REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 23rd, 2001 • Cascade Investment LLC • Security brokers, dealers & flotation companies • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of August 14, 2001 by and among Cascade Investment LLC, a Washington limited liability company (the "Investor"), and Gabelli Asset Management Inc., a New York corporation (the "Company").
NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 23rd, 2001 • Cascade Investment LLC • Security brokers, dealers & flotation companies • Washington
This NOTE PURCHASE AGREEMENT (the "Agreement") is made as of August 10, 2001, 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").
CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • August 23rd, 2001 • Cascade Investment LLC • Security brokers, dealers & flotation companies
FOR VALUE RECEIVED, the undersigned, GABELLI ASSET MANAGEMENT INC., a New York corporation. ("Gabelli"), promises to pay to the order of CASCADE INVESTMENT LLC, a Washington limited liability company ("Cascade"), or its permitted registered assigns or at such other place or places as the Holder (as defined below) may designate in writing, on August 14, 2011, the principal sum of ONE HUNDRED MILLION and NO/100 DOLLARS ($100,000,000) minus the principal amount converted or sold pursuant to the Put Option (as defined below) or the Change of Control Put Option (as defined below) (such amount, as of any determination date, the "Unpaid Principal Amount") on or before August 14, 2011, and to pay interest thereon from and including August 14, 2001 (the "Issue Date") or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, semi-annually on February 14 and August 14 in each year, commencing February 14, 2002, and at Maturity (each, an
