its entirety to read as follows:




     (l) Liens securing Indebtedness of the Company or a Subsidiary
(other than any credit facility of the Company or any Subsidiary
from time to time) 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)
$15,000,000 or (b) 10% of Consolidated Net Worth.



     Section 1.9. Section 10 of the Note Purchase Agreement shall be and is hereby further amended
by adding a new Section 10.9 to read as follows:




     Section 10.9. Distributions and Redemption of Equity Interests.
(a) Until such time as the Company’s Consolidated Net Worth equals
or exceeds $225,000,000 (on a pro forma basis, after giving effect
to any proposed Distribution to be made pursuant to this
Section 10.9), the Company will not, and will not permit any of its
Subsidiaries to make, pay, declare or authorize any dividend,
distribution or other payment, in cash or in property, in respect of
any class of its equity interests, or any payment in connection with
the redemption, purchase, retirement or other acquisition, directly
or indirectly, of any class of its equity interests or instruments
convertible into such equity interests (collectively,
“Distributions”), other than (x) Distributions which are payable
solely in shares of the Company’s equity interests or are payable to
the Company by a Wholly-Owned Subsidiary of the Company, (y) Tax
Distributions, and (z) Distributions which, in the aggregate
(exclusive of Tax Distributions), do not exceed $5,335,000 in any
fiscal quarter of the Company, provided, that the Company may
carry-forward Distributions permitted under this clause (z) which
are unpaid in one fiscal quarter to subsequent fiscal quarters.




Notwithstanding the foregoing, the Company will not, and will not
permit any Subsidiary to make, pay, declare or authorize any Distribution unless immediately after giving effect to such action
no Default or Event of Default would exist, provided that, with



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	Calamos Holdings LLC
	 	Waiver and First Amendment










respect to any determination of whether a Default or Event of
Default then exists under Section 10.10, calculation of the
Investment Coverage Ratio shall by made as of the date of the
declaration of the proposed Distribution under this Section 10.9 and
not as of the end of the immediately preceding calendar month




     (b) The Company will not declare any Distribution payable more
than 60 days after the date of declaration thereof.



     Section 1.10. Section 10 of the Note Purchase Agreement shall be and is hereby further amended
by adding a new Section 10.10 to read as follows:




     Section 10.10. Investment Coverage Ratio. (a) The Company will
not, as of the last day of any calendar month, permit the Investment
Coverage Ratio to be less than 1.175 to 1.0; provided that no Event
of Default will arise under Section 11(c) following a breach of this
Section 10.10 unless such breach is not remedied within 15 Business
Days following the calendar month-end in question, it being
understood and agreed that in order to cure a breach of the
Investment Coverage Ratio, the Company shall take such actions as
are necessary to restore compliance with the Investment Coverage
Ratio as it existed at the calendar month-end in question, provided
further that a change in the Value of Portfolio Investments
occurring during the 15 Business Day cure period may remedy a breach
of this Section 10.10, so long as such change in the Value of
Portfolio Investments completely cures the breach of Section 10.10,
but no change in the Value of Portfolio Investments that partially
remedies a breach of this Section 10.10 shall be taken into account
in determining whether the Company has remedied a breach of this
Section 10.10.




     (b) Valuation of Portfolio Investments. For purposes of
determining compliance with the Investment Coverage Ratio, the
Company shall determine the value of its Portfolio Investments in
accordance with GAAP and all applicable regulatory valuation
requirements and otherwise in a manner consistent with portfolio
pricing practices followed in the investment management industry
generally, calculated as of a time within 48 hours immediately
preceding the time of such determination. Without limiting the
foregoing:




     (i) Portfolio Investments shall be valued net of
minority interests and on a trade-date basis (meaning that
any Investment that has been purchased will be treated as a Portfolio Investment as of the trade date of such purchase,
and any Portfolio Investment which has been sold will be



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	Calamos Holdings LLC
	 	Waiver and First Amendment










excluded as a Portfolio Investment as of the trade date of
such sale);




     (ii) the value of any Portfolio Investment shall be
increased by the net unrealized gain as at the date such
Value is determined of any Hedging Agreement entered into to
hedge risks associated with such Portfolio Investment and
reduced by the net unrealized loss as at such date of any
such Hedging Agreement (such net unrealized gain or net
unrealized loss, on any date, to be equal to the aggregate
amount receivable or payable under the related Hedging
Agreement if the same were terminated on such date); and




     (iii) the Company shall conduct internal reviews of all
Portfolio Investments at least once each calendar month
which shall take into account any events of which the
Company has knowledge that adversely affect the value of the
Portfolio Investments.



