<PAGE>
                                                                    Exhibit 10.6


                       FORM OF SECOND AMENDED AND RESTATED         S+S LLP
                                                                   Tax Comments
                       LIMITED LIABILITY COMPANY AGREEMENT         9/30/04

                                       OF

                              CALAMOS HOLDINGS LLC




<PAGE>
                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.01. Definitions....................................................1

                                   ARTICLE II
                       FORMATION, TERM, PURPOSE AND POWERS

SECTION 2.01. Formation......................................................7
SECTION 2.02. Name...........................................................7
SECTION 2.03. Term...........................................................7
SECTION 2.04. Offices........................................................7
SECTION 2.05. Agent for Service of Process...................................7
SECTION 2.06. Business Purpose...............................................7
SECTION 2.07. Powers of the Company..........................................8
SECTION 2.08. Maintenance of Separate Existence..............................8
SECTION 2.09. No Personal Liability..........................................8
SECTION 2.10. Admission of New Members.......................................8
SECTION 2.11. Withdrawal.....................................................8
SECTION 2.12. Waiver of Fiduciary Duties.....................................8

                                   ARTICLE III
                                   MANAGEMENT

SECTION 3.01. Manager........................................................8
SECTION 3.02. Compensation...................................................9
SECTION 3.03. No Reimbursements..............................................9
SECTION 3.04. Authority of Members...........................................9
SECTION 3.05. Voting Power..................................................10
SECTION 3.06. Action by Written Consent.....................................10

                                   ARTICLE IV
                                    OFFICERS

SECTION 4.01. Officers......................................................10
SECTION 4.02. Management Policies...........................................10

                                    ARTICLE V
                                  DISTRIBUTIONS

SECTION 5.01. Distributions.................................................10
SECTION 5.02. Liquidation Distribution......................................11
SECTION 5.03. Withholding...................................................11


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<PAGE>
SECTION 5.04. Limitations on Distribution...................................11

                                   ARTICLE VI
      CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX ALLOCATIONS; TAX MATTERS

SECTION 6.01. Initial Capital Contributions.................................11
SECTION 6.02. Additional Capital Contributions..............................12
SECTION 6.03. Membership Units..............................................12
SECTION 6.04. Members' Capital Accounts.....................................12
SECTION 6.05. Allocations of Net Profits and Net Losses.....................13
SECTION 6.06. Special Allocations...........................................13
SECTION 6.07. Tax Allocations...............................................14
SECTION 6.08. Tax Decisions.................................................15
SECTION 6.09. Curative Allocations..........................................15

                                   ARTICLE VII
                           BOOKS AND RECORDS; REPORTS

SECTION 7.01. Books and Records.............................................15

                                  ARTICLE VIII
            CERTIFICATES; MEMBERSHIP UNITS; RESTRICTIONS ON TRANSFER

SECTION 8.01. Certificates..................................................16
SECTION 8.02. Legend........................................................16
SECTION 8.03. Lost or Destroyed Certificates................................17
SECTION 8.04. Splits, Distributions and Reclassifications...................17
SECTION 8.05. Incentive Plans...............................................17
SECTION 8.06. Registered and Private Offerings..............................17
SECTION 8.07. Registered Members............................................17
SECTION 8.08. Restrictions on Transfer......................................18
SECTION 8.09. Permitted Transfers...........................................18
SECTION 8.10. Transfers to Persons other than CFP Permitted Transferees.....18

                                   ARTICLE IX
                    DISSOLUTION, LIQUIDATION AND TERMINATION

SECTION 9.01. No Dissolution................................................18
SECTION 9.02. Events Causing Dissolution....................................19
SECTION 9.03. Distribution upon Dissolution.................................19
SECTION 9.04. Time for Liquidation..........................................19
SECTION 9.05. Termination...................................................20
SECTION 9.06. Claims of the Members.........................................20


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                                    ARTICLE X
                          LIABILITY AND INDEMNIFICATION

SECTION 10.01. Liability of Members.........................................20
SECTION 10.02. Indemnification by the Company...............................20

                                   ARTICLE XI
                                  MISCELLANEOUS

SECTION 11.01. Severability.................................................22
SECTION 11.02. Notices......................................................22
SECTION 11.03. Cumulative Remedies..........................................22
SECTION 11.04. Binding Effect...............................................23
SECTION 11.05. Interpretation...............................................23
SECTION 11.06. Counterparts.................................................23
SECTION 11.07. Further Assurances...........................................23
SECTION 11.08. Entire Agreement.............................................23
SECTION 11.09. Governing Law; Submission to Jurisdiction; WAIVER OF
               JURY TRIAL ..................................................23
SECTION 11.10. Specific Performance.........................................23
SECTION 11.11. Expenses.....................................................24
SECTION 11.12. Amendments and Waivers.......................................24
SECTION 11.13. No Third Party Beneficiaries.................................24
SECTION 11.14. Headings.....................................................24
SECTION 11.15. Construction.................................................24

Schedule I Members; Membership Units; Capital Accounts


                                      iii
<PAGE>



                              AMENDED AND RESTATED

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                              CALAMOS HOLDINGS LLC


            This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the
"Agreement") of Calamos Holdings LLC, a Delaware limited liability company (the
"Company"), is made and entered into, effective as of [__], 2004, by and among
Calamos Family Partners, Inc., a Delaware corporation (f/k/a Calamos Holdings
Inc., "CFP"), John P. Calamos and Calamos Asset Management, Inc., a Delaware
corporation ("CAM").


                              W I T N E S S E T H:

            WHEREAS, the Company was formed as a limited liability company
pursuant to the Delaware Limited Liability Company Act, 6 Del. C. Section
18-101, et seq., as it may be amended from time to time (the "Act"), by the
filing of a Certificate of Formation (the "Certificate of Formation") with the
Office of the Secretary of State of the State of Delaware on [__], 2004; and


            WHEREAS, the parties hereto desire to amend and restate the Limited
Liability Company Agreement, dated as of [__], 2004 entered into by CFP, to
reflect the addition of CAM as a Member and the sole Manager of the Company
pursuant to the terms and conditions hereof.


            NOW, THEREFORE, in consideration of the agreements and obligations
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Members hereby agree as
follows:

                                    ARTICLE I
                                   DEFINITIONS

            SECTION 1.01. Definitions. Capitalized terms used herein without
definition have the following meanings (such meanings being equally applicable
to both the singular and plural form of the terms defined):

            "Act" has the meaning set forth in the recitals of this Agreement.

            "Adjusted Capital Account Deficit" means, with respect to each
      Member, the deficit balance, if any, in such Member's Capital Account as
      of the end of the relevant Fiscal Year, after giving effect to the
      following adjustments:

                  (i) Credit to such Capital Account any amounts which such
            Member is obligated to restore pursuant to any provision of this
            Agreement or is deemed to be obligated to restore pursuant to the
            penultimate sentences of each of Sections 1.704-2(g)(1) and
            1.704-2(i)(5) of the Regulations; and
<PAGE>
                  (ii) Debit to such Capital Account the items described in
            Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and
            1.704-1(b)(2)(ii)(d)(6) of the Regulations.

            "Affiliate" means, with respect to a specified Person, any other
      Person that directly, or indirectly through one or more intermediaries,
      Controls, is Controlled by, or is under common Control with, such
      specified Person.

            "Agreement" has the meaning set forth in the preamble of this
      Agreement.

            "Amended and Restated Certificate of Incorporation" means the
      Amended and Restated Certificate of Incorporation of CAM, as filed on [__]
      with the Secretary of State of the State of Delaware pursuant to the
      Delaware General Corporation Law.

