Prepared by MERRILL CORPORATION

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LqjXwPBKLJ3GS4ky8UOZwDxUINCW6fuFMptGHirF6JM6PFJif1jz3f9ybgYfGoGK 5dAZZlSGb3dfyCb+ojECGA== 0000912057-01-530085.txt : 20010824 0000912057-01-530085.hdr.sgml : 20010824 ACCESSION NUMBER: 0000912057-01-530085 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010823 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GABELLI ASSET MANAGEMENT INC CENTRAL INDEX KEY: 0001060349 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 134007862 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-56335 FILM NUMBER: 1722103 BUSINESS ADDRESS: STREET 1: ONE CORPORATE CENTER CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 9149213700 MAIL ADDRESS: STREET 1: ONE CORPORATE CENTER CITY: RYE STATE: NY ZIP: 10580 FORMER COMPANY: FORMER CONFORMED NAME: ALPHA G INC DATE OF NAME CHANGE: 19980423 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CASCADE INVESTMENT LLC CENTRAL INDEX KEY: 0001052192 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 911680459 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2365 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 BUSINESS PHONE: 4258030720 MAIL ADDRESS: STREET 1: 2365 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 SC 13D 1 a2057684zsc13d.htm SC 13D Prepared by MERRILL CORPORATION
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*

Gabelli Asset Management Inc.

(Name of Issuer)

Class A Common Stock, $.001 par value

(Title of Class of Securities)

36239Q109

(CUSIP Number)

Matthew S. Topham, Esq.		Mark R. Beatty
Preston Gates & Ellis LLP		General Counsel
701 Fifth Avenue, Suite 5000		Cascade Investment, L.L.C.
Seattle, Washington 98104		2365 Carillon Point
(206) 623-7580		Kirkland, WA 98033
		(425) 803-0720
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 14, 2001

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box / /.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following page(s))

Page 1 of 8 Pages

CUSIP No. 36239Q109

13D

Page 2 of 8 Pages


(1)	Name of Reporting Person. S.S. or I.R.S. Identification No. of Above Person
	Cascade Investment, L.L.C.

(2)	Check the Appropriate Box if a Member	(a)	/ /
	of a Group	(b)	/ /


(3)	SEC Use Only


(4)	Source of Funds
	WC

(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / /


(6)	Citizenship or Place of Organization
	State of Washington

Number of Shares Beneficially Owned by Each Reporting Person With		(7)	Sole Voting Power
			-0-

		(8)	Shared Voting Power
			1,886,792

		(9)	Sole Dispositive Power
			- -0-

		(10)	Shared Dispositive Power
			1,886,792

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person
	1,886,792

(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares / /


(13)	Percent of Class Represented by Amount in Row (11)
	24.68%

(14)	Type of Reporting Person
	CO

CUSIP No. 36239Q109

13D

Page 3 of 8 Pages


(1)	Name of Reporting Person. S.S. or I.R.S. Identification No. of Above Person
	William H. Gates III

(2)	Check the Appropriate Box if a Member	(a)	/ /
	of a Group	(b)	/ /


(3)	SEC Use Only


(4)	Source of Funds
	WC

(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / /


(6)	Citizenship or Place of Organization
	United States of America

Number of Shares Beneficially Owned by Each Reporting Person With		(7)	Sole Voting Power
			-0-

		(8)	Shared Voting Power
			1,886,792

		(9)	Sole Dispositive Power
			- -0-

		(10)	Shared Dispositive Power
			1,886,792

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person
	1,886,792

(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares / /


(13)	Percent of Class Represented by Amount in Row (11)
	24.68%

(14)	Type of Reporting Person
	IN

Page 4 of 8 Pages

Item 1. Security and Issuer

This statement relates to the Class A Common Stock, $.001 par value (the "Common Stock"), of Gabelli Asset Management Inc. (the "Issuer"). The principal executive offices of the Issuer are located at One Corporate Center, Rye, New York 10580.

Item 2. Identity and Background

This statement is being filed by Cascade Investment, L.L.C. ("Cascade"), which is a limited liability company organized under the laws of the State of Washington, and William H. Gates III, the sole member of Cascade. Cascade and Mr. Gates are each referred to herein as a "Reporting Person" and collectively as the "Reporting Persons". Cascade is a private investment entity that seeks appreciation of its assets for the benefit of its member. Cascade conducts its principal business operations at 2365 Carillon Point, Kirkland, Washington 98033.

Neither of the Reporting Persons nor Cascade's executive officer has during the last five years been (i) convicted in a criminal proceeding, or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The names, business addresses, principal employment (and the names and addresses of any corporation or other organization in which such employment is conducted) and citizenship of each executive officer, director or person controlling Cascade are set forth in Exhibit 99.1 hereto and are incorporated herein by reference.

Item 3. Source and Amount of Funds or Other Consideration

On August 14, 2001, Cascade purchased from the Issuer a promissory note (the "Note") in the principal amount of $100,000,000, which is convertible into 1,886,792 shares of the Common Stock as of the filing date of this Schedule 13D. The source of Cascade's payment of the purchase price was its working capital. Cascade did not use any borrowed funds to purchase the Note.

