gbl8kfirstamend.htm


     

    EXECUTION
VERSION

     

    FIRST
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

     

    First
Amendment, dated as of October 2, 2008 (the "First Amendment"), to the
Registration Rights Agreement (the "Registration Rights
Agreement"), dated as of August 14, 2001, by and among Cascade
Investment, L.L.C., a Washington limited liability company (the "Investor") and GAMCO
Investors, Inc., a New York corporation formerly known as Gabelli Asset
Management Inc. (the "Company").

     

    RECITALS

     

    A.           Investor
is the holder of several convertible promissory notes due August 14, 2011 which
collectively have an aggregate principal amount of $40 million (collectively,
the "2011 Notes") and
were issued pursuant to a Note Purchase Agreement, dated as of August 10, 2001,
by and among the Company, the Investor, Mario J. Gabelli and GGCP, Inc., as
amended. The 2011 Notes are convertible into shares of Class A Common Stock, par
value $0.001 per share (such shares and any other securities issued or
distributed with respect to, or in exchange for, such shares pursuant to any
reclassification, merger or other transaction, the "Class A Common Stock"), of the
Company on the terms and conditions set forth in the 2011 Notes.

     

    B.           Investor
has agreed to purchase from the Company, and the Company has agreed to sell to
the Investor, a $60 million convertible promissory note due October 2, 2018 (the
"2018 Note") pursuant to
a Note Purchase Agreement, dated as of October 2, 2008, by and among the
Company, the Investor, Mario J. Gabelli and GGCP, Inc. (the "Purchase
Agreement").  The 2018 Note is convertible into shares of Class
A Common Stock of the Company on the terms and conditions set forth in the 2018
Note.

     

    C.           The
parties hereto desire to amend the Registration Rights Agreement in the manner
set forth below.

     

    D.           Except
as amended below, the Registration Rights Agreement shall remain in full force
and effect as it was prior to this First Amendment.

     

    NOW,
THEREFORE, in consideration of the foregoing recitals and the mutual promises
hereinafter set forth, the parties hereto agree as follows:

     

    
      	
              1.  

            	
              Amendment
      of the Registration Rights
Agreement.

            


    

     

    1.1 Notes.  The
following definitions are  hereby inserted alphabetically in Section
2.1 of the Registration Rights Agreement to read as follows:

     

    2011 Notes.  The
term "2011 Notes" means: The convertible promissory notes due August 14, 2011
issued pursuant to a Note Purchase Agreement, dated as of August 10, 2001, by
and among the Company, the Investor, Mario J. Gabelli and GGCP, Inc., as
amended.

     

    2018 Note.  The term
"2018 Note" means: The $60 million convertible promissory note due October 2,
2018 pursuant to a Note Purchase Agreement, dated as of October 2, 2008, by and
among the Company, the Investor, Mario J. Gabelli and GGCP, Inc., as
amended.

     

    Notes.  The term
"Notes" means: The 2011 Notes and the 2018 Note.

     

    1.2 Registrable
Securities.  The definition of "Registrable Securities" is
hereby amended in its entirety to read as follows:

     

    Registrable
Securities.  The term "Registrable Securities" means: (a) the
Class A Common Stock or other securities issuable upon conversion of the 2011
Note or the 2018 Note, (b) any securities (including Class A Common Stock)
issued or distributed with respect to, or in exchange for, the 2011 Note or the
2018 Note, or such Class A Common Stock pursuant to any reclassification,
merger, consolidation, reorganization or other transaction ("Other Securities") or upon
conversion, exercise or exchange of Other Securities and (c) any securities
issued or distributed with respect to, or in exchange for, Other Securities
(whether directly or indirectly through a series of transactions) pursuant to
any reclassification, merger, consolidation, reorganization or other transaction
or upon conversion, exercise or exchange of Other Securities, in each case other
than Unrestricted Securities.

     

    1.3 Unrestricted
Security.  The definition of "Unrestricted Security" is hereby
amended in its entirety to read as follows:

     

    Unrestricted Security. The
term "Unrestricted Security" means any Registrable Security that (i) has been
effectively registered under the Securities Act, (ii) has been transferred in
compliance with Rule 144 under the Securities Act (or any successor provision
thereto) under circumstances in which such Registrable Securities become freely
transferable under the Securities Act and any legend relating to restrictions on
transfer under the Securities Act is removed, (iii) is transferable pursuant to
the last sentence of paragraph (b)(1)(i) of Rule 144 under the Securities Act
(or any successor provision thereto) or (iv) has otherwise been transferred and
a new security not subject to transfer restrictions under the Securities Act has
been delivered upon such transfer by or on behalf of the Company.

     

    1.4 References
Generally.  References in Sections 1.1(c), 1.1(e), 3.1 and 3.3
of the Registration Rights Agreement to "the Note" shall be deemed to be
references to "any Note". The  last sentence of Section 3.3 shall be
deleted and replaced in its entirety with the following: “In the event Investor
transfers or assigns any Note in whole, but not in part, to a Person not an
affiliate (as defined in Rule 405 under the 1933 Act) then solely with respect
to that Note: (a) this Agreement shall be governed by and construed in
accordance with the laws of the State of New York, and (b) the consent to
jurisdiction in the State of Washington stated above is hereby revoked.” The
reference to "the Note" in the definition of "Registrable Securities Then
Outstanding" in Section 2.1 and Section 3.10 of the Registration Rights
Agreement shall be deemed to be a reference to "the Notes". Any indirect
references to the Note such as "hereunder," "hereby," "herein" and "hereof"
shall be deemed to be references to "any Note" or "the Notes" as the context
requires.

     

    1.5 Demand
Registration.  Section 2.2(c) of the Registration Rights
Agreement is hereby amended in its entirety to read as follows: “Maximum Number of Demand
Registrations.  The Company is obligated to effect not more
than six (6) such Registrations in total during the effectiveness of this
Agreement pursuant to this Section 2.2.”

     

    1.6 Registration. Section
2.4(b)(i) of the Registration Rights Agreement is hereby amended by changing the
number “180” in clause (i) of the last sentence thereof to “360”.

     

    1.7 Termination of the
Company’s Obligations.
Section 2.8 of the Registration Rights Agreement is hereby amended by changing
the phrase “more than twelve (12) years after the date of this Agreement” in
clause (i) of such Section to “after October 2, 2018”.

     

    1.8 Notice.   The
following information is hereby added to Section 3.6 with respect to notices to
the be sent to the Investor: “With copy to the same address, Attn: General
Counsel, Facsimile: (425) 803-0459.”

     

    
      	
              2.  

            	
              Miscellaneous.

            


    

     

    2.1 Sections
3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.10, 3.11 and 3.12 of the Registration
Rights Agreement are incorporated herein by reference, mutandis mutandi, with
all references therein to the Agreement being changed to refer to the Agreement
as amended by this First Amendment.

     

     

    [The
balance of this page intentionally left blank]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have executed this First Amendment to the
Registration Rights Agreement as of the date and year first above
written.

     

     

    


     

    GAMCO
INVESTORS, INC.,

     

    a New
York corporation

     

    


     

    


     

    By:    /s/  Douglas R.
Jamieson 

     

    Name:  Douglas R.
Jamieson

     

    Title: President and Chief Operating
Officer

     

    


     

    


     

    


     

    CASCADE
INVESTMENT, L.L.C.,

     

    a
Washington limited liability company

     

    


     

    


     

    By:    /s/ Michael Larson

              

    Name:
Michael Larson

     

    Title: Business Manager