EXHIBIT 10.8
AMENDMENT NO. 1 TO
NOTE PURCHASE AGREEMENT
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT ("Amendment") effective as of October
15, 2004 (the "Effective Date") by and among CALAMOS HOLDINGS, INC., a Delaware
corporation (the "Company"), and the purchasers listed in Schedule A hereto (the
"Purchasers").
RECITALS
WHEREAS the Company and the Purchasers have entered into an Note Purchase
Agreement dated as of April 29, 2004 (such Note Purchase Agreement, as amended
from time to time, the "Note Purchase Agreement"); and
WHEREAS the Company desires to amend the Note Purchase Agreement as provided
herein.
NOW, THEREFORE, in consideration of the material promises and agreements herein
made and intending to be legally bound, the parties hereto hereby agree as
follows:
All capitalized terms used herein and not defined herein shall have the meaning
specified in the Note Purchase Agreement.
1. Amendment. Section 10.8(a) of the Note Purchase Agreement is amended by
replacing the word "corporation" with the words "corporation or limited
liability company" wherever it appears in that section. The text of Section
10.8(a) prior to the amendment and subsequent to the amendment is attached as
Exhibit A hereto.
2. Effectiveness. Pursuant to Section 17.1 of the Note Purchase Agreement, this
Amendment shall be effective upon its execution by the Company and the Required
Holders. Upon such execution, this Amendment shall be deemed effective, and the
Note Purchase Agreement shall be deemed amended as herein provided, as of the
Effective Date.
3. Ratification. Except as amended hereby, the Note Purchase Agreement is
ratified and confirmed and shall continue in full force and effect.
4. Governing Law. This Amendment to the Agreement shall be construed and
enforced in accordance with, and the rights of the parties shall be governed by,
the law of the State of New York excluding choice-of-law principles of the law
of such State that would require the application of the laws of a jurisdiction
other than such State.
5. Counterparts. This amendment may be executed in one or more counterparts,
each of which shall be deemed an original but all of which shall constitute one
and the same instrument.
1
In witness whereof, the parties hereto have executed this Amendment as of the
Effective Date.
CALAMOS HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxxx, Xx.
Name: Xxxxx X. Xxxxxx, Xx.
Title: Executive Vice President, General
Counsel and Secretary
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ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Authorized Signatories
ALLSTATE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Authorized Signatories
3
THE TRAVELERS INSURANCE COMPANY
By: /s/ Xxxxxxx X. XxXxxxxx
Name: Xxxxxxx X. XxXxxxxx
Title: Investment Officer
CITICORP INSURANCE AND INVESTMENT TRUST, BY TRAVELERS ASSET MANAGEMENT
INTERNATIONAL COMPANY, LLC
By: /s/ Xxxxxxx X. XxXxxxxx
Name: Xxxxxxx X. XxXxxxxx
Title: Investment Officer
PRIMERICA LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Inerny
Name: Xxxxxxx X. Inerny
Title: Investment Officer
THE TRAVELERS LIFE AND ANNUITY COMPANY (ON BEHALF OF ONE OF ITS SEPARATE
ACCOUNTS)
By: /s/ Xxxxxxx X. Inerny
Name: Xxxxxxx X. Inerny
Title: Investment Officer
THE TRAVELERS INSURANCE COMPANY (ON BEHALF OF ONE OF ITS SEPARATE ACCOUNTS)
By: /s/ Xxxxxxx X. Inerny
Name: Xxxxxxx X. Inerny
Title: Investment Officer
4
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Its Authorized Representative
5
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
By: Xxxxxx Xxxxx-Xxxx
Name: Xxxxxx Xxxxx-Xxxx
Title: Managing Director
6
MIDLAND NATIONAL LIFE INSURANCE COMPANY
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: Managing Director
7
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Director, Fixed Income
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Director, Fixed Income
FORT DEARBORN LIFE INSURANCE COMPANY
By: Guardian Investor Services LLC
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Director, Fixed Income
8
THE OHIO NATIONAL LIFE INSURANCE COMPANY
By: /s/ Xxx X. Xxxxxx
Name: Xxx X. Xxxxxx
Title: Investment Vice President
Private Placements
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Exhibit A
Unamended Section 10.8(a):