Item 4. Purpose of Transaction

The Reporting Persons acquired the Note for investment purposes only. The Reporting Persons will continue to evaluate their ownership and voting position in the Issuer and may consider the following future courses of action, among others: (i) converting the Note into shares of Common Stock; (ii) continuing to hold the Note or Common Stock for investment; (iii) disposing of all or a portion of the Note or Common Stock in open market sales or in privately-negotiated transactions, as applicable; (iv) acquiring additional shares of Common Stock in the open market or in privately-negotiated transactions; or (v) entering into short sales or other hedging transactions with respect to the Common Stock. The Reporting Persons have not as yet determined which, if any, of the courses of action specified in this paragraph they may ultimately take. The Reporting Persons' future actions with regard to this investment are dependent on their evaluation of a variety of circumstances affecting the Issuer in the future, including the market price of the Issuer's Common Stock, the Issuer's prospects and Cascade's portfolio.

Page 5 of 8 Pages

Except as set forth above, neither of the Reporting Persons nor Cascade's executive officer has any present intent or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to those enumerated above.

The Reporting Persons and Cascade's executive officer reserve the right to determine in the future whether to change the purpose or purposes described above or whether to adopt plans or proposals of the type specified above.

Item 5. Interest in Securities of the Issuer

(a) As of the filing date of this Schedule 13D, the Reporting Persons share beneficial ownership of 1,886,792 shares of the Common Stock, which represents approximately 24.68% of the shares of Common Stock currently outstanding plus the 1,886,792 shares issuable upon conversion of the Note.

(b) Assuming the conversion of the entire principal amount of the Note into Common Stock, the Reporting Persons have shared power to vote or direct the vote and dispose or direct the disposition of 1,886,792 shares of the Common Stock. The Tag-along Right described in Item 6 below could be deemed to cause the Reporting Persons to be a group with the Gabelli Entities (as defined in Item 6). However, the Reporting Persons disclaim the existence of such group and any beneficial ownership of the securities of the Issuer beneficially owned by the Gabelli Entities.

(c) On August 14, 2001, Cascade purchased the Note, which is convertible into 1,886,792 shares of the Common Stock as of the filing date of this Schedule 13D.

(d) All shares of Common Stock beneficially owned by Cascade may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade and Mr. Gates has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except as described in this Item 6, none of the Reporting Persons has any contracts, arrangements, understandings, or relationships (legal or otherwise) with respect to any securities of the Issuer.

Page 6 of 8 Pages

Note Purchase Agreement. Pursuant to the Note Purchase Agreement, dated as of August 10, 2001 (the "Note Purchase Agreement"), by and among Cascade, the Issuer, Mario J. Gabelli ("Gabelli"), Gabelli Group Capital Partners, Inc.("Gabelli Group"), Rye Holdings, Inc. ("Rye Holdings"), and Rye Capital Partners, Inc. (collectively with Gabelli, Gabelli Group and Rye Holdings, the "Gabelli Stockholders"), if any Gabelli Entity (as defined below) transfers, directly or indirectly, to any person, other than a Gabelli Entity, Common Stock representing 20% or more of the outstanding voting power, in one transaction or a series of related transactions, such Gabelli Entity must offer Cascade the opportunity to transfer up to (on a proportionate basis) all of its Common Stock on identical terms (the "Tag-along Right").

A "Gabelli Entity" means Gabelli, the spouse or any child or grandchild of Gabelli, or any person in which Gabelli and/or one or more of such other individuals has a controlling interest or beneficially owns, directly or indirectly, (i) a majority of the number of outstanding shares of capital stock of such person and/or (ii) voting stock of such person which represents 50% or more of the total voting power of all the then outstanding shares of voting stock of such person, and shall also mean any testamentary, charitable or similar trust or foundation of which Gabelli and/or one or more of such other individuals is a grantor, beneficiary, trustee or person having similar management authority.

Convertible Promissory Note. Pursuant to the Note, Cascade may convert the Note, in whole or in part, at any time prior to August 14, 2011 into shares of Common Stock at a conversion price of $53.00, subject to customary anti-dilution adjustments (the "Conversion Price"). Beginning August 14, 2003, the Issuer may convert in any six month period certain portions of the unpaid principal amount of the Note (a "Forced Conversion"). The portion of the principal amount of the Note subject to Forced Conversion, if any, is subject to (i) the trading price of the Common Stock reaching certain price thresholds (beginning at 125% of the Conversion Price) during periods of 20 consecutive trading days, (ii) the principal amount of the Note previously converted by Cascade and (iii) the principal amount of the Note previously subject to Forced Conversion by the Issuer. In the event of a Forced Conversion, Cascade has the option to cause the Issuer to purchase up to 50% of the shares of Common Stock issued as a result of the Forced Conversion for a purchase price per share equal to the average closing trading price of the Common Stock during the five consecutive trading days following Cascade delivering the Issuer notice of its election to exercise such option. Such notice must be delivered to the Issuer no later than 10 days after the date of the Forced Conversion.

Cascade has the right to put all or a portion of the Note to the Issuer on August 14, 2002 (the "Exercise Date"). Cascade has the right to extend the Exercise Date for one year by notice not less than 30 days prior to the expiration of the original Exercise Date. The put price is equal to 100% of the principal amount of the Note (or portion thereof), plus accrued and unpaid interest. The put is fully secured by an irrevocable letter of credit of The Chase Manhattan Bank in favor of Cascade in the amount of $103,250,000. The put may be exercised by notice not less than 30 days prior to the relevant Exercise Date.

In addition, if at any time a change of control of the Issuer occurs (as described in the Note) or Gabelli ceases to provide the predominant executive leadership to the Issuer and its subsidiaries, taken as a whole, Cascade has the right to put all or a portion of the Note to the Issuer at a put price equal to 101% of the principal amount of the Note (or portion thereof), plus accrued and unpaid interest. The put may be exercised by notice not less than 30 days after notice of the relevant put date.