            "Asset Value" means, with respect to any asset, the asset's adjusted
      tax basis for federal income tax purposes, except as follows: (i) the
      initial Asset Value of any asset contributed by a Member to the Company
      shall be the gross fair market value of such asset, as agreed by the
      contributing Member and the Manager; (ii) the Asset Values of all assets
      of the Company shall be adjusted to equal their respective gross fair
      market values, as determined by the Manager, as of the following times:
      (A) the acquisition of an additional Membership Interest in the Company by
      any new or existing Member in exchange for more than a de minimis Capital
      Contribution, (B) the distribution by the Company to a Member of more than
      a de minimis amount of Company property as consideration for a Membership
      Interest in the Company, and (C) the liquidation of the Company within the
      meaning of Regulations Section 1.704-1(b)(2)(ii)(g); provided, however,
      that an adjustment pursuant to clause (A) or (B) shall be made only if the
      Manager reasonably determines that such an adjustment is necessary or
      appropriate to reflect the relative economic interests of the Members in
      the Company; (iii) the Asset Value of any Company property distributed to
      any Member shall be adjusted to equal its fair market value on the date of
      distribution, as agreed by the distributee Member and the Manager; and
      (iv) the Asset Value of each asset shall be increased (or decreased) to
      reflect any adjustments to the adjusted tax basis of such asset pursuant
      to Code Sections 734(b) or 743(b), but only to the extent that such
      adjustments are taken into account in determining Capital Accounts
      pursuant to Regulations Section 1.704-1(b)(2)(iv)(m). If the Asset Value
      of an asset has been determined or adjusted pursuant to the preceding
      clause (i), (ii), or (iv), such Asset Value shall thereafter be adjusted
      by the Depreciation taken into account with respect to such asset for
      purposes of computing Net Profits and Net Losses hereunder.

            "Bankruptcy" of a Member shall be deemed to occur for purposes of
      this Agreement if:

                  (i) an involuntary petition under any bankruptcy or insolvency
            Law or under the reorganization provisions of any such Law is filed
            with respect to such Member or a receiver of or for the property of
            such Member is appointed without acquiescence of such Member, which
            petition or appointment remains


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<PAGE>
            undischarged or unstayed for an aggregate period of ninety (90) days
            (whether or not consecutive); or

                  (ii) a voluntary petition under any bankruptcy or insolvency
            Law or under the reorganization provisions of any such Law is filed
            by such Member, a voluntary assignment of such Member's property for
            the benefit of creditors is made, or a receiver of or for the
            property of such Member is appointed by, or acquiesced in, by such
            Member.

            "Beneficial Owner" or "Beneficially Own" has the meaning given such
      term in Rule 13d-3 (as in effect on the date hereof) under the Exchange
      Act. For purposes of this Agreement, a minor for whom Membership Units or
      other securities are held pursuant to the Uniform Gifts to Minors Act or
      similar law shall be considered the Beneficial Owner of such securities.

            "Board of Directors" means the Board of Directors of CAM.

            "Business Day" means any day, except a Saturday, Sunday or other day
      on which commercial banking institutions in the State of New York are
      authorized or directed by Law or executive order to close.

            "By-laws" means the Amended and Restated By-laws of CAM.

            "Calamos Family Members" means John P. Calamos, Nick P. Calamos and
      John P. Calamos, Jr. and their respective Family Members.

            "CAM" has the meaning set forth in the preamble of this Agreement.

            "Capital Account" means the separate capital account maintained for
      each Member in accordance with Section 6.04 hereof.

            "Capital Contribution" means, with respect to any Member, the
      aggregate amount of money contributed to the Company and the Asset Value
      of any property (other than money) contributed to the Company pursuant to
      Article VI.

            "Certificate of Formation" has the meaning set forth in the recitals
      of this Agreement.

            "CFP" has the meaning set forth in the preamble of this Agreement.

            "CFP Permitted Transferee" means (i) any Calamos Family Member, (ii)
      any entity Controlled by one or more Calamos Family Members, (iii) any
      trustee of a trust (or such trust) for the primary benefit of (or any
      entity similar to a trust the beneficial interests in which shall be
      primarily held by) one or more Calamos Family Members, (iv) the executor
      or administrator of the estate of any deceased Calamos Family Member, (v)
      the guardian or conservator of the estate of any disabled Calamos Family
      Member or (vi) the trustee of the estate of any bankrupt or insolvent
      Calamos Family Member.


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<PAGE>
            "Class A Common Stock" means Class A common stock of CAM.

            "Code" means the Internal Revenue Code of 1986, as amended from time
      to time, or any corresponding federal tax statute enacted after the date
      of this Agreement. The reference to a specific section of the Code refers
      not only to such specific section but also to any corresponding provision
      of any federal tax statute enacted after the date of this Agreement, as
      such specific section or corresponding provision is in effect on the date
      of application of the provisions of this Agreement containing such
      reference.

            "Company" has the meaning set forth in the preamble of this
      Agreement.

            "Contingencies" has the meaning set forth in Section 9.03(b) of this
      Agreement.

            "Control" (including the terms "Controlled by" and "under common
      Control with") means the possession, directly or indirectly, of the power
      to direct or cause the direction of the management and policies of a
      Person, whether through the ownership of voting securities, as trustee or
      executor, by contract or otherwise, including, without limitation, the
      ownership, directly or indirectly, of securities having the power to elect
      a majority of the board of directors or similar body governing the affairs
      of such Person.

            "Credit Amount" has the meaning set forth in Section 5.01(b)(ii) of
      this Agreement.

            "Depreciation" means, for each Fiscal Year or other period, an
      amount equal to the depreciation, amortization or other cost recovery
      deduction allowable for federal income tax purposes with respect to an
      asset for such Fiscal Year or other period; provided, however, that if the
      Asset Value of an asset differs from its adjusted basis for federal income
      tax purposes at the beginning of such Fiscal Year or other period,
      Depreciation shall be an amount that bears the same ratio to such
      beginning Asset Value as the federal income tax depreciation, amortization
      or other cost recovery deduction with respect to such asset for such
      Fiscal Year or other period bears to such beginning adjusted tax basis;
      and provided further that, if the federal income tax depreciation,
      amortization or other cost recovery deduction for such Fiscal Year or
      other period is zero, Depreciation shall be determined with reference to
      such beginning Asset Value using any reasonable method selected by the
      Manager.

            "Dissolution Event" has the meaning set forth in Section 9.02 of
      this Agreement.

            "Exchange Act" means the United States Securities Exchange Act of
      1934, as amended, and the rules and regulations promulgated thereunder.

            "Family Member" means, as applied to any individual, such
      individual's parents, siblings, spouse and descendants (whether natural or
      legally adopted) and the spouses of such descendents.

            "Final Tax Amount" has the meaning set forth in Section 5.01(b)(ii)
      of this Agreement.

            "Fiscal Year" means (i) the period commencing upon the formation of
      the Company and ending on December 31, 2004, (ii) any subsequent
      twelve-month period commencing on January 1 and ending on December 31, or
      (iii) any portion of the period


                                        4
<PAGE>
      described in clause (ii) of this sentence for which the Company is
      required to allocate Net Profits, Net Losses and other items of Company
      income, gain, loss or deduction pursuant to Article VI hereof.

            "GAAP" means United States generally accepted accounting principles
      as in effect from time to time.

            "Incentive Plan" means the Calamos Asset Management, Inc. Incentive
      Compensation Plan or any other incentive plan adopted by CAM in accordance
      with the approval procedures set forth in the Amended and Restated
      Certificate of Incorporation or the By-laws.

            "Law" means any statute, law, ordinance, regulation, rule, code,
      executive order, injunction, judgment, decree or other order issued or
      promulgated by any national, supranational, state, federal, provincial,
      local or municipal government or any administrative or regulatory body
      with authority therefrom with jurisdiction over the Company or any Member,
      as the case may be.