     Section 1.11. Section 11(c) of the Note Purchase Agreement shall be and is hereby amended and
restated in its entirety to read as follows:




     (c) the Company defaults in the performance of or compliance
with any term contained in any of Sections 9.8, 10.1, 10.2. 10.3,
10.4, 10.5, 10.8, 10.9 or 10.10; or



     Section 1.12. The definition of “EBITDA” appearing in Schedule B of the Note Purchase
Agreement shall be and is hereby amended and restated in its entirety to read as follows:




“EBITDA” means, with reference to any period, Consolidated Net
Income for such period plus the following to the extent deducted in
determining Consolidated Net Income: depreciation, amortization
(including amortization of deferred sales commissions), interest
expense, any prepayment fees and make-whole amounts paid in
connection with the early retirement of the Notes, income taxes, any
cash realignment charges up to $15,000,000 incurred during the
period between September 30, 2008 and June 30, 2009, and any other
non-cash, non-recurring losses, or charges of the Company and its
Subsidiaries, less deferred sales commissions paid during such
period; but excluding any net income, gain or loss during such
period from any change in accounting principles, any extraordinary
items, any prior period adjustments, any investment gains or losses
(whether realized or unrealized), or gains (or losses) on asset
dispositions; provided that (1) the results of operations of any
Subsidiary or operating business acquired (by merger,



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	Calamos Holdings LLC
	 	Waiver and First Amendment










consolidation, amalgamation, purchase of assets or stock or other
similar transaction) by the Company or any Subsidiary during such
period shall be included in the determination of EBITDA for such
period assuming such acquisition had occurred on the first day of
such period and (2) the results of operations of any Subsidiary or
operating business sold or otherwise substantially disposed of (by
merger, consolidation, amalgamation, sale of assets or stock or
other similar transaction) by the Company or any Subsidiary after
the beginning of such period shall be excluded in the determination
of EBITDA for such period.



     Section 1.13. The definition of “Interest Expenses” appearing in Schedule B of the Note
Purchase Agreement shall be and is hereby amended and restated in its entirety to read as follows:




“Interest Expenses” means, with respect to any period, the sum
(without duplication) of the following (in each case, eliminating
all offsetting debits and credits between the Company and its
Subsidiaries and all other items required to be eliminated in the
course of the preparation of consolidated financial statements of
the Company and its Subsidiaries in accordance with GAAP): (a) all
interest in respect of Debt of the Company and its Subsidiaries
(including imputed interest on Capital Lease Obligations) deducted
in determining Consolidated Net Income for such period, together
with all interest capitalized or deferred during such period and not
deducted in determining Consolidated Net Income for such period, and
(b) all debt discount and expense amortized or required to be
amortized in the determination of Consolidated Net Income for such
period, excluding any prepayment fees and make-whole amounts paid in
connection with the early retirement of the Notes.



     Section 1.14. The following definitions shall be added to Schedule B of the Note Purchase
Agreement in the appropriate alphabetical order:




“Cash” means any immediately available funds in U.S. dollars or in
any currency other than U.S. dollars which is a freely convertible
currency.




“Cash Equivalents” means Investments in:




(a) direct obligations of the United States of America, or any
agency thereof, the payment or guarantee of which constitutes a full
faith and credit obligation of the United States of America, provided that such obligations mature within twelve months from the
date of acquisition thereof;



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	Calamos Holdings LLC
	 	Waiver and First Amendment











(b) demand and time deposits in, certificates of deposit of, or
bankers’ acceptances, in each case, maturing within 180 days from
the date of acquisition thereof, issued by, any commercial bank or
trust company incorporated under the laws of the United States or
any state thereof or the District of Columbia, having at any date of
determination combined capital and surplus and retained earnings of
not less than $500,000,000, provided, that (i) the senior unsecured
long-term debt of such bank or trust company is rated “A-1” by S&P
or “P-1” by Moody’s or (ii) such deposits or acceptances are fully
insured by the Federal Depository Insurance Corporation;




(c) commercial paper of corporations organized under the laws of the
United States or any state thereof, maturing not more than 270 days
from the date of creation thereof and having a rating at the time of
acquisition of “A-1” by S&P or “P-1” by Moody’s;