Page 7 of 8 Pages

Registration Rights Agreement. Pursuant to the Registration Rights Agreement, dated August 14, 2001 (the "Registration Rights Agreement"), between the Issuer and Cascade, the Issuer granted Cascade certain piggyback and demand registration rights under the Securities Act of 1933, as amended, for all shares of Common Stock Cascade may acquire upon conversion of the Note.

The descriptions of the Note Purchase Agreement, Note and Registration Rights Agreement throughout this Schedule 13D are qualified by reference to such Note Purchase Agreement, Note and Registration Rights Agreement, copies of which are filed as Exhibits 99.2, 99.3 and 99.4 hereto and are incorporated herein by reference.

Item 7. Materials to be Filed as Exhibits

Exhibit		Description
99.1		List of each executive officer, director or person controlling Cascade Investment, L.L.C.
99.2		Note Purchase Agreement, dated as of August 10, 2001, by and among Cascade Investment, L.L.C., Gabelli Asset Management Inc., Mario J. Gabelli, Gabelli Group Capital Partners, Inc., Rye Holdings, Inc., and Rye Capital Partners, Inc. (Certain attachments to this exhibit that the Reporting Persons do not consider material for purposes of this Schedule 13D have not been filed; upon request Cascade will furnish supplementally to the Securities and Exchange Commission a copy of any omitted attachment.)
99.3		Convertible Promissory Note dated August 14, 2001, issued by Gabelli Asset Management Inc. to Cascade Investment, L.L.C.
99.4		Registration Rights Agreement dated August 14, 2001, between Gabelli Asset Management Inc. and Cascade Investment, L.L.C.

Page 8 of 8 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 22, 2001	CASCADE INVESTMENT, L.L.C.
	By:
		/s/ MICHAEL LARSON Michael Larson Manager
	WILLIAM H. GATES III
	By:
		/s/ MICHAEL LARSON William H. Gates III, by Michael Larson as attorney in fact*

JOINT FILING AGREEMENT

We, the signatories of the statement to which this Joint Filing Agreement is attached, hereby agree that such statement is filed, and any amendments thereto filed by either of us will be filed, on behalf of each of us.

Dated: August 22, 2001	CASCADE INVESTMENT, L.L.C.
	By:
		/s/ MICHAEL LARSON Michael Larson Manager
	WILLIAM H. GATES III
	By:
		/s/ MICHAEL LARSON William H. Gates III, by Michael Larson as attorney in fact*

*: Duly authorized under power of attorney dated March 14, 2001, by and on behalf of William H. Gates III, filed with Cascade's Amendment No. 1 to Schedule 13D with respect to Pan American Silver Corp. on March 19, 2001, SEC File No. 005-52919, and incorporated by reference herein.

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Item 1. Security and Issuer

Item 2. Identity and Background

Item 3. Source and Amount of Funds or Other Consideration

Item 4. Purpose of Transaction

Item 5. Interest in Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 7. Materials to be Filed as Exhibits

SIGNATURE
JOINT FILING AGREEMENT
EX-99.1 3 a2057684zex-99_1.htm EXHIBIT 99.1 Prepared by MERRILL CORPORATION
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EXHIBIT 99.1

Following is a list of each executive officer, director or person controlling Cascade setting forth the business address and present principal employment (and the name and address of any corporation or organization in which such employment is conducted) of each person. The persons named below are citizens of the United States of America.

Name		Position with Cascade		Principal Employment and Business Address
Michael Larson		Manager (and executive officer)		Manager Cascade Investment, L.L.C. 2365 Carillon Point Kirkland, WA 98033
William H. Gates III		Member (and controlling person)		Chairman of the Board Microsoft Corporation One Microsoft Way Redmond, WA 98052

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EXHIBIT 99.1
EX-99.2 4 a2057684zex-99_2.htm EXHIBIT 99.2 Prepared by MERRILL CORPORATION
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EXECUTION COPY

NOTE PURCHASE AGREEMENT

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").

INTRODUCTION

1. Seller desires to sell to Buyer and Buyer desires to purchase from Seller the convertible promissory note (the "Note") in the form attached as Exhibit A;

2. The Note is 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 Seller on the terms and conditions set forth in the Note;

3. The Gabelli Stockholders beneficially own, directly or indirectly, 24,000,000 shares of Class B Common Stock, par value $0.001 per share ("Class B Common Stock"), of the Seller, representing approximately 98% of the combined voting power of the outstanding Capital Stock (as hereinafter defined) of the Seller; and

4. As a condition to its agreement to purchase the Note, Buyer has required, and in consideration for the benefits to the Seller from such purchase the Gabelli Stockholders have agreed to grant to Buyer, certain rights with respect to Buyer's Class A Common Stock.

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, the parties hereto agree as follows:

AGREEMENT

1. Purchase and Sale.

1.1 Purchase and Sale. At the Closing, as defined in Section 1.3 below, Buyer shall purchase from Seller, and Seller shall issue and sell to Buyer, the Note and Buyer and Seller shall enter into a Registration Rights Agreement in the form of Exhibit B (the "Registration Rights Agreement"). The Note is convertible into shares of Class A Common Stock of the Seller (the "Conversion Shares") on the terms provided therein.

1.2 Purchase Price. In consideration for the Note, Buyer shall pay to Seller, by wire transfer in immediately available funds, One Hundred Million U.S. Dollars (U.S. $100,000,000) (the "Consideration").

