0001060349-10-000007 Sample Contracts

FIRST AMENDMENT TO THE NOTE PURCHASE AGREEMENT
The Note Purchase Agreement • March 15th, 2010 • Gamco Investors, Inc. Et Al • Security brokers, dealers & flotation companies • New York

FIRST AMENDMENT, dated as of March 24, 2009 (the "First Amendment"), to the Note Purchase Agreement, dated as of October 2, 2008 (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 ("Seller"), Mario J. Gabelli ("Gabelli") and GGCP, Inc., a New York corporation. ("GGCP" and collectively with Gabelli, 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.

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