            "Liquidation Agent" has the meaning set forth in Section 9.03 of
      this Agreement.

            "Manager" means CAM or any successor thereto.


            "Member" means, at any time, CFP, John P. Calamos and CAM if, at
      such a time, they own Membership Units in the Company and any Person who
      at such a time owns Membership Units in the Company.


            "Membership Interest" means, a Member's entire equity interest in
      the Company, including the Membership Units owned by such Member and any
      right of such Member to the return of Capital Contributions and any
      interest thereon.

            "Membership Unit" means the unit representing a Member's interest in
      the Company, including such Member's (i) ownership interest in the
      Company, (ii) right to share in any Net Profits, Net Losses and any
      distributions of the Company, and (iii) right, if any, to participate in
      the management of the Company or any other decision of the Members
      pursuant to this Agreement.

            "Net Profits" and "Net Losses" mean, for each Fiscal Year, an amount
      equal to the Company's taxable income or loss for such Fiscal Year,
      determined in accordance with Section 703(a) of the Code (but including in
      taxable income or loss, for this purpose, all items of income, gain, loss
      or deduction required to be stated separately pursuant to Section
      703(a)(1) of the Code), with the following adjustments:

                  (i) any income of the Company exempt from federal income tax
            and not otherwise taken into account in computing Net Profits or Net
            Losses pursuant to this definition shall be added to such taxable
            income or loss;

                  (ii) any expenditures of the Company described in Section
            705(a)(2)(B) of the Code (or treated as expenditures described in
            Section


                                        5
<PAGE>
            705(a)(2)(B) of the Code pursuant to Regulation Section
            1.704-1(b)(2)(iv)(i)) and not otherwise taken into account in
            computing Net Profits or Net Losses pursuant to this definition
            shall be subtracted from such taxable income or loss;

                  (iii) in the event the Asset Value of any asset of the Company
            is adjusted in accordance with paragraph (ii) or paragraph (iii) of
            the definition of "Asset Value" above, the amount of such adjustment
            shall be taken into account as gain or loss from the disposition of
            such asset for purposes of computing Net Profits or Net Losses;

                  (iv) gain or loss resulting from any disposition of any asset
            of the Company with respect to which gain or loss is recognized for
            federal income tax purposes shall be computed by reference to the
            Asset Value of the asset disposed of, notwithstanding that the
            adjusted tax basis of such asset differs from its Asset Value;

                  (v) in lieu of the depreciation, amortization and other cost
            recovery deductions taken into account in computing such taxable
            income or loss, there shall be taken into account Depreciation for
            such Fiscal Year or other period; and

                  (vi) any items which are specially allocated pursuant to
            Sections 6.06 and 6.09 shall not be taken into account in computing
            Net Profits or Net Losses.

      The amounts of the items of Company income, gain, loss or deduction
      available to be specially allocated pursuant to Sections 6.06 and 6.09
      shall be determined by applying rules analogous to those set forth in
      subparagraphs (i) through (v) above.

            "Officers" has the meaning set forth in Section 4.01 of this
      Agreement.

            "Operating Companies" has the meaning set forth in Section 2.06 of
      this Agreement.

            "Percentage Interest" means a Member's aggregate economic percentage
      interest in the Company as determined by dividing the number of Membership
      Units owned by such Member by the number of Membership Units then owned by
      all Members.

            "Person" means any individual, corporation, partnership, limited
      partnership, limited liability company, joint venture, trust,
      unincorporated or governmental organization or any agency or political
      subdivision thereof.

            "Regulations" means the income tax regulations, including temporary
      regulations, promulgated under the Code, as such regulations may be
      amended from time to time (including corresponding provisions of
      succeeding regulations).

            "Regulatory Allocations" has the meaning set forth in Section 6.09
      of this Agreement.


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<PAGE>
            "Securities Act" means the Securities Act of 1933, as amended, and
      the rules and regulations promulgated by thereunder.

            "Tax Advances" has the meaning set forth in Section 5.01(b)(i) of
      this Agreement.

            "Tax Amount" has the meaning set forth in Section 5.01(b)(i) of this
      Agreement.

            "Tax Matters Member" has the meaning set forth in Section 6.08 of
      this Agreement.

            "Transfer" means, in respect of any Membership Unit, property or
      other asset, any sale, assignment, transfer, distribution or other
      disposition thereof, whether voluntarily or by operation of Law.

            "Transferee" means any Person that is a transferee of a Member's
      interest in the Company, or part thereof.

                                   ARTICLE II
                       FORMATION, TERM, PURPOSE AND POWERS

            SECTION 2.01. Formation. The Company was formed as a limited
liability company under the provisions of the Act by the filing on [__], 2004 of
the Certificate of Formation with the Secretary of State of the State of
Delaware. Each of the Persons listed on Schedule I, by virtue of the execution
of this Agreement, are Members of the Company. The rights and liabilities of the
Members shall be as provided in the Act, except as is otherwise expressly
provided herein.

            SECTION 2.02. Name. The name of the Company shall be, and the
business of the Company shall be conducted under the name of, Calamos Holdings
LLC.

            SECTION 2.03. Term. The term of the Company shall commence on the
date of the filing of the Certificate of Formation, and the term shall continue
for a term as set forth in the Certificate for Formation, subject to the
provisions set forth in Article IX and applicable Law. The existence of the
Company as a separate legal entity shall continue until cancellation of the
Certificate of Formation in the manner required by the Act.

            SECTION 2.04. Offices. The Company's principal office shall be
located at [__]. The Company may have other offices at such other places within
or without the State of Delaware as the Manager from time to time may select.

            SECTION 2.05. Agent for Service of Process. The Company's registered
agent for service of process in the State of Delaware shall be as set forth in
the Certificate of Formation, as the same may be amended by the Manager from
time to time.

            SECTION 2.06. Business Purpose. The principal business purpose of
the Company is to act as a holding company for Calamos Partners LLC, Calamos
Advisors LLC, Calamos Financial Services LLC and Calamos Property Management LLC
(collectively, the "Operating Companies") and to have full management and
control of the businesses of the Operating Companies, and to engage in any and
all other lawful activities which may be


                                        7
<PAGE>
necessary or appropriate to engage, directly or indirectly through other
Persons, in the investment advisory, securities brokerage or properties
management business or any related business.

            SECTION 2.07. Powers of the Company. Subject to the limitations set
forth in this Agreement, the Company will possess and may exercise all of the
powers and privileges granted to it by the Act, by any other Law or this
Agreement, together with all powers incidental thereto, so far as such powers
are necessary or convenient to the conduct, promotion or attainment of the
purpose of the Company set forth in Section 2.06.

            SECTION 2.08. Maintenance of Separate Existence. The Company shall
do all things necessary to maintain its limited liability company existence
separate and apart from each Member and any Affiliate of any Member, including
holding regular meetings of the Members and maintaining its books and records on
a current basis separate from that of any Affiliate of the Company or any other
Person, and shall not commingle the Company's assets with those of any Affiliate
of the Company or any other Person.

            SECTION 2.09. No Personal Liability. Except as provided by the Act,
no Member shall be personally liable for any obligations of the Company.

            SECTION 2.10. Admission of New Members. The Members of the Company
are listed in Schedule I. Subject to the prior written consent of all Members, a
new Person may be admitted from time to time as a Member; provided, however,
that no Member may block the admission as a Member of any Person to whom
Membership Units are transferred in connection with a merger or consolidation of
CAM or the Company, or any transaction having the same effect, approved in
accordance with the By-laws or any CFP Permitted Transferee. Each new Member
shall execute an appropriate supplement to this Agreement pursuant to which the
new Member agrees to be bound by the terms and conditions of the Agreement, as
it may be amended from time to time.

