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 a