(d) Investments in any money market fund governed by Rule 2a-7 of
the Investment Company Act of 1940, as amended, rated “AAA” by S&P
or “Aaa” by Moody’s which is classified as a current asset in
accordance with GAAP, the aggregate asset value of which “marked to
market” is at least $10,000,000,000 , and which invests
substantially all of its assets in obligations issued or guaranteed
as to principal and interest by the United States of America, its
agencies or instrumentalities which are supported by any of the
following: (i) the full faith and credit of the United States of
America, which includes U.S. treasury bills (maturing within one
year of issuance) and U.S. Treasury notes and bonds (which have
longer maturities), (ii) the right of the issuer to borrow from the
U.S. Treasury, (iii) the discretionary authority of the U.S.
government agencies or instrumentalities or (iv) the credit of the
instrumentality issuing the securities. Governmental agencies or
instrumentalities include, but are not limited to, the Federal
National Mortgage Association, the Government National Mortgage
Association, Federal Land Banks, and the Farmer’s Home
Administration ; and




(e) Investments in repurchase agreements with respect to any
Investment described in clause (a) of this definition entered into
with a depository institution or trust company acting as principal
described in clause (b) of this definition if such repurchase
agreements are by their terms to be performed by the repurchase
obligor and such repurchase agreements are deposited with a bank or
trust company of the type described in clause (b) of this
definition.



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	Calamos Holdings LLC
	 	Waiver and First Amendment











“Distribution” is defined in Section 10.9.




“Equity Interests” means shares of capital stock, partnership
interests, membership interests in a limited liability company,
beneficial interests in a trust or other equity ownership interests
in a Person, and any warrants, options or other rights entitling the
holder thereof to purchase or acquire any such equity interest.




“First Amendment” means the Waiver and First Amendment to this
Agreement dated as of December 22, 2008.




“First Amendment Effective Date” means December 22, 2008.




“Hedging Agreement” means any index and security based option,
interest rate protection agreement, foreign currency exchange
protection agreement, commodity price protection agreement or other
interest or currency exchange rate or commodity price hedging
arrangement.




“Investment” means, for any Person: (a) Equity Interests, bonds,
notes, debentures or other securities of any other Person or any
agreement to acquire any Equity Interests, bonds, notes, debentures
or other securities of any other Person (including any “short sale”
or any sale of any securities at a time when such securities are not
owned by the Person entering into such sale); (b) deposits,
advances, loans or other extensions of credit made to any other
Person (including purchases of property from another Person subject
to an understanding or agreement, contingent or otherwise, to resell
such property to such Person); or (c) Hedging Agreements.




“Investment Coverage Ratio” means, at the time of determination, the
ratio of (a) the aggregate Value of Portfolio Investments, as of the
last day of any calendar month, plus Cash and Cash Equivalents to
(b) Consolidated Total Debt outstanding on such date.




“Investment Grade Rating” means a Rating by at least one Nationally
Recognized Rating Agency of (a) in the case of S&P, “BBB-” or
better, or (b) in the case of Moody’s, “Baa3” or better, or (c) in
the case of Fitch, “BBB-” or better; provided, that (x) in the case
two of the foregoing rating agencies issue Ratings, the lower of the
two Ratings shall be determinative; and (y) in the case  three of the
foregoing rating agencies issue Ratings, the second lowest Rating
shall be determinative.



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	Calamos Holdings LLC
	 	Waiver and First Amendment











“LLC Agreement” means the Second Amended and Restated Limited
Liability Company Agreement of the Company dated as of November 2,
2004, as amended from time to time.




“Manager” means Calamos Asset Management, Inc., a Delaware
corporation, in its capacity as sole manager of the Company, or any
successor thereto.




“Nationally Recognized Rating Agency” means Standard & Poor’s
Ratings Group, a division of The McGraw-Hill Companies, Inc.
(“S&P”), Moody’s Investors Services, Inc. (“Moody’s”), or Fitch/BCA
Duff & Phelps Ltd. (“Fitch”).




“Portfolio Investment” means any Investment held by the Company and
valued by the Company pursuant to “Level 1” or “Level 2”
measurements under U.S. Financial Accounting Standards Board Rule
157, provided that, for purposes of calculating the Interest
Coverage Ratio in Section 10.10 hereof, no more than 10% of the
aggregate Value of Portfolio Investments included in such
calculation may consist of Investments held directly by the Company
and valued pursuant to “Level 2” measurements under such Rule.