1.3 Closing. The closing of the purchase and sale of the Note hereunder (the "Closing") shall be held at the offices of Sullivan & Cromwell, 125 Broad Street, New York, New York 10004, at 10:00 A.M. on August 13, 2001, or at such other time and place upon which the parties shall agree (the "Closing Date"). The Closing shall be effective upon the receipt by the parties of the agreements, documents, instruments and consideration described in Section 3.

2. Representations and Warranties.

2.1 Seller's Representations and Warranties. Except as disclosed in Exhibit C, Seller represents and warrants to Buyer as follows:

2.1.1 Organization; Standing and Power. The Seller is a corporation duly organized and validly existing under the laws of the State of New York, has all requisite power and authority to own, lease, and operate its properties and to carry on its business as now being conducted, and is duly qualified and in good standing to do business in each jurisdiction in which it is required to be so qualified by applicable laws. Each of the Seller's Subsidiaries is a corporation or other business entity duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has all requisite power and authority to own, lease and operate its properties and to carry on its business as now conducted, and is duly qualified and in good standing in each jurisdiction in which it is required to be so qualified by applicable laws.

"Subsidiary" means (i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by the Seller or one or more of the other Subsidiaries (or a combination thereof) and (ii) any partnership (A) the sole general partner or the managing general partner of which is the Seller or a Subsidiary or (B) the only general partners of which are the Seller or one or more Subsidiaries (or any combination thereof).

"Capital Stock" means (i) in the case of a corporation, corporate stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (iii) in the case of a partnership, partnership interests (whether general or limited) and (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

"Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or government or agency or political subdivision thereof (including any subdivision or ongoing business of any such entity or substantially all of the assets of any such entity, subdivision or business).

2.1.2 Capital Structure; Ownership of Shares. The authorized Capital Stock of the Seller consists of one hundred million (100,000,000) shares of Class A Common Stock, of which 5,762,100 shares are issued and outstanding (the "Class A Shares"), one hundred million (100,000,000) shares of Class B Common Stock, of which 24,000,000 shares are issued and outstanding (together with the Class A Shares, the "Shares"), and ten million (10,000,000) shares of Preferred Stock, par value $.0001 per share, none of which are issued and outstanding. All of the Shares have been duly authorized and validly issued, are fully paid and nonassessable, and were issued in compliance with applicable federal and state securities laws. The Conversion Shares have been duly authorized and reserved for issuance out of the Seller's authorized and unissued shares of Class A Common Stock and, when issued upon conversion of the Note, will be validly issued, fully paid and nonassessable. Other than as disclosed in Seller's SEC Reports (as defined below), there are not any options, warrants, calls, convertible or exchangeable securities or rights, commitments, agreements, contracts, understandings, restrictions, arrangements, or rights of any character to which the Seller or any of its Subsidiaries is a party or by which any of them or any of their assets may be bound to issue, deliver, or sell, or cause to be issued, delivered, or sold, additional shares of the Capital Stock of the Seller or any of its Subsidiaries, or obligating the Seller or any of its Subsidiaries to grant, extend, or enter into any such option, warrant, call, conversion right, commitment, agreement, restriction, or right. There are no outstanding obligations of the Seller or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Capital Stock of the Seller

or any of its Subsidiaries. Other than as disclosed in the Seller's SEC Reports (as defined below), there are no voting trusts or other agreements or understandings to which the Seller, any of its Subsidiaries or any of the Gabelli Stockholders is a party with respect to the holding, voting or disposing of Capital Stock of the Seller or any of its Subsidiaries. Except as described in Seller's SEC Reports or in a schedule hereto delivered to Buyer on or prior to the date hereof, neither the Seller nor any of its Subsidiaries has any outstanding bonds, debentures, notes or other obligations or other securities (other than the Shares) that entitle the holders thereof to vote with the stockholders of the Seller or any of its Subsidiaries on any matter or which are convertible into or exercisable for securities having such a right to vote that are not owned by the Seller or another Subsidiary. Delivery of the Conversion Shares to Buyer upon conversion of the Note will vest valid title thereto in Buyer, free and clear of all liens, encumbrances, claims, and limitations of every kind (collectively, "Liens") other than any attributable to actions or omissions by Buyer or any of its Affiliates.

2.1.3 Subsidiaries. Seller's SEC Reports disclose each of its Subsidiaries required to be described in such SEC Reports. Except as otherwise disclosed in the SEC Reports, all of the issued and outstanding shares of Capital Stock of each Subsidiary of the Seller have been duly authorized, are validly issued, fully paid and (except for general partner interests) nonassessable and are owned by the Seller, directly or through Subsidiaries, free and clear of all Liens.

2.1.4 Authority. Seller has all requisite corporate power and authority to enter into this Agreement, the Registration Rights Agreement and the Note and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement, the Registration Rights Agreement and the Note and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate actions on the part of Seller. Each of this Agreement, the Registration Rights Agreement and the Note has been duly executed and delivered by Seller and constitutes a valid and binding obligation of Seller enforceable in accordance with its terms, except that such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, or other similar laws relating to enforcement of creditors' rights generally, (ii) general equitable principles and (iii) to the extent that indemnification provisions of the Registration Rights Agreement may be limited by applicable federal or state securities law.