10.8 Merger, Consolidation, etc.
The Company will not consolidate with or merge with any other
corporation or convey, transfer or lease substantially all of its assets
in a single transaction or series of transactions to any Person unless:
(a) the successor formed by such consolidation or the survivor of such
merger or the Person that acquires by conveyance, transfer or lease
substantially all of the assets of the Company as an entirety, as the case
may be, shall be a solvent corporation organized and existing under the
laws of the United States or any State thereof (including the District of
Columbia), and, if the Company is not such corporation, (i) such
corporation shall have executed and delivered to each holder of any Notes
its assumption of the due and punctual performance and observance of each
covenant and condition of this Agreement and the Notes and (ii) shall have
caused to be delivered to each holder of any Notes an opinion of
nationally recognized independent counsel, or other independent counsel
reasonably satisfactory to the Required Holders, to the effect that all
agreements or instruments effecting such assumption are enforceable in
accordance with their terms and comply with the terms hereof;
Amended Section 10.8(a):
10.8 Merger, Consolidation, etc.
The Company will not consolidate with or merge with any other
corporation or limited liability company or convey, transfer or lease
substantially all of its assets in a single transaction or series of
transactions to any Person unless: (a) the successor formed by such
consolidation or the survivor of such merger or the Person that acquires by
conveyance, transfer or lease substantially all of the assets of the Company as
an entirety, as the case may be, shall be a solvent corporation or limited
liability company organized and existing under the laws of the United States or
any State thereof (including the District of Columbia), and, if the Company is
not such corporation or limited liability company, (i) such corporation or
limited liability company shall have executed and delivered to each holder of
any Notes its assumption of the due and punctual performance and observance of
each covenant and condition of this Agreement and the Notes and (ii) shall have
caused to be delivered to each holder of any Notes an opinion of nationally
recognized independent counsel, or other independent counsel reasonably
satisfactory to the Required Holders, to the effect that all agreements or
instruments effecting such assumption are enforceable in accordance with their
terms and comply with the terms hereof;
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SCHEDULE A
Principal Amount of
Name of Purchaser Notes to be Purchased
----------------- ---------------------
ALLSTATE LIFE INSURANCE COMPANY .................................... $13,800,000
................................................................... 9,200,000
ALLSTATE INSURANCE COMPANY ......................................... $ 5,000,000
THE TRAVELERS INSURANCE COMPANY .................................... $15,900,000
CITICORP INSURANCE AND INVESTMENT TRUST, BY TRAVELERS ASSET
MANAGEMENT INTERNATIONAL COMPANY, LLC .............................. $ 1,000,000
PRIMERICA LIFE INSURANCE COMPANY ................................... $ 2,000,000
THE TRAVELERS LIFE AND ANNUITY COMPANY (ON BEHALF OF ONE OF ITS
SEPARATE ACCOUNTS) ................................................. $ 6,800,000
THE TRAVELERS INSURANCE COMPANY (ON BEHALF OF ONE OF ITS SEPARATE
ACCOUNTS) .......................................................... $ 2,300,000
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ..................... $28,000,000
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA .............. $28,000,000
MIDLAND NATIONAL LIFE INSURANCE COMPANY ............................ $15,000,000
MIDLAND NATIONAL LIFE INSURANCE COMPANY ............................ $ 3,000,000
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA ..................... $10,000,000
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. ..................... $ 2,000,000
FORT DEARBORN LIFE INSURANCE COMPANY ............................... $ 1,000,000
FORT DEARBORN LIFE INSURANCE COMPANY ............................... $ 1,000,000
THE OHIO NATIONAL LIFE INSURANCE COMPANY ........................... $ 6,000,000
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