“Rating” means (a) beginning at the First Amendment Effective Date,
a counterparty credit rating for the Company and (b) from and after
the date by which the Company is required to obtain a rating for the
outstanding Notes pursuant to Section 9.8(d), a rating of each
series of the outstanding Notes.




“Reset Rating” means a Rating by at least one Nationally Recognized
Rating Agency of (a) in the case of S&P, “BBB” or better, or (b) in
the case of Moody’s, “Baa2” or better, or (c) in the case of Fitch,
“BBB” or better; provided, that (x) in the case two of the foregoing
rating agencies issue Ratings, the lower of the two Ratings shall be
determinative; and (y) in the case three of the foregoing rating
agencies issue Ratings, the second lowest Rating shall be
determinative.




“Tax Distributions” shall be determined by the Manager of the
Company in good faith, in a manner consistent with its calculation
of ‘Tax Advances’ payable under the Company’s LLC Agreement and, in
any event, substantially as follows (capitalized terms used  in this
definition shall have the meanings set forth in the LLC Agreement):



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	Calamos Holdings LLC
	 	Waiver and First Amendment











     (a) If the Manager reasonably determines that the Net
Profits of the Company for a Fiscal Year will give rise to net
taxable income for the Members (after giving effect to
cumulative Net Losses from prior Fiscal Years available to
offset such Net Profits), the Manager shall cause the Company to
distribute available cash for purposes of allowing the Members
to fund their respective income tax liabilities (the ‘Tax
Advances’). The Tax Advances payable with respect to any Fiscal
Year shall be computed based upon the Manager’s estimate of the
net taxable income attributable to Net Profits of the Company
for such Fiscal Year (after giving effect to cumulative Net
Losses from prior Fiscal Years available to offset such Net
Profits), multiplied by the highest combined tax rate (federal,
state and local, taking into account any deductions of state or
local taxes against federal tax liability) applicable to any
Member or, in the case of Calamos Family Partners, Inc., any of
its shareholders, taking into account the character of the
taxable income for tax purposes (the ‘Tax Amount’). For
purposes of computing the Tax Amount, the effect of any benefit
to a Member under Section 743 of the Code, if any, will be
ignored. Tax Advances shall be distributed to the Members on a
pro rata basis in accordance with their respective Percentage
Interests, but in no event shall the distributed amount exceed
the available cash of the Company, as determined in the
reasonable discretion of the Manager.




     (b) Tax Advances shall be calculated and paid no later than
one day prior to each quarterly due date for the payment of
estimated taxes under the Code in the following manner: (i) for
the first quarterly period, 25% of the Tax Amount, (ii) for the
second quarterly period, 50% of the Tax Amount, less the prior
Tax Advances for the Fiscal Year, (iii) for the third quarterly
period, 75% of the Tax Amount, less the prior Tax Advances for
the Fiscal year and (iv) for the fourth quarterly period, 100%
of the Tax Amount, less the prior Tax Advances for the Fiscal
Year. Following each Fiscal Year, and no later than one day
prior to the due date for the payment by individuals or
corporations, whichever is earlier, of income taxes for such
Fiscal Year under the Code, the Manager shall make a final
calculation of the Tax Amount for such Fiscal Year (the “Final
Tax Amount”), and shall cause the Company to distribute a Tax
Advance, subject to the availability of cash, to the extent
that
the Final Tax Amount so calculated exceeds the cumulative Tax
Advances previously made by the Company in respect of such
Fiscal Year. If the Final Tax Amount is less



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	Calamos Holdings LLC
	 	Waiver and First Amendment









than the
cumulative Tax Advances previously made by the
Company in respect of the relevant Fiscal Year, then the
difference (the ‘Credit Amount’) shall be applied against, and
shall reduce, the amount of Tax Advances made to the Members for
subsequent Fiscal Years. Any Credit Amount applied against
future Tax Advances shall be treated as an amount actually
distributed pursuant to the LLC Agreement for purposes of the
computations therein.




     (c) Any Tax Advances made to a Member pursuant to the LLC
Agreement shall be repaid to the Company by reducing the amount
of the next succeeding distribution or distributions which would
otherwise have been made to such Member pursuant to the
requirements of the LLC Agreement.




“2004 Notes” means the Company’s 5.24% Senior Notes due April 29,
2011 in the aggregate principal amount of $150,000,000 issued under
the Note Purchase Agreement dated as of April 29, 2004, as amended.




“Value”, with respect to any Portfolio Investment, shall be
determined in accordance with Section 10.10(b).