            SECTION 2.11. Withdrawal. No Member shall have the right to
voluntarily withdraw as a Member of the Company other than following the
transfer of all Membership Units owned by such Member, which transfer shall be
in accordance with Article VIII.

            SECTION 2.12. Waiver of Fiduciary Duties. This Agreement is not
intended to, and does not, create or impose any fiduciary duty on any of the
Members hereto or their respective Affiliates or the Manager. Further, the
Members hereby waive any and all fiduciary duties that, absent such waiver, may
be implied by Law, and in doing so, recognize, acknowledge and agree that their
duties and obligations to one another and to the Company are only as expressly
set forth in this Agreement.

                                  ARTICLE III
                                   MANAGEMENT

            SECTION 3.01. Manager. (a) The business, property and affairs of the
Company shall be managed under the exclusive direction of the Manager, which may
from time to time by resolution delegate authority to officers or to others to
act on behalf of the Company.


                                        8
<PAGE>

            (b) Without limiting the foregoing provisions of this Section 3.01,
the Manager shall have the general power to manage or cause the management of
the Company within the scope of the business purpose set forth in Section 2.06,
including the following powers which may, subject to any limitations set forth
in this Agreement, be delegated to officers of the Company:

            (i) to have developed and prepared a business plan each year which
      will set forth the operating goals and plans for the Company;

            (ii) to execute and deliver or to authorize the execution and
      delivery of contracts, deeds, leases, licenses, instruments of transfer
      and other documents in the ordinary course of business on behalf of the
      Company;

            (iii) to employ, retain, consult with and dismiss such personnel as
      may be required for accomplishment of the business purpose set forth in
      Section 2.06;

            (iv) to establish and enforce limits of authority and internal
      controls with respect to all personnel and functions;

            (v) to engage attorneys, consultants and accountants for the
      Company;

            (vi) to develop or cause to be developed accounting procedures for
      the maintenance of the Company's books of account; and

            (vii) to do all such other acts as shall be specifically authorized
      in this Agreement or by the Members in writing from time to time.

            SECTION 3.02. Compensation. The Manager shall not be entitled to
compensation for services rendered to the Company in its capacity as Manager.


            SECTION 3.03. Reimbursements. Except as set forth in this Agreement
or otherwise agreed upon by the Members, the Company shall reimburse the Manager
for any expenses incurred by the Manager.


            SECTION 3.04. Authority of Members. Except as expressly provided
herein, the Membership Units do not confer any rights upon the Members to
participate in the control and management of the business of the Company
described in this Agreement, which conduct, control and management shall be
vested exclusively in the Manager. Except as otherwise expressly provided
herein, in all matters relating to or arising out of the conduct of the
operation of the Company, the decision of the Manager shall be the decision of
the Company. Except as required by Law, or expressly provided herein or by
separate agreement with the Company, no Member who is not also a Manager (and
acting in such capacity) shall take any part in the control or management of the
operation or business of the Company in its capacity as a Member, nor shall any
Member who is not also a Manager (and acting in such capacity) have any right,
authority or power to act for or on behalf of or bind the Company in his or its
capacity as a Member in any respect or assume any obligation or responsibility
of the Company or of any other Member. Notwithstanding the foregoing, the
Company may employ one or more Members from time to time, and such Members, in
their capacity as employees of the Company, may take


                                       9
<PAGE>
part in the control and management of the business of the Company to the extent
such authority and power to act for or on behalf of the Company has been
delegated to them by the Manager.

            SECTION 3.05. Voting Power. Members shall have no voting rights
whatsoever.

            SECTION 3.06. Action by Written Consent. Any action required or
permitted to be taken by the Members pursuant to this Agreement shall be taken
if all Members whose consent is required consent thereto in writing.

                                   ARTICLE IV
                                    OFFICERS

            SECTION 4.01. Officers. The officers of the Company (the "Officers")
shall at all times be identical to the then officers of CAM. Any changes in the
officers of CAM, whether by election, resignation, removal, death or otherwise,
shall automatically and concurrently take effect with respect to the Officers of
the Company. No Officer may resign unless such Officer concurrently resigns as
an officer of CAM. Any resignation by an Officer shall constitute such Officer's
concurrent resignation as an officer of CAM.

            SECTION 4.02. Management Policies. The Officers and employees of the
Company shall develop and implement management policies consistent with the
general policies and programs established by the Manager, as approved, in
accordance with the By-laws.

                                   ARTICLE V
                                  DISTRIBUTIONS

            SECTION 5.01. Distributions. (a) The Manager, in its discretion, may
authorize distributions by the Company to the Members pro rata in accordance
with their respective Percentage Interests.


            (b)(i) Notwithstanding the foregoing, 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 and local taxes against
federal tax liability) applicable to any Member or, in the case of CFP, 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 734 or 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.


            (ii) 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 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 this Section
5.01(b) for purposes of the computations herein.

            (iii) Any Tax Advances made to a Member pursuant to this Section
5.01(b) 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 Section 5.01(a) or 9.03 hereof.


                                       10
<PAGE>

            SECTION 5.02. Liquidation Distribution. Distributions made upon
liquidation of the Company shall be made as provided in Section 9.03.

            SECTION 5.03. Withholding. (a) Each Member hereby authorizes the
Company to withhold from or pay on behalf of or with respect to such Member any
amount of federal, state, local or foreign taxes that the Manager determines
that the Company is required to withhold or pay with respect to any amount
distributable or allocable to such Member pursuant to this Agreement, including
any taxes required to be withheld by the Company pursuant to Sections 1441,
1442, 1445 or 1446 of the Code. Any amount paid on behalf of or with respect to
a Member shall constitute a loan by the Company to such Member, which loan shall
be repaid by such Member within fifteen (15) days after notice from the Manager
that such payment must be made unless (i) the Company withholds such payment
from a distribution which would otherwise be made to such Member or (ii) the
Manager determines, in its sole discretion, that such payment may be satisfied
out of the available funds of the Company which would, but for such payment, be
distributed to such Member. Any withheld amounts described in clauses (i) and
(ii) of the preceding sentence shall be treated as having been distributed to
such Member.

            (b) A Member shall not have the status of, and is not entitled to
the remedies available to, a creditor of the Company with regard to
distributions that such Member becomes entitled to receive pursuant to this
Agreement and the Act.

            SECTION 5.04. Limitations on Distribution. Notwithstanding any
provision to the contrary contained in this Agreement, the Company shall not
make a distribution to any Member on account of its Membership Units if such
distribution would violate Section 18-607 of the Act or other applicable Law.

                                   ARTICLE VI
      CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX ALLOCATIONS; TAX MATTERS

            SECTION 6.01. Initial Capital Contributions. The Members have made,
on or prior to the date hereof, Capital Contributions and have acquired the
number of Membership Units as specified opposite their respective names on
Schedule I.


                                       11
<PAGE>
            SECTION 6.02. Additional Capital Contributions. Except as otherwise
provided herein, no Member shall be required or permitted to make additional
Capital Contributions to the Company without the consent of all of the Members.

            SECTION 6.03. Membership Units. All Membership Units shall have
identical rights in all respects as all other Membership Units except as
otherwise specified in this Agreement. Each Member hereby agrees that its
interest in the Company and in its Membership Units shall for all purposes be
personal property.

            SECTION 6.04. Members' Capital Accounts. No Member shall have any
right to withdraw any portion of its Capital Account, except as otherwise
provided herein. Each Member's initial Capital Account is set forth on Schedule
I, which initial Capital Accounts apply the principles of Regulation Section
1.704-1(b)(2)(iv)(d) and thereafter such Capital Accounts shall be adjusted as
follows:

            (a) The Capital Account of each Member shall be increased by:

            (i) The amount of any Net Profits (and any items of income or gain),
      allocated to such Member;

            (ii) The amount, if any, of any Company liabilities assumed by such
      Member or taken subject to or in connection with the distribution of
      property to such Member by the Company;

            (iii) The amount of any cash contributed by the Member to the
      Company; and

            (iv) The initial Asset Value of property contributed to the Company
      by such Member.

