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 as Exhibit A hereto (the "Put Option Exercise Notice"), and
(ii) the Seller is delivering to Buyer, in exchange for the duly executed
outstanding Note, a duly executed amended Note in the form of Exhibit B hereto,
which is identical to the outstanding Note in all respects except that it gives
effect to the Note Amendments. The parties agree that the amended Note is a
replacement of the outstanding Note and evidences the same debt, and is entitled
to the same benefits as, the outstanding Note except to the extent otherwise
provided by the Note Amendments. The parties also agree that neither this Third
Amendment nor the amended Note shall affect any rights or obligations under the
Note Purchase Agreement or Note with respect to any periods, acts, omissions or
circumstances which occurred prior to the date of this Third Amendments. From
and after the execution and delivery of this Third Amendment, all references in
the Transaction Documents to the Note shall be deemed to be references to the
Note as amended by the Note Amendments.
2. Put Consideration. On April 1, 2005, the Seller shall
deliver to the Buyer, by wire transfer in immediately available funds, the
purchase price of (i) 100% of the principal amount of the Note for which the
Buyer has elected to exercise its Put Option, plus (ii) accrued and unpaid
interest thereon to but excluding April 1, 2005 (the "Put Consideration").
3. Letter of Credit. Concurrently with the execution and
delivery of this Third Amendment, the Seller is delivering to Buyer an amendment
to the Letter of Credit duly executed by the Letter of Credit Issuer which (i)
extends the expiration date of the Letter of Credit until September 15, 2006 and
(ii) effective upon receipt by the Buyer of the Put Consideration, decreases the
Letter of Credit amount so that the aggregate amount available thereunder shall
not exceed $51,250,000 (the "Letter of Credit Amendments"). From and after the
execution and delivery of this Third Amendment, all references in the
Transaction Documents to the Letter of Credit shall be deemed to be references
to the Letter of Credit as amended by the Letter of Credit Amendments.
4. References to Agreement. From and after the execution and
delivery of this Third Amendment, all references in the Transaction Documents to
the Agreement shall be deemed to be references to the Agreement as amended by
this Third Amendment.
5. Amendment to Registration Rights Agreement. To the extent
provided herein, this Third Amendment shall be an amendment of the Registration
Rights Agreement.
6. Miscellaneous. Sections 2.1.1, 2.1.4, 2.1.5, and 6 of the
Note Purchase Agreement are incorporated herein by reference, mutandis mutandi,
with all references therein to any of the Transaction Documents being changed to
refer solely to this Third Amendment.
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SIGNATURE PAGE - THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT
NOTICE: ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO
FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON
LAW.
IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment
as of the date first mentioned above.
SELLER: BUYER:
GABELLI ASSET MANAGEMENT INC. CASCADE INVESTMENT LLC
BY: _______________________________ BY: ____________________________
GABELLI STOCKHOLDERS:
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MARIO J. GABELLI
GABELLI GROUP CAPITAL PARTNERS, INC.
BY: ________________________________
RYE HOLDINGS, INC.
BY: ________________________________
RYE CAPITAL PARTNERS, INC.
BY: ________________________________