2.1.5 No Conflict. The execution and delivery of this Agreement, the Registration Rights Agreement and the Note and the consummation of the transactions contemplated hereunder and thereunder will not violate, conflict with, constitute a default or breach under, (i) any laws, rules or regulations of any governmental, administrative or regulatory authority (including without limitation stock or commodity exchanges, securities associations and other self-regulatory bodies (collectively, "Self-Regulatory Organizations")) (collectively, "Governmental Authorities") that are applicable to the Seller or any of its Subsidiaries (collectively, "Applicable Laws"), (ii) any provisions of the certificate of incorporation or bylaws (or comparable constituent or governing documents) of the Seller or any of its Subsidiaries, or (iii) any material agreement, contract, or instrument to which Seller or any of its Subsidiaries or any of their assets may be bound or of any judgment, order or decree of any Governmental Authority to which Seller may be bound, nor will the execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Note by the Seller result in the creation of any Lien upon the Shares or any material asset or right of the Seller or any of its Subsidiaries, except, in the case of clause (iii), for such violations, conflicts, defaults or breaches that would not, individually or in the aggregate, have a material adverse effect on (i) the business, operations, affairs, financial condition, assets, property, results of operations or prospects of the Seller and its Subsidiaries, taken as a whole, (ii) the ability of the Seller to perform any of its material obligations under this Agreement, the Registration Rights Agreement or the Note or (iii) the validity or enforceability of this Agreement,

the Registration Rights Agreement or the Note (each, a "Material Adverse Effect"). No consent, approval, authorization or order of, or filing or registration with, any Governmental Authority is required for the execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Note by the Seller and the consummation by the Seller of the transactions contemplated hereby and thereby.

2.1.6 Litigation. Except as disclosed in the Seller's SEC Reports (as defined below), there is no pending or, to the best of Seller's knowledge, threatened legal or governmental actions, proceedings, suits or investigations or any arbitrations or labor disputes (collectively, "Litigation") to which the Seller or any of its Subsidiaries is a party or by which any material portion of any of their assets, taken as a whole, may be bound, which Litigation, if adversely determined, would have a Material Adverse Effect.

2.1.7 Accuracy of Reports; Financial Statements. All registration statements, reports or other documents required to be filed with the Securities and Exchange Commission (the "SEC") by the Seller during the twelve month period preceding the date of this Agreement under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (collectively, the "SEC Reports"), have been duly and timely filed, were in substantial compliance with the requirements of their respective forms when filed, were complete and correct in all material respects as of the dates at which the information was furnished, and contained (as of such dates) no untrue statement of a material fact or omitted to state material fact necessary in order to make the statements made therein in light of the circumstances in which made not misleading. True and complete copies of the SEC Reports have been delivered to Buyer by the Seller. The financial statements of the Seller included in the SEC Reports (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied and fairly present the consolidated financial position of the Seller and any its Subsidiaries at the dates thereof and the consolidated results of operations and consolidated cash flows of the Seller and its Subsidiaries for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments that are not material in amount or effect). Except as set forth in the SEC Reports, neither the Seller nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Seller or in the notes thereto, other than (i) liabilities and obligations in the respective amounts reflected or reserved against in the most recent consolidated balance sheet included in the Financial Statements or (ii) other liabilities and obligations incurred in the ordinary course of business since the date of the most recent consolidated balance sheet included in the Financial Statements (the "Balance Sheet Date") which, individually or in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect. Since the Balance Sheet Date there have been no changes in the financial condition, results of operations, business, properties or prospects of the Seller or its Subsidiaries that, individually or in the aggregate, have had, or could be reasonably expected to have, a Material Adverse Effect.

2.1.8 Solvency; No Default. The Seller has sufficient funds, assets and cash flow to pay its debts and other liabilities as they become due, and does not have unreasonably small capital for the conduct of its business as currently conducted and proposed to be conducted in the future. Neither the Seller nor any of its Subsidiaries is in violation of its certificate of incorporation or bylaws (or comparable constituent or governing documents) or is in default (or, with the giving of notice, lapse of time or both, would be in default) under any material loan, agreement or other obligation, except in the case of any material loan agreement or other obligation, for such defaults which, individually or in the aggregate, would not have a Material Adverse Effect. Each of the Seller and each of its Subsidiaries has complied, and is in compliance, in all material respects with

all Applicable Laws and has all material licenses, permits and other authorizations required to conduct its business as currently conducted ("Permits"), except where the failure to have any such Permits would not, individually or in the aggregate, have a Material Adverse Effect. All such Permits are in full force and effect and no proceeding is pending or, to the knowledge of the Seller and its Subsidiaries, threatened to revoke, modify or rescind any such Permit.

2.1.9 Disclosure. No representation or warranty of the Seller contained in this Agreement, the Registration Rights Agreement and the Note or the exhibits attached hereto (when read together and taken as a whole), contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein in light of the circumstances under which they were made not misleading.

2.1.10 Accounting Controls. Each Subsidiary of the Seller that is registered as a broker-dealer has adopted recordkeeping systems that comply with the requirements of Section 17 of the Exchange Act, and the rules thereunder and the rules of all Self-Regulatory Organizations having jurisdiction over such Subsidiary, and maintains its records in accordance therewith. Each of the Seller and its Subsidiaries has devised and maintained systems of internal accounting controls sufficient to provide reasonable assurances that (1) all transactions are executed in accordance with management's general or specific authorization, (2) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with generally accepted accounting principles consistently applied with respect to broker-dealers, if applicable, or any other criteria applicable to such statements, (3) access to the property and assets of the Seller and its Subsidiaries is permitted only in accordance with management's general or specific authorization and (4) the recorded amounts for items is compared with the actual levels at reasonable intervals and appropriate action is taken with respect to any differences.