            (b) The Capital Account of each Member shall be decreased by:

            (i) The amount of cash distributed to such Member by the Company;

            (ii) The amount of any Net Losses (and any items of deduction or
      loss) allocated to such Member;

            (iii) The Asset Value of any property distributed to such Member by
      the Company; and

            (iv) The amount of any liabilities of such Member assumed by the
      Company or taken subject to or in connection with the contribution of
      property by such Member to the Company.

The foregoing provisions and the other provisions of this Agreement relating to
the maintenance of Capital Accounts are intended to comply with Regulations
under Section 704(b) of the Code and, to the extent not inconsistent with the
provisions of this Agreement, shall be interpreted and applied in a manner
consistent with such Regulations.


                                       12
<PAGE>
            SECTION 6.05. Allocations of Net Profits and Net Losses. Subject to
the special allocations set forth in Sections 6.06 and 6.09 below, Net Profits
and Net Losses for each Fiscal Year shall be allocated among the Members, pro
rata, in accordance with their respective Percentage Interests.

            SECTION 6.06. Special Allocations. (a) Minimum Gain Chargeback.
Except as otherwise provided in Section 1.704-2(f) of the Regulations,
notwithstanding any other provision of this Article VI, if there is a net
decrease in partnership minimum gain during any Fiscal Year, each Member shall
be specially allocated items of Company income and gain for the Fiscal Year
(and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's
share of the net decrease in partnership minimum gain, determined in accordance
with Regulations Section 1.704-2(g). Allocations pursuant to the previous
sentence shall be made in proportion to the respective amounts required to be
allocated to each Member pursuant thereto. The items to be so allocated shall be
determined in accordance with Sections 1.704-2(f)(6) and 1.704-2(j)(2) of the
Regulations. This Section 6.06(a) is intended to comply with the minimum gain
chargeback requirement in Section 1.704-2(f) of the Regulations and shall be
interpreted consistently therewith.

            (b) Partner Minimum Gain Chargeback. Except as otherwise provided in
Section 1.704-2(i)(4) of the Regulations, notwithstanding any other provision of
this Article VI, if there is a net decrease in partner nonrecourse debt minimum
gain attributable to a partner nonrecourse debt during any Fiscal Year, each
Member who has a share of the partner nonrecourse debt minimum gain attributable
to such partner nonrecourse debt, determined in accordance with Section
1.704-2(i)(5) of the Regulations, shall be specifically allocated items of
Company income and gain for such Fiscal Year (and, if necessary, subsequent
Fiscal Years) in an amount equal to such Member's share of the net decrease in
partner nonrecourse debt minimum gain attributable to such partner nonrecourse
debt, determined in accordance with Section 1.704-2(i)(4) of the Regulations.
Allocations pursuant to the previous sentence shall be made in proportion to the
respective amounts required to be allocated to each Member pursuant thereto. The
items to be so allocated shall be determined in accordance with Sections
1.704-2(i)(4) and 1.704-2(j)(2) of the Regulations. This Section 6.06(b) is
intended to comply with the minimum gain chargeback requirement in Section
1.704-2(i)(4) of the Regulations and shall be interpreted consistently
therewith.

            (c) Qualified Income Offset. In the event any Member unexpectedly
receives any adjustments, allocations or distributions described in Section
1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6) of
the Regulations, items of Company income and gain shall be specially allocated
to each such Member in an amount and manner sufficient to eliminate, to the
extent required by the Regulations, the Adjusted Capital Account Deficit of such
Member as quickly as possible, provided that an allocation pursuant to this
Section 6.06(c) shall be made only if and to the extent that such Member would
have an Adjusted Capital Account Deficit after all other allocations provided
for in this Article VI have been tentatively made as if this Section 6.06(c)
were not in the Agreement.

            (d) Gross Income Allocation. In the event any Member has a deficit
Capital Account at the end of any Fiscal Year which is in excess of the sum of
(i) the amount such Member is obligated to restore pursuant to any provision of
this Agreement, and (ii) the amount


                                       13
<PAGE>
such Member is deemed to be obligated to restore pursuant to the penultimate
sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations, each
such Member shall be specially allocated items of Company income and gain in the
amount of such excess as quickly as possible; provided that an allocation
pursuant to this Section 6.06(d) shall be made only if and to the extent that
such Member would have an Adjusted Capital Account Deficit in excess of such sum
after all other allocations provided for in this Article VI have been made as if
Section 6.06(c) and this Section 6.06(d) were not in the Agreement.

            (e) Nonrecourse Deductions. Nonrecourse deductions for any Fiscal
Year shall be allocated to the Members pro rata in accordance with their
Percentage Interests.

            (f) Partner Nonrecourse Deductions. Partner nonrecourse deductions
for any Fiscal Year shall be specially allocated to the Member who bears the
economic risk of loss, or to the Members in the proportions in which they bear
the economic risk of loss, with respect to the partner nonrecourse debt to which
such partner nonrecourse deductions are attributable in accordance with
Regulation Section 1.704-2(i)(1).

            (g) Section 754 Adjustments. To the extent that an adjustment to the
adjusted tax basis of any Company asset under Code Section 734(b) or Code
Section 743(b) is required, pursuant to Regulations Section
1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in
determining Capital Accounts as the result of a distribution to a Member in
complete liquidation of the Membership Interest of such Member, the amount of
such adjustment to Capital Accounts shall be treated as an item of gain (if the
adjustment increases the adjusted tax basis of the asset) or loss (if the
adjustment decreases the adjusted tax basis of the asset), and such gain or loss
shall be specially allocated to the Members in accordance with their Percentage
Interests if Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the
Member to whom such distribution was made if Regulations Section
1.704-1(b)(2)(iv)(m)(4) applies.

            SECTION 6.07. Tax Allocations. (a) In accordance with Code Section
704(c) and the Regulations thereunder, income, gain, loss, and deduction with
respect to any property contributed to the capital of the Company shall, solely
for tax purposes, be allocated among the Members so as to take account of any
variation between the adjusted basis of such property to the Company for federal
income tax purposes and its initial Asset Value (computed in accordance with the
definition of Asset Value).

            (b) In the event the Asset Value of any Company asset is adjusted
pursuant to subparagraph (ii) of the definition of Asset Value, subsequent
allocations of income, gain, loss, and deduction with respect to such asset
shall take account of any variation between the adjusted basis of such asset for
federal income tax purposes and its Asset Value in the same manner as under Code
Section 704(c) and the Regulations thereunder.

            (c) Any elections or other decisions relating to allocations under
this Section 6.07 shall be made by the Tax Matters Member in any manner that
reasonably reflects the purpose and intention of this Agreement. Allocations
pursuant to this Section 6.07 are solely for purposes of federal, state, and
local taxes and shall not affect, or in any way be taken into account in
computing, any Member's Capital Account, share of Net Profit, Net Loss or
distributions pursuant to any provision of this Agreement.


                                       14
<PAGE>
            SECTION 6.08. Tax Decisions. CAM shall be the initial "tax matters
Partner" within the meaning of Section 6231(a)(7) of the Code (the "Tax Matters
Member"). The Company shall file as a partnership for federal, state and local
income tax purposes, except where otherwise required by Law. All elections
required or permitted to be made by the Company, and all other tax decisions and
determinations relating to federal, state or local tax matters of the Company,
shall be made by the Tax Matters Member, in consultation with the Company's
attorneys and/or accountants. Tax audits, controversies and litigations shall be
conducted under the direction of the Tax Matters Member. The Tax Matters Member
shall keep the other Members reasonably informed as to any tax actions,
examinations or proceedings relating to the Company and shall submit to the
other Members, for their review and comment, any settlement or compromise offer
with respect to any disputed item of income, gain, loss, deduction or credit of
the Company. As soon as reasonably practicable after the end of each Fiscal
Year, the Company shall send to each Member a copy of IRS Schedule K-1, and any
comparable statements required by applicable state or local income tax Law, with
respect to such Fiscal Year. The Company also shall provide the Members with
such other information as may be reasonably requested for purposes of allowing
the Members to prepare and file their own tax returns.

