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Exhibit 99.2 Execution Copy
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THIRD AMENDMENT TO THE NOTE PURCHASE AGREEMENT
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THIRD AMENDMENT, dated as of February 28, 2005 (the "Third
Amendment"), to the Note Purchase Agreement, dated as of August
10, 2001, as
amended by the first amendment thereto dated as of July 1, 2003
and the second
amendment thereto dated as of August 4, 2004 (as so amended, the
"Note Purchase
Agreement"), by and among Cascade Investment LLC, a Washington
limited liability
company ("Buyer"), Gabelli Asset Management Inc., a New York
corporation
("Seller"), Mario J. Gabelli ("Gabelli"), Gabelli Group Capital
Partners, Inc.,
a New York corporation ("Gabelli Group"), Rye Holdings, Inc., a
New York
corporation ("Rye Holdings") and Rye Capital Partners, Inc., a
Delaware
corporation (collectively with Gabelli, the Gabelli Group and
Rye Holdings, the
"Gabelli Stockholders" ). All capitalized terms used but not
defined herein
which are defined in the Note Purchase Agreement (or in the
Note, as defined
therein) shall have the meanings assigned to such terms in such
agreement.
RECITALS
A. The parties hereto desire to amend the Note Purchase
Agreement and the Note in the manner set forth below.
B. Except as amended below, the Note Purchase Agreement, the
Registration Rights Agreement and the Note (collectively, the
"Transaction
Documents") shall remain in full force and effect as they were
prior to this
Third Amendment.
NOW, THEREFORE, in consideration of the mutual promises
contained herein and for other good and valuable consideration,
the receipt and
sufficiency of which are hereby acknowledged by each party, the
parties hereto
agree as follows:
1. Amendment of the Note. The parties hereto hereby amend
the
Note so that from and after the date of this Third Amendment and
until Maturity,
(i) the Exercise Date shall become September 15, 2006, (ii) the
aggregate
principal amount of the Note shall be reduced from $100,000,000
to $50,000,000
and (iii) the "Limitation on Funded Indebtedness" section in the
Note shall be
deleted in its entirety (collectively, the "Note Amendments").
Concurrently with
the execution and delivery of this Third Amendment, (i) the
Buyer is delivering
to Seller written notice of its election to exercise its Put
Option on April 1,
2005 with respect to $50,000,000 aggregate principal amount of
the Note, a copy
of which is attached
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