2.1.11 Brokerage Fees. Neither the Seller nor any of its Subsidiaries has paid, or is obligated to pay, to any Person any brokerage or finder's fees in connection with the transactions contemplated by this Agreement.

2.2 Gabelli Stockholders' Representations and Warranties. Each Gabelli Stockholder, solely with respect to itself, represents and warrants to the Buyer as follows:

2.2.1 Authority. Each Gabelli Stockholder (other than Gabelli) is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by each Gabelli Stockholder (other than Gabelli) of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate actions on the part of such Gabelli Stockholder. This Agreement has been duly executed and delivered by each Gabelli Stockholder and constitutes a valid and binding obligation of such Gabelli Stockholder enforceable in accordance with its terms, except that such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, or other similar laws relating to enforcement of creditors' rights generally, and (ii) general equitable principles.

2.2.2 No Conflict. The execution and delivery of this Agreement by each Gabelli Stockholder, and the consummation of the transactions contemplated hereunder will not violate, conflict with, constitute a default or breach under, (i) any laws, rules or regulations of any Governmental Authority that are applicable to such Gabelli Stockholder, (ii) except in the case of Gabelli, any provisions of the certificate of incorporation or bylaws of such Gabelli Stockholder, or (iii) any material agreement, contract, or instrument to which such Gabelli Stockholder may be bound or of any judgment, order or decree of any Governmental Authority to which such Gabelli Stockholder may be bound, nor will the execution, delivery and performance of this Agreement result in the creation of any Lien upon any of the Shares or Conversion Shares, except, in the case

of clause (iii), for such violations, conflicts, defaults or breaches that would not, individually or in the aggregate, have a Material Adverse Effect. No consent, approval, authorization or order of, or filing or registration with, any Governmental Authority is required for the execution, delivery and performance of this Agreement by any Gabelli Stockholder and the consummation of the transactions contemplated hereby.

2.2.3 Ownership of Securities. Each Gabelli Stockholder is the record and/or beneficial owner, directly or indirectly, of the number of shares of Class B Common Stock and the number of shares of Class A Common Stock set forth on the signature page to this Agreement. No Gabelli Stockholder is the record or beneficial owner of any other securities of the Seller.

"Beneficial Owner" and "beneficial ownership" shall have the meaning assigned to such terms in Rules 13d-3 and 13d-5 promulgated under the Exchange Act (or any successor rules).

2.3 Buyer's Representations and Warranties. Buyer makes the following representations and warranties.

2.3.1 Investment Purpose. The Buyer is purchasing the Note as principal for its own account for investment only and not with a present view towards the public sale or distribution thereof, other than sales or distributions registered or exempt from registration under the Securities Act of 1933, as amended (the "1933 Act").

2.3.2 Accredited Investor Status. The Buyer is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D and has such business and financial experience as is required to give it the capacity to protect its own interests in connection with the purchase of the Note.

2.3.3 Reliance on Exemptions. The Buyer understands that the Note is being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Seller is relying upon the truth and accuracy of, and the Buyer's compliance with, the representations, warranties, agreements, covenants, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Note.

2.3.4 Information. The Buyer has been furnished with all materials relating to the business, finances and operations of the Seller and materials relating to the offer and sale of the Note which have been requested by the Buyer. Buyer has been afforded the opportunity to ask questions of the Seller and has received what the Buyer believes to be satisfactory answers to any such inquiries. None of the foregoing or any other due diligence investigation conducted by the Buyer or any of its advisors or representatives shall modify, amend or affect in any respect the Seller's representations and warranties contained in Section 2.1 above or the Buyer's right to rely on them. The Buyer understands that its investment in the Note involves a significant degree of risk.

2.3.5 Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Note.

2.3.6 Transfer or Resale. The Buyer understands that (i) no public market now exists for the Note and that the Seller has made no assurances that a public market will ever exist for the Note, (ii) the Note has not been and is not being registered under the 1933 Act or any applicable state securities laws, and may not be transferred unless (a) the transfer is registered pursuant to an effective registration statement under the 1933 Act, (b) the transfer qualifies for the exemption afforded by Rule 144A or Rule 144 under the 1933 Act (or a successor rule), (c) the Buyer shall have delivered to the Seller an opinion of counsel (which opinion shall be reasonably satisfactory to the Seller) to the effect that the Note to be sold or transferred may be sold or transferred

pursuant to another exemption from such registration or (d) the transfer is pursuant to the Put Option or Change of Control Put Option (as such terms are defined in the Note), and (iii) neither the Seller nor any other person is under any obligation to register such Note under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement).

2.3.7 Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act as contemplated by the Registration Rights Agreement, the Conversion Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Note) and any other legends required by the laws of any State in which such securities will be issued:

(i): Legend for the Note:

NEITHER THIS NOTE NOR THE SHARES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND EXCEPT FOR ANY TRANSFERS SPECIFICALLY AUTHORIZED UNER THE TERMS OF THIS NOTE, NEITHER THIS NOTE NOR SUCH SHARES MAY BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT REGISTRATION THEREOF UNDER THE 1933 ACT OR COMPLIANCE WITH RULE 144 OR RULE 144A PROMULGATED UNDER THE 1933 ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED. TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN IS ALSO SUBJECT TO RESTRICTIONS UNDER THE TERMS HEREOF.

(ii): Legend for the Conversion Shares:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT REGISTRATION THEREOF UNDER THE 1933 ACT OR COMPLIANCE WITH RULE 144 OR RULE 144A PROMULGATED UNDER THE 1933 ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.