            SECTION 6.09. Curative Allocations. The allocations set forth in
Section 6.06 (the "Regulatory Allocations") are intended to comply with certain
requirements of the Regulations. It is the intent of the Members that, to the
maximum extent possible, all Regulatory Allocations shall be offset either with
other Regulatory Allocations or with special allocations of other items of
Company income, gain, loss or deduction pursuant to this Section 6.09.
Accordingly, notwithstanding any other provision of this Article VI (other than
the Regulatory Allocations), the Manager shall make such offsetting special
allocations of Company income, gain, loss or deduction in whatever manner the
Manager determines appropriate so that, after such offsetting allocations are
made, each Member's Capital Account balance is, to the extent possible, equal to
the Capital Account balance such Member would have had if the Regulatory
Allocations were not part of this Agreement and all Company items were allocated
pursuant to this Article VI without regard to the Regulatory Allocations. In
exercising its discretion under this Section 6.09, the Manager shall take into
account future Regulatory Allocations under Section 6.06 that, although not yet
made, are likely to offset other Regulatory Allocations previously made under
Section 6.06.

                                  ARTICLE VII
                           BOOKS AND RECORDS; REPORTS

            SECTION 7.01. Books and Records. At all times during the continuance
of the Company, the Company shall prepare and maintain separate books of account
for the Company that shall show a true and accurate record of all costs and
expenses incurred, all charges made, all credits made and received and all
income derived in connection with the operation of the Company business in
accordance with GAAP. Such books of account shall at all times be maintained at
the principal place of business of the Company and shall, solely to the extent
required under applicable Law, be open to inspection and examination at
reasonable times by each Member and its duly authorized representatives. Without
limiting the foregoing, the Company shall keep at its principal office the
following:


                                       15
<PAGE>
            (a) a current list of the full name and the last known street
address of each Member;

            (b) a copy of the Certificate of Formation and this Agreement and
all amendments thereto;

            (c) copies of the Company's federal, state and local income tax
returns and reports, if any, for the three most recent years;

            (d) copies of any financial statements, if any, of the Company for
the six most recent Fiscal Years; and

            (e) such other documents with respect to the Company's business as
may reasonably be required from time to time by the Manager.

                                  ARTICLE VIII
            CERTIFICATES; MEMBERSHIP UNITS; RESTRICTIONS ON TRANSFER

            SECTION 8.01. Certificates. Membership Units shall be represented by
a certificate or certificates, setting forth upon the face thereof that the
Company is a limited liability company formed under the laws of the State of
Delaware, the name of the Member to which it is issued and the number of
Membership Units which such certificate represents. Such certificates shall be
entered in the books of the Company as they are issued, and shall be signed by
the Chairman or the Chief Executive Officer of the Company and may be sealed
with the Company's seal or a facsimile thereof. Upon any Transfer permitted
under this Agreement, the transferring Member shall surrender to the Company and
the Company shall issue to the transferring Member certificates representing the
remaining Membership Units held by such transferring Member after taking into
account such Transfer.

            SECTION 8.02. Legend. The Company shall affix to each certificate
evidencing Membership Units issued to Members a legend in substantially the
following form:

            "THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD,
            PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE
            REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 OR AN
            EXEMPTION THEREFROM AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE
            STATE SECURITIES LAWS.

            THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
            CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A LIMITED LIABILITY
            COMPANY AGREEMENT DATED AS OF _______, 2004, AS IT MAY BE AMENDED
            FROM TIME TO TIME, AND A


                                       16
<PAGE>
            STOCKHOLDERS' AGREEMENT, AS IT MAY BE AMENDED FROM TIME TO TIME, A
            COPY OF EACH OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES
            OF THE COMPANY. NO REGISTRATION OF TRANSFER OF THESE MEMBERSHIP
            UNITS WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL SUCH
            RESTRICTIONS SHALL HAVE BEEN COMPLIED WITH."

            SECTION 8.03. Lost or Destroyed Certificates. The Company may issue
a new certificate for Membership Units in place of any certificate or
certificates theretofore issued by it, alleged to have been lost or destroyed,
upon the making of an affidavit of that fact, and providing an indemnity in form
and substance reasonably satisfactory to the Manager, by the Person claiming the
certificate to be lost or destroyed.

            SECTION 8.04. Splits, Distributions and Reclassifications. The
Company shall not in any manner subdivide (by any unit split, unit distribution,
reclassification, recapitalization or otherwise) or combine (by reverse unit
split, reclassification, recapitalization or otherwise) the outstanding
Membership Units unless an identical event is occurring with respect to the
Class A Common Stock, in which event the Membership Units shall be subdivided or
combined concurrently with and in the same manner as the Class A Common Stock.

            SECTION 8.05. Incentive Plans. At any time CAM issues a share of
Class A Common Stock pursuant to an Incentive Plan (whether pursuant to the
exercise of a stock option or the grant of a restricted share award or
otherwise), the following shall occur: (i) CAM shall be deemed to contribute to
the capital of the Company an amount of cash equal to the current per share
market price of a share of Class A Common Stock on the date such share is issued
(or, if earlier, the date the related option is exercised); (ii) the Company
shall be deemed to purchase from CAM a share of Class A Common Stock for an
amount of cash equal to the amount of cash deemed contributed by CAM to the
Company in clause (i) above (and such share is deemed delivered to its owner
under the Incentive Plan); (iii) the net proceeds (including the amount of any
payments made on a loan with respect to a stock purchase award) received by CAM
with respect to such share, if any, shall be concurrently transferred to the
Company (and such net proceeds so transferred shall not constitute a Capital
Contribution); and (iv) the Company shall issue to CAM one (1) Membership Unit
registered in the name of CAM. The Company shall retain any net proceeds that
are paid directly to the Company.

            SECTION 8.06. Registered and Private Offerings. At any time CAM
issues a share of Class A Common Stock pursuant to a primary public offering
registered under the Securities Act of 1933, as amended, or in a private
placement, the net proceeds received by CAM with respect to such share, if any,
shall be concurrently transferred to the Company and the Company shall issue to
CAM one (1) Membership Unit registered in the name of CAM.

            SECTION 8.07. Registered Members. The Company shall be entitled to
recognize the exclusive right of a Person registered on its records as the owner
of the Membership Units for all purposes and shall not be bound to recognize any
equitable or other claim to or interest in such Membership Units on the part of
any other Person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the Act.


                                       17
<PAGE>
            SECTION 8.08. Restrictions on Transfer. Any Transfer of Beneficial
Ownership of any Membership Unit by CFP or any CFP Permitted Transferee shall be
subject to Sections 8.09 and 8.10.

            SECTION 8.09. Permitted Transfers. Notwithstanding anything in this
Agreement to the contrary, each of CFP and any CFP Permitted Transferee may
Transfer record or Beneficial Ownership of some or all of the Membership Units
Beneficially Owned by it (and any rights it may have under this Agreement):

            (a) to a CFP Permitted Transferee;

            (b) to CAM in exchange for Class A Common Stock in accordance with
the Amended and Restated Certificate of Incorporation; or


            (c) in the case of a CFP Permitted Transferee that is a trustee or
other fiduciary, pursuant to applicable Law or the terms of the trust agreement
governing the applicable trust;



provided, however, that the Manager is reasonably satisfied that the Transfer
will not cause the Company to qualify as a "publicly traded partnership," as
that term is defined in Section 7704 of the Code; and provided that neither CFP
nor any CFP Permitted Transferee shall be prohibited from Transferring some or
all of the Membership Units held by it (and any rights it may have under this
Agreement) in connection with any merger or consolidation of CAM or the Company,
or any transaction having the same effect, that is approved in accordance with
the By-Laws.