Section 2. Agreement to Prepay Notes.




     Section 2.1. In consideration of and as a material inducement to the Noteholders’ agreement to
amend and waive certain provisions of the Note Purchase Agreement as provided herein, the Company
hereby agrees that on December 22, 2008 (the “Prepayment Date”), the Company shall prepay (the
“Specified Prepayment”) (a) $150,000,000 in aggregate principal amount of the Notes and the 2004
Notes, together with interest accrued to the date of prepayment and the Make-Whole Amount
determined for the Prepayment Date with respect to such principal amount, and (b) $250,000,000 in
aggregate principal amount of the Notes and the 2004 Notes, together with interest accrued to the
date of prepayment, but without the Make-Whole Amount. Such prepayment shall be allocated pro rata
among all of the Notes and the 2004 Notes, without regard to series (unless a Noteholder or a
holder of 2004 Notes declines all or a portion of its pro rata share of such prepayment at par, in
which case, such declined amount shall be offered on a pro rata basis to the other Noteholders and
holders of 2004 Notes), with final prepayment amounts specified for each holder in Exhibit B to
this Agreement. 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 the
Make-Whole Amount to be paid in connection with the Specified Prepayment on the Prepayment Date.



     Section 2.2. The Company acknowledges and agrees that if the Company fails to make the
Specified Prepayment in full on the Prepayment Date, such failure shall constitute an immediate
Event of Default under Section 11(a) of the Note Purchase Agreement.




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	Calamos Holdings LLC
	 	Waiver and First Amendment







     Section 2.3. In connection with the Specified Prepayment, the Noteholders hereby waive (a) the
requirement under Section 8.2 of the Note Purchase Agreement that the Company give each holder of
Notes written notice of an optional prepayment not less than 15 days prior to the date fixed for
such prepayment and (b) in connection with the portion of the Specified Prepayment to be made at
par, the restriction under Section 8.6 of the Note Purchase Agreement that prohibits the Company
from prepaying the Notes except in accordance with the terms of the Note Purchase Agreement. The
foregoing waivers extend solely to the notices and consents required in connection with the
Specified Prepayment as set forth herein, and no waiver or modification of any of the other terms,
covenants, rights, or remedies under the Note Purchase Agreement or Notes is granted or implied in
this Section 2.3.


Section 3. Waiver of Default.




     Section 3.1. Waiver of Default. The Company confirms to the Noteholders that the Company is
not in compliance with Section 7.1(d) [Notice of Default or Event of Default] and Section 10.1
[Consolidated Net Worth] of the Note Purchase Agreement (collectively, the “Existing Defaults”),
and that such Existing Defaults constitute Events of Default under Section 11(d) and Section 11(c),
respectively, of the Note Purchase Agreement. Subject to compliance by the Company with its
agreements and obligations hereunder, including without limitation its agreement to prepay the
Notes as set forth in Section 2, the Noteholders hereby waive the Existing Defaults. If the
Company does not prepay the Notes pursuant to Section 2 on December 22, 2008, then the foregoing
waiver of the Existing Defaults shall be of no force or effect.



     Section 3.2. Limited Waivers; Reservation of Rights. The foregoing waiver, and the waiver set
forth in Section 2.3, apply solely to the matters expressly described herein, and no waiver or
modification of any of the other terms, covenants, rights, or remedies under the Note Purchase
Agreement or Notes is granted or implied herein. The foregoing waivers shall not obligate the
Noteholders to agree to any additional waiver of any provision of the Note Purchase Agreement or
Notes, nor be deemed to constitute or operate as a waiver of any right under the Note Purchase
Agreement to exercise remedies resulting from any existing Default or Event of Default of which
such Noteholder is not actually aware or of any future Default or Event of Default.


Section 4. Representations and Warranties of the Company.




     Section 4.1. To induce the Noteholders to execute and deliver this Agreement (which
representations shall survive the execution and delivery of this Agreement), the Company represents
and warrants to the Noteholders that:




     (a) this Agreement has been duly authorized, executed and delivered by the Company and
this Agreement constitutes the legal, valid and binding obligation,
contract  and agreement
of the Company enforceable against it in accordance with its terms, except as enforcement
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or
equitable principles relating to or limiting creditors’ rights generally;




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	Calamos Holdings LLC
	 	Waiver and First Amendment












     (b) the Note Purchase Agreement, as amended by this Agreement, constitutes the legal,
valid and binding obligation, contract and agreement of the Company enforceable against it
in accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws or equitable principles relating to
or limiting creditors’ rights generally;




