EXHIBIT 99.1
FOURTH AMENDMENT TO THE NOTE PURCHASE AGREEMENT
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FOURTH AMENDMENT, dated as of June 30, 2006 (the "Fourth 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, the second amendment thereto
dated as of August 4, 2004 and the third amendment thereto dated as of February
28, 2005 (as so amended, the "Note Purchase Agreement"), by and among Cascade
Investment, L.L.C., a Washington limited liability company ("Buyer"), GAMCO
Investors, Inc., a New York corporation formerly known as Gabelli Asset
Management Inc. ("Seller"), Xxxxx X. Xxxxxxx ("Gabelli"), GGCP, Inc., a New York
corporation formerly known as Gabelli Group Capital Partners, Inc. ("GGCP"), Rye
Holdings, Inc., a New York corporation ("Rye Holdings") and Rye Capital
Partners, Inc., a Delaware corporation (collectively with Gabelli, GGCP 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 Fourth 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 (i) from and after the date of this Fourth Amendment and until Maturity,
the Exercise Date shall become May 15, 2007 and (ii) from and after September
15, 2006, the interest rate on the Note shall increase from 5% to 6%, the
conversion price shall increase from $52 to $53 and Seller shall have the right
to redeem the Note, in whole but not in part, at 101% of its principal amount
together with all accrued but unpaid interest thereon upon at least 30 days'
prior written notice and delivery to Buyer a certificate, dated the redemption
date, duly executed and delivered by Seller's chief executive office that
neither he nor Seller is then in possession of any non-public information
concerning Seller, any of its subsidiaries or any of their businesses or
operations which could reasonably be expected to have a material positive effect
on the market price (or, if no such market price exists, the fair market value)
of the Common Stock or other consideration issuable upon conversion of the Note
(collectively, the "Note Amendments"). Concurrently with the execution and
delivery of this Fourth Amendment, Seller is delivering to Buyer, in exchange
for the duly executed outstanding Note, a duly executed amended Note in the form
of Exhibit A 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 Fourth 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 Fourth Amendment. From and after the execution and delivery of this Fourth
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. Letter of Credit. Concurrently with the execution and delivery of this
Fourth 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 May 22, 2007 and (ii) increases
the Letter of Credit amount so that the aggregate amount available thereunder
shall not exceed $51,500,000 (the "Letter of Credit Amendments"). From and after
the execution and delivery of this Fourth 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.
3. References to Agreement. From and after the execution and delivery of
this Fourth Amendment, all references in the Transaction Documents to the
Agreement shall be deemed to be references to the Agreement as amended by this
Fourth Amendment.
4. Amendment to Registration Rights Agreement. To the extent provided
herein, this Fourth Amendment shall be an amendment of the Registration Rights
Agreement.
5. 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 Fourth Amendment.
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SIGNATURE PAGE - FOURTH 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 Fourth Amendment
as of the date first mentioned above.
SELLER: BUYER:
GAMCO INVESTORS, INC. CASCADE INVESTMENT, L.L.C.
BY: ________________________________ BY: ____________________________
GABELLI STOCKHOLDERS:
____________________________________
XXXXX X. XXXXXXX
GGCP, INC.
BY: ________________________________
RYE HOLDINGS, INC.
BY: ________________________________
RYE CAPITAL PARTNERS, INC.
BY: ________________________________
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EXHIBIT A
FORM OF CONVERTIBLE PROMISSORY NOTE (AS AMENDED)