            SECTION 8.10. Transfers to Persons other than CFP Permitted
Transferees. In the event that Beneficial Ownership of Membership Units is
Transferred to any Person that is not a CFP Permitted Transferee (other than to
CAM in exchange for Class A Common Stock in accordance with the Amended and
Restated Certificate of Incorporation), until such time, if any, that such
Membership Units become Beneficially Owned by a CFP Permitted Transferee, (a)
the record holder of such Transferred Membership Units shall cease to exercise
any rights or powers of a Member (other than as a third party beneficiary with
respect to Section 8.04) and (b) such Transferred Membership Units shall not be
deemed held by the record holder thereof (and such Membership Units shall not be
taken into account) for purposes of determining the number of votes to which
such holder is entitled pursuant to the Amended and Restated Certificate of
Incorporation or By-laws; provided that such record holder shall continue to be
entitled to share in all profits and losses (including Net Profits and Net
Losses), to receive such distribution or distributions, and to receive such
allocation of income, gain, loss, deduction or credit or similar item to which
the record holder of such Membership Units was entitled prior to such Transfer;
provided, further, that nothing in this Section 8.10 shall be deemed to limit
any rights that such record holder of Membership Units may have under the
Amended and Restated Certificate of Incorporation (other than Section 3(a) of
the Amended and Restated Certificate of Incorporation) or By-laws.

                                   ARTICLE IX
                    DISSOLUTION, LIQUIDATION AND TERMINATION

            SECTION 9.01. No Dissolution. The Company shall not be dissolved by
the admission of additional Members in accordance with the terms of this
Agreement.


                                       18
<PAGE>

            SECTION 9.02. Events Causing Dissolution. The Company shall be
dissolved and its affairs shall be wound up upon the occurrence of any of the
following events (each, a "Dissolution Event"):

            (a) the expiration of the term of the Company as provided in Section
      2.03;

            (b) the written consent of all Members;

            (c) the entry of a decree of judicial dissolution under Section
      18-802 of the Act;

            (d) any event which makes it unlawful for the business of the
      Company to be carried on by the Members;

            (e) any other event not inconsistent with any provision hereof
      causing a dissolution of a limited liability company under the Act; or

            (f) the Bankruptcy of any Member; provided, however, that upon any
      such event, the Company shall be deemed dissolved, but such dissolution
      shall not cause the termination of the Company, it being understood and
      agreed that, upon any such dissolution, the remaining Members may elect to
      continue to carry on the Company business pursuant to, and subject to, all
      of the terms and provisions of this Agreement.

            SECTION 9.03. Distribution upon Dissolution. Upon dissolution, the
Company shall not be terminated and shall continue until the winding up of the
affairs of the Company is completed. Upon the winding up of the Company, the
Manager, or any other Person designated by the Manager (the "Liquidation
Agent"), shall take full account of the assets and liabilities of the Company
and shall, unless the Members agree otherwise, liquidate the assets of the
Company as promptly as is consistent with obtaining the fair value thereof. The
proceeds of any liquidation shall be applied and distributed in the following
order:

            (a) First, to the payment of debts and liabilities of the Company
      (including payment of all indebtedness to Members and/or their Affiliates)
      and the expenses of liquidation;

            (b) Second, to the establishment of any reserve which the
      Liquidation Agent shall deem reasonably necessary for any contingent or
      unforeseen liabilities or obligations of the Company ("Contingencies").
      Such reserve may be paid over by the Liquidation Agent to any
      attorney-at-law, or acceptable party, as escrow agent, to be held for
      disbursement in payment of any Contingencies and, at the expiration of
      such period as shall be deemed advisable by the Liquidation Agent for
      distribution of the balance in the manner hereinafter provided in this
      Section 9.03; and

            (c) The balance, if any, to the Members, pro rata, in accordance
      with their positive Capital Account balances (as determined after giving
      effect to all allocations set forth in Article VI).

            SECTION 9.04. Time for Liquidation. A reasonable amount of time
shall be allowed for the orderly liquidation of the assets of the Company and
the discharge of liabilities to


                                       19
<PAGE>
creditors so as to enable the Liquidation Agent to minimize the losses attendant
upon such liquidation.

            SECTION 9.05. Termination. The Company shall terminate when all of
the assets of the Company, after payment of or due provision for all debts,
liabilities and obligations of the Company, shall have been distributed to the
holders of Membership Units in the manner provided for in this Article IX, and
the Certificate of Formation shall have been cancelled in the manner required by
the Act.

            SECTION 9.06. Claims of the Members. The Members shall look solely
to the Company's assets for the return of their Capital Contributions, and if
the assets of the Company remaining after payment of or due provision for all
debts, liabilities and obligations of the Company are insufficient to return
such Capital Contributions, the Members shall have no recourse against the
Company or any other Member or any other Person. No Member with a negative
balance in such Member's Capital Account shall have any obligation to the
Company or to the other Members or to any creditor or other Person to restore
such negative balance upon dissolution or termination of the Company or
otherwise.

                                   ARTICLE X
                          LIABILITY AND INDEMNIFICATION

            SECTION 10.01. Liability of Members. Except as otherwise provided
under the Act, the debts, obligations and liabilities of the Company, whether
arising in contract, tort or otherwise, shall be solely the debts, obligations
and liabilities of the Company and neither any Member nor the Manager shall be
obligated or liable for any such debt, obligation or liability of the Company.
Except as otherwise provided by the laws of the State of Delaware, the debts,
obligations and liabilities of any Member, whether arising in contract, tort or
otherwise, shall be solely the debts, obligations and liability of such Member
and neither any Member, the Manager (in its capacity as such) nor the Company
shall be obligated or liable for any such debt, obligation or liability of such
Member.

            SECTION 10.02. Indemnification by the Company. (a) The Company shall
indemnify, defend and hold harmless any Member, the Manager or other Person (and
any of their respective officers, directors, managers, employees and agents),
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Company) by reason of the fact that he, she or it is or was a Member, the
Manager, or an officer, director, manager, employee or agent of the Company, the
Manager or any Member, or is or was serving at the request of the Company as a
director, officer, manager, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, from and against expenses
(including attorneys' fees and expenses), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such Person in connection with
such claim, action, suit or proceeding if such Person acted in good faith and in
a manner such Person reasonably believed to be in, or not opposed to, the best
interests of the Company, and, with respect to any criminal sanction or
proceeding, had no reasonable cause to believe that his, her or its conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,


                                       20
<PAGE>

settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the Person did not act in good
faith and in a manner which he, she or it reasonably believed to be in, or not
opposed to, the best interests of the Company, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his, her or its
conduct was unlawful.

            (b) Expenses incurred in defending a civil or criminal action, suit
or proceeding shall be paid by the Company in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of any Member, the Manager, or any officer, director, manager, employee
or agent of the Company, the Manager or any Member to repay such amount if it
shall be ultimately determined by a court of competent jurisdiction from which
no further appeal may be taken or the time for appeal has lapsed that such
Person is not entitled to be indemnified by the Company pursuant to the terms
and conditions of this Section 10.02.

            (c) The Company shall maintain insurance on behalf of any Person who
is or was a Member, the Manager, or an officer, director, employee or agent of
the Company, the Manager or any Member, or is or was serving at the request of
the Company as an officer, director, manager, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against and incurred by such Person in any such capacity, or
arising out of such Person's status as such, whether or not the Company would
have the power to indemnify such Person against such liability under this
Section 10.02.