The legends set forth above (other than the last sentence of the legend in clause (i)) shall be removed and the Seller shall issue a certificate without such legend to the holder of any certificate upon which it is stamped if, unless otherwise required by applicable state securities laws, (a) such security is sold pursuant to an effective registration statement filed under the 1933 Act, (b) such holder provides the Seller with an opinion of counsel, satisfactory to the Seller, to the effect that a public sale or transfer of such security may be made without registration under the 1933 Act and such sale or transfer is effected or (c) such holder provides the Seller with reasonable assurances that all of the securities represented by such certificate can then be sold pursuant to Rule 144 under the 1933 Act (or successor rule thereto). The Buyer agrees to sell all Conversion Shares, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any.

2.3.8 Authorization; Enforcement. The Buyer represents and warrants to the Seller that (i) the Buyer has all requisite limited liability company power and authority and has taken all requisite limited liability company action to execute and deliver this Agreement and the

Registration Rights Agreement, to purchase the Note to be purchased by it and to carry out and perform all of its obligations under this Agreement, and (ii) each of this Agreement and the Registration Rights Agreement constitutes the legal, valid and binding obligation of the Buyer, enforceable in accordance with its terms, except (1) as limited by applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors' rights generally and by equitable principles generally and (2) to the extent that indemnification provisions in the Registration Rights Agreement may be limited by applicable federal or state securities laws.

2.3.9 Brokerage Fees. The Buyer has not paid, nor is obligated to pay, to any Person any brokerage or finder's fees in connection with the transactions contemplated by this Agreement.

3. Deliveries at Closing.

3.1 Deliveries by Buyer at the Closing. At the Closing, Buyer shall deliver the following items to Seller (and in the case of Section 3.1.2, to the Gabelli Stockholders):

3.1.1 The Consideration, by wire transfer in immediately available funds;

3.1.2 An executed copy of this Agreement; and

3.1.3 An executed copy of the Registration Rights Agreement.

3.2 Deliveries by Seller at the Closing. At the Closing, Seller shall deliver the following items to Buyer (and in the case of Section 3.2.2, to the Gabelli Stockholders):

3.2.1 The executed Note;

3.2.2 An executed copy of this Agreement;

3.2.3 An executed copy of the Registration Rights Agreement;

3.2.4 An opinion of Seller's legal counsel, dated as of the Closing Date, in substantially the form of Exhibit D attached hereto; and

3.2.5 An executed copy of the Letter of Credit (as defined below).

3.3 Deliveries by the Gabelli Stockholders at the Closing. At the Closing, the Gabelli Stockholders shall deliver the following items to Buyer (and, in the case of Section 3.3.1, to the Seller):

3.3.1 An executed copy of the Agreement; and

3.3.2 An opinion of counsel to the Gabelli Stockholders, dated as of the Closing Date, in substantially the form of Exhibit E attached hereto.

4. Covenants.

4.1 Reservation of Shares. Seller shall at all times have authorized and reserved for the purpose of issuance pursuant to the conversion of the Note the total number of shares of Class A Common Stock into which the Note may be converted (as such number may be adjusted from time to time pursuant to the terms of the Note) (the "Maximum Number"). If at any time the number of shares of Class A Common Stock authorized and reserved for issuance pursuant to the conversion of the Note is for any reason below the Maximum Number, the Seller and the Gabelli Stockholders will promptly take or cause to be taken all corporate action necessary to authorize and so reserve a number of such shares equal to the Maximum Number, including without limitation calling a special meeting of shareholders to authorize additional shares to meet the Seller's and the Gabelli Stockholders' obligations hereunder, and using their reasonable best efforts to obtain shareholder approval of such an increase in the authorized number of shares.

4.2 NYSE Listing. Seller shall promptly secure the listing of all the Conversion Shares issued upon conversion of the Note upon the New York Stock Exchange, Inc. or such other national securities exchange, automated inter-dealer quotation system or over-the-counter market upon which shares of Class A Common Stock are then listed, and shall maintain, so long as any other shares of Class A Common Stock shall be so listed, such listing of such shares of Class A Common Stock.

4.3 Security. At Closing, the Seller shall deliver to the Buyer an irrevocable letter of credit (the "Letter of Credit") in the form of Exhibit F hereto. The Letter of Credit shall be issued by The Chase Manhattan Bank (the "Letter of Credit Issuer"). If at any time prior to the exercise of the Put Option on the Exercise Date and the payment of the Put Consideration payable on the Exercise Date by the Seller or pursuant to the Letter of Credit the long-term rating of the senior unsecured debt of the Letter of Credit Issuer falls below AA- by Standard & Poor's Ratings Group or Aa3 by Moody's Investor Service, Inc., the Seller shall promptly, but in no event later than thirty (30) days after such event, deliver to the Buyer in exchange for the Letter of Credit a substitute letter of credit of the same tenor as the Letter of Credit issued by a financial institution reasonably satisfactory to the Buyer and whose senior unsecured debt has a long-term rating of at least AA- by Standard & Poor's Ratings Group and Aa3 by Moody's Investor Service, Inc., and after such delivery such substitute letter of credit and such financial institution shall be deemed to be the Letter of Credit and Letter of Credit Issuer, respectively, for all purposes of this Section 4.3. The Letter of Credit shall serve as security for the full and faithful performance by the Seller of its obligations under the Put Option and the repayment of the Note and accrued and unpaid interest thereon as a result of an Event of Default on or prior to the Exercise Date. If the Buyer elects to exercise the Put Option with respect to any Exercise Date and the Seller fails to deliver all or any portion of the Put Consideration on such Exercise Date, Buyer, in its sole discretion, may draw upon the Letter of Credit the portion (which may be all) of the Put Consideration not paid by the Seller on such Exercise Date (the "Unpaid Portion") and upon receipt of the Unpaid Portion by the Buyer under the Letter of Credit, the Put Consideration shall be deemed to have been paid in full by the Seller. If the Buyer does not exercise the Put Option on or prior to the Exercise Date or if it converts the Note in full into the Conversion Shares, it will return the Letter of Credit to the Seller within five days after the Exercise Date or the date of such conversion. Capitalized terms used but not defined in this Section that are defined in the Note shall have the meanings assigned to such terms in the Note and, without limitation, if the Exercise Date is extended as provided in the Note all references herein to the Exercise Date shall be to the Exercise Date as so extended.

