Contribution Agreement

EXHIBIT 10.9


CONTRIBUTION AGREEMENT


THIS CONTRIBUTION AGREEMENT (this "Agreement") is made as of October 15, 2004, by and among Calamos Family Partners, Inc. (f/k/a Calamos Holdings, Inc.), a Delaware corporation ("CFP") and Calamos Holdings LLC, a Delaware limited liability company ("CHLLC").


W I T N E S S E T H:


WHEREAS, CFP owns all of the issued and outstanding capital stock (collectively, the "Subsidiary Shares") of Calamos Partners, Inc., a Delaware corporation, Calamos Asset Management, Inc., an Illinois corporation, Calamos Financial Services, Inc., an Illinois corporation, and Calamos Property Management, Inc., an Illinois corporation (each a "Subsidiary");


WHEREAS, the CFP owns all of the membership units (collectively, the "Subsidiary Membership Units") of Calamos Partners LLC, a Delaware limited liability company, Calamos Advisors LLC, a Delaware limited liability company, Calamos Financial Services LLC, a Delaware limited liability company, and Calamos Property Management LLC, a Delaware limited liability (each a "Subsidiary LLC");


WHEREAS, CFP owns all of the issued and outstanding capital stock (the "Excluded Shares") in Calamos Asset Management, Inc., a Delaware corporation.


WHEREAS, CFP desires to contribute to CHLLC, and CHLLC desires to receive from CFP, all of the assets, properties, rights and interests of CFP, including all of CFP's rights, title and interest in the Subsidiary Shares and the Subsidiary Membership Units, other than CFP's rights, title and interest in the Excluded Shares, upon the terms and subject to the conditions set forth herein; and


WHEREAS, CHLLC desires to assume from CFP, and CFP desires to transfer to CHLLC, all of the obligations and liabilities of CFP upon the terms and subject to the conditions set forth herein.


NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CFP and CHLLC hereby agree as follows:


1. Contribution of Assets. On the terms and subject to the conditions of this Agreement, CFP hereby contributes to CHLLC, and CHLLC hereby receives from CFP, all of the right, title and interest of CFP in and to all of the assets, properties, rights and interests of every kind and description and wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by CFP other than the Excluded Shares (collectively, other than the Excluded Shares, the "Contributed Assets").


2. Assumption of Liabilities. On the terms and subject to the conditions of this Agreement, and concurrent with the transactions described in Section 1, CHLLC hereby assumes all of the obligations and liabilities of CFP (the "Assumed Liabilities"), including the


due and punctual performance and observance of each covenant and condition of the Note Purchase Agreement, dated April 29, 2004, as amended by Amendment No. 1 thereto, dated as of the date hereof, and the 5.24% Senior Notes due April 29, 2011.


3. Membership Interests. The aggregate consideration t ...