            (d) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section 10.02 shall continue as to a Person who has
ceased to be a Member, the Manager, or any officer, director, manager, employee
or agent of the Company, the Manager or any Member, and shall inure to the
benefit of the heirs, executors, administrators and other legal successors of
such Person.

            (e) The indemnification provided by this Section 10.02 shall not be
deemed exclusive of any other rights to indemnification to which those seeking
indemnification may be entitled under any agreement, determination of Members or
otherwise.

            (f) Any indemnification hereunder shall be satisfied only out of the
assets of the Company (including insurance and any agreements pursuant to which
the Company and indemnified Persons are entitled to indemnification), and the
Members shall not, in such capacity, be subject to personal liability by reason
of these indemnification provisions.

            (g) No Person shall be denied indemnification in whole or in part
under this Section 10.02 because such Person had an interest in the transaction
with respect to which the indemnification applies if the transaction was
otherwise permitted by the terms of this Agreement.


                                       21
<PAGE>

                                   ARTICLE XI
                                  MISCELLANEOUS

            SECTION 11.01. Severability. If any term or other provision of this
Agreement is held to be invalid, illegal or incapable of being enforced by any
rule of Law, or public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions is not affected in any manner
materially adverse to any party. Upon a determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in a mutually acceptable
manner in order that the transactions contemplated hereby be consummated as
originally contemplated to the fullest extent possible.

            SECTION 11.02. Notices. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be given (and shall
be deemed to have been duly given upon receipt) by delivery in person, by
courier service, by fax or by registered or certified mail (postage prepaid,
return receipt requested) to the respective parties at the following addresses
(or at such other address for a party as shall be specification notice given in
accordance with this Section 11.02:

            (a) If to the Company, to:

                  Calamos Holdings LLC
                  [__]
                  Attention:
                  Fax:

            (b) If to CFP, to:

                  Calamos Family Partners, Inc.
                  [__]
                  Attention:
                  Fax:


            (c) If to John P. Calamos, to:

                  John P. Calamos
                  [__]
                  Fax:



            (d) If to CAM, to:

                  Calamos Asset Management, Inc.
                  [__]
                  Attention:
                  Fax:



            SECTION 11.03. Cumulative Remedies. The rights and remedies provided
by this Agreement are cumulative and the use of any one right or remedy by any
party shall not preclude or waive its right to use any or all other remedies.
Said rights and remedies are given in addition to any other rights the parties
may have by Law.


                                       22
<PAGE>

            SECTION 11.04. Binding Effect. This Agreement shall be binding upon
and inure to the benefit of all of the parties and, to the extent permitted by
this Agreement, their successors, executors, administrators, heirs, legal
representatives and assigns.

            SECTION 11.05. Interpretation. Throughout this Agreement, nouns,
pronouns and verbs shall be construed as masculine, feminine, neuter, singular
or plural, whichever shall be applicable. Unless otherwise specified, all
references herein to "Articles," "Sections" and paragraphs shall refer to
corresponding provisions of this Agreement.

            SECTION 11.06. Counterparts. This Agreement may be executed and
delivered (including by facsimile transmission) in one or more counterparts, and
by the different parties hereto in separate counterparts, each of which when
executed and delivered shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement. Copies of executed
counterparts transmitted by telecopy or other electronic transmission service
shall be considered original executed counterparts for purposes of this Section
11.06.

            SECTION 11.07. Further Assurances. Each party shall perform all
other acts and execute and deliver all other documents as may be necessary or
appropriate to carry out the purposes and intent of this Agreement.

            SECTION 11.08. Entire Agreement. This Agreement constitutes the
entire agreement among the parties hereto pertaining to the subject matter
hereof and supersedes all prior agreements and understandings pertaining
thereto.

            SECTION 11.09. Governing Law; Submission to Jurisdiction; WAIVER OF
JURY TRIAL. (a) This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware.

            (b) Any claim, action, suit or proceeding seeking to enforce any
provision of, or based on any matter arising out of or in connection with, this
Agreement or the transactions contemplated hereby shall be heard and determined
in any Delaware State or federal court sitting in the State of Delaware, and
each of the parties hereto hereby consents to the exclusive jurisdiction of such
courts (and of the appropriate appellate courts therefrom in any such claim,
action, suit or proceeding) and irrevocably waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the laying
of venue of any such claim, action, suit or proceeding in any such court or that
any such claim, action, suit or proceeding which is brought in any such court
has been brought in an inconvenient forum.

            (c) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT,
TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS
OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT
THEREOF.

            SECTION 11.10. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties hereto
shall be entitled to specific performance of the terms hereof, in addition to
any other remedy at Law or in equity.


                                       23
<PAGE>

            SECTION 11.11. Expenses. Except as otherwise specified in this
Agreement, all costs and expenses, including, without limitation, fees and
disbursements of counsel, financial advisors and accountants, incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such costs and expenses.

            SECTION 11.12. Amendments and Waivers. (a) Any provision of this
Agreement may be amended or waived if, and only if, such amendment or waiver is
in writing and signed, in the case of an amendment, by the all of the Members,
or in the case of a waiver, by the party or parties against whom the waiver is
to be effective; provided however, that Schedule I to this Agreement shall be
deemed amended from time to time to reflect the admission of a new Member, the
withdrawal or resignation of a Member and the adjustment of the Membership Units
resulting from any Transfer or other disposition of a Membership Unit, in each
case that is made in accordance with the provisions hereof.

            (b) No failure or delay by any party in exercising any right, power
or privilege hereunder (other than a failure or delay beyond a period of time
specified herein) shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided by Law.

            SECTION 11.13. No Third Party Beneficiaries. This Agreement shall be
binding upon and inure solely to the benefit of the parties hereto and their
permitted assigns and successors and nothing herein, express or implied, is
intended to or shall confer upon any other Person or entity, any legal or
equitable right, benefit or remedy of any nature whatsoever under or by reason
of this Agreement. Without limiting the foregoing, any obligation of the Members
to make Capital Contributions to the Company under this Agreement is an
agreement only between the Members and no other person or entity, including the
Company, shall have any rights to enforce such obligations.

            SECTION 11.14. Headings. The headings and subheadings in this
Agreement are included for convenience and identification only and are in no way
intended to describe, interpret, define or limit the scope, extent or intent of
this Agreement or any provision hereof.

            SECTION 11.15. Construction. Each party hereto acknowledges and
agrees it has had the opportunity to draft, review and edit the language of this
Agreement and that no presumption for or against any party arising out of
drafting all or any part of this Agreement will be applied in any dispute
relating to, in connection with or involving this Agreement. Accordingly, the
parties hereby waive the benefit of any rule of Law or any legal decision which
would require that in cases of uncertainty, the language of a contract should be
interpreted most strongly against the party who drafted such language.


                                       24
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement or have caused this Agreement to be duly executed by their respective
authorized officers, in each case as of the date first above stated.

                                    CALAMOS FAMILY PARTNERS, INC.


                                    By:
                                        --------------------------------------
                                        Name:
                                        Title:



                                    ------------------------------------------
                                    John P. Calamos



                                    CALAMOS ASSET MANAGEMENT, INC.


                                    By:
                                        --------------------------------------
                                        Name:
                                        Title:


                                       25
<PAGE>

                                   SCHEDULE I

                   MEMBERS; MEMBERSHIP UNITS; CAPITAL ACCOUNTS




            Member                 Membership Units         Capital Account

Calamos Asset Management, Inc.           [__]                     [__]

Calamos Family Partners, Inc.            [__]                     [__]


John P. Calamos                          [__]                     [__]