     (c) the execution, delivery and performance by the Company of this Agreement (i) has
been duly authorized by all requisite limited liability company action and, if required,
member action, (ii) does not require the consent or approval of any governmental or
regulatory body or agency, and (iii) will not (A) violate (1) any provision of law, statute,
rule or regulation or its certificate of formation or limited liability company agreement,
(2) any order of any court or any rule, regulation or order of any other agency or
government binding upon it, or (3) any provision of any material indenture, agreement or
other instrument to which it is a party or by which its properties or assets are or may be
bound, or (B) result in a breach or constitute (alone or with due notice or lapse of time or
both) a default under any indenture, agreement or other instrument referred to in clause
(iii)(A)(3) of this Section 4.1(c);




     (d) as of the date hereof and after giving effect to this Agreement, no Default or
Event of Default has occurred which is continuing; and




     (e) the representations and warranties contained in Section 5 of the Note Purchase
Agreement are true and correct in all material respects with the same force and effect as if
made by the Company on and as of the date hereof, except to the extent that any such
representation or warranty expressly relates to an earlier date.


Section 5. Conditions to Effectiveness of Amendments and Waivers.




     Section 5.1. The amendments to and waivers of the Note Purchase Agreement set forth herein
shall not become effective until, and shall become effective when (the “Effective Date”), each of
the following conditions shall have been satisfied:




     (a) executed counterparts of this Agreement, duly executed by the Company and the
holders of 100% in principal amount of the outstanding Notes, shall have been delivered to
the Noteholders;




     (b) the Company shall have entered into that certain Waiver and Second Amendment to the
2004 Note Purchase Agreement, on substantially the same terms as those contained in this
Agreement;




     (c) the Company shall have paid in full the Specified Prepayment of the Notes on the
terms set forth in Section 2, by wire transfer of immediately available funds to the
accounts specified by each Noteholder;




     (d) copies of (i) the resolutions of the Board of Directors of the Company authorizing
the execution, delivery and performance by the Company of this Agreement,



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	Calamos Holdings LLC
	 	Waiver and First Amendment








certified by its Secretary or an Assistant Secretary, and (ii) a favorable written opinion
of in-house counsel to the Company addressed to each of the Noteholders as to the matters
set forth in Sections 4.1(a) through (c) hereof, in form and substance reasonably
satisfactory to the Noteholders, shall have been delivered to the Noteholders;




     (e) the representations and warranties of the Company set forth in Section 4 hereof
shall be true and correct on and with respect to the date hereof, and the execution and
delivery by the Company of this Agreement shall constitute certification by the Company of
the same; and




     (f) the Company shall have paid the fees and expenses of Chapman and Cutler LLP,
special counsel to the Noteholders, incurred in connection with the negotiation,
preparation, approval, execution and delivery of this Agreement.


Upon receipt and satisfaction of all of the foregoing, such amendments and waivers shall become
effective.



Section 6. Miscellaneous.




     Section 6.1. This Agreement shall be construed in connection with and as part of the Note
Purchase Agreement, and except as modified and expressly amended by this Agreement, all terms,
conditions and covenants contained in the Note Purchase Agreement and the Notes are hereby ratified
and confirmed and shall be and remain in full force and effect.



     Section 6.2. Any and all notices, requests, certificates and other instruments, including the
Notes, may refer to the “Note Purchase Agreement” or the “Note Purchase Agreement dated as of
July 13, 2007” without making specific reference to this Agreement, but nevertheless all such
references shall be deemed to include this Agreement unless the context shall otherwise require.



     Section 6.3. The descriptive headings of the various Sections or parts of this Agreement are
for convenience only and shall not affect the meaning or construction of any of the provisions
hereof.



     Section 6.4. This Agreement shall be governed by and construed in accordance with New York law
excluding choice-of-law principles of the law of New York that would require the application of the
laws of jurisdiction other than New York.



     Section 6.5. This Agreement may be executed in any number of counterparts, each executed
counterpart constituting an original, but all together only one agreement.



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



	 	 	 	 	 
	 	Calamos Holdings LLC


By Calamos Asset Management, Inc.,
     its Sole Manager

 	 
	 	By:  	/s/ John P. Calamos, Sr.
 	 
	 	 	Name:  	John P. Calamos, Sr. 	 
	 	 	Title:  	Chairman, Chief Executive Officer and

Co-Chief Investment Officer