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Exhibit 4.2 AMENDMENT NO. 1 TO
NOTE PURCHASE AGREEMENT AMENDMENT NO. 1 TO NOTE PURCHASE
AGREEMENT ("Amendment") dated as of October 15, 2004 (the
"Effective Date") by and among CALAMOS HOLDINGS, INC., a Delaware
corporation (the "Company"), and the purchasers listed in
Schedule A hereto (the "Purchasers"). RECITALS WHEREAS
the Company and the Purchasers have entered into an Note Purchase
Agreement dated as of April 29, 2004 (such Note Purchase
Agreement, as amended from time to time, the "Note Purchase
Agreement"); and WHEREAS the Company desires to amend the Note
Purchase Agreement as provided herein. NOW, THEREFORE, in
consideration of the material promises and agreements herein made
and intending to be legally bound, the parties hereto hereby agree
as follows: All capitalized terms used herein and not defined
herein shall have the meaning specified in the Note Purchase
Agreement. 1. Amendment . Section 10.8(a) of the Note
Purchase Agreement is amended by replacing the word "corporation"
with the words "corporation or limited liability company" wherever
it appears in that section. The text of Section 10.8(a) prior
to the amendment and subsequent to the amendment is attached as
Exhibit A hereto. 2. Effectiveness . Pursuant to
Section 17.1 of the Note Purchase Agreement, this Amendment
shall be effective upon its execution by the Company and the
Required Holders. Upon such execution, this Amendment shall be
deemed effective, and the Note Purchase Agreement shall be deemed
amended as herein provided, as of the Effective Date. 3.
Ratification . Except as amended hereby, the Note Purchase
Agreement is ratified and confirmed and shall continue in full
force and effect. 4. Governing Law . This Amendment to the
Agreement shall be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the law of the
State of New York excluding choice-of-law principles of the law of
such State that would require the application of the laws of a
jurisdiction other than such State. 5.
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