Waiver and First Amendment to Note Purchase Agreement

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  

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

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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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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Rating Equivalents

      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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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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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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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 No