4.4 Tag-Along Right. If any Gabelli Entity (as defined below), acting individually or together in any combination with any other Gabelli Entity (collectively, the "Transferor"), proposes to sell, contract to sell, or otherwise transfer or dispose of, directly or indirectly, in one transaction or a series of related transactions, (each, a "Transfer") Voting Stock (as defined below) of the Seller, which represents 20% or more of the total voting power of all the then outstanding shares of Voting Stock of Seller to a Person other than a Gabelli Entity (the "Purchaser"), the Transferor shall provide written notice (a "Transfer Notice") to the Buyer no later than 30 days prior to the consummation of the Transfer specifying all the material terms and conditions of the Transfer, including but not limited to the type and number of shares of Voting Stock to be transferred, the nature and amount of the consideration to be paid by the Purchaser, the identity of the Purchaser and any conditions to the Transfer. If a change occurs in the nature or amount of consideration to be paid by the Purchaser or in any other material terms or conditions of the Transfer, the Transferor shall immediately deliver to the Buyer a new Transfer Notice. If the Buyer elects to sell Conversion Shares in connection with the Transfer by delivering written notice to the Transferor in writing within 10 days after the date on which the Buyer received the Transfer Notice, then the Transferor will not consummate the Transfer unless (i) it does so at a price at least as high and on other terms and conditions at least as favorable as those specified in the Transfer Notice and (ii) simultaneously with the consummation of the Transfer the Purchaser also purchases from the Buyer, at the same price and on the other terms and conditions

specified in the Transfer Notice, a percentage of the number of Conversion Shares then beneficially owned by it equal to the percentage obtained by dividing (i) the number of shares of Voting Stock being sold by the Transferor in the Transfer by (ii) the total number of shares of Voting Stock then beneficially owned by all of the Gabelli Entities and multiplying that quotient by 100. Gabelli shall cause any Gabelli Entity that is not a party to this Agreement who becomes the record or beneficial owner of any Voting Stock of the Seller after the date of this Agreement (a "New Gabelli Stockholder") to comply with the requirements of this Section and to execute and delivery, on or prior to the date on which it acquires such record or beneficial ownership, a written undertaking to Buyer, in form and substance reasonably satisfactory to the Buyer, that such New Gabelli Stockholder will comply with the requirements of this Section 4.4 as if it was a Gabelli Stockholder, and thereafter such New Gabelli Stockholder shall be deemed to be a Gabelli Stockholder for all purposes of this Section.

A "Gabelli Entity" shall mean Gabelli, the spouse or any child or grandchild of Gabelli, or any Person in which Gabelli and/or one or more of such other individuals has a controlling interest or beneficially owns, directly or indirectly, (i) a majority of the number of outstanding shares of Capital Stock of such Person and/or (ii) Voting Stock of such Person which represents 50% or more of the total voting power of all the then outstanding shares of Voting Stock of such Person, and shall also mean any testamentary, charitable or similar trust or foundation of which Gabelli and/or one or more of such other individuals is a grantor, beneficiary, trustee or person having similar management authority.

"Voting Stock" means, with respect to any Person, Capital Stock of such Person that is entitled to vote generally in the election of directors (or, in the case of Persons that are not corporations, persons performing similar functions) of such Person.

5. Survival of Representations and Warranties. All representations, warranties, agreements and covenants contained in this Agreement shall survive the Closing; provided, however, that a claim for a breach of a representation or warranty (but not for a breach of a covenant or agreement) must be brought within one (1) year of the execution of this Agreement. In the event Buyer brings a claim within such one (1) year period, such representations and warranties shall continue to survive solely with regard to such claim until such claim has been finally resolved and satisfied. Buyer's rights under this Agreement shall not be affected by any knowledge it may have with respect to the Seller, its Subsidiaries or their businesses.

6. Miscellaneous.

6.1 Entire Agreement. This Agreement and the documents listed in Section 3.2 (other than the opinion of Seller's legal counsel) represents the entire agreement among the parties with respect to the transactions contemplated herein and supersede all prior agreements, written or oral, with respect thereto. This Agreement may be amended only by an instrument that is executed and authorized by all parties hereto.

6.2 Expenses. Without limiting Section 6.6, Buyer and Seller will pay their own respective expenses, including attorneys' fees, in connection with the negotiation of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated by this Agreement.

6.3 Successors and Assigns. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, however, that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by either party without the prior written consent of the other party.

6.4 Governing Law; Consent to Jurisdiction. Except as stated below, this Agreement shall be governed by the laws of the State of Washington. The parties hereby irrevocably and unconditionally submit in any legal action or proceeding relating to this Agreement to the non-exclusive general jurisdiction of the courts of the United States located in the Western District of Washington and, in any such action or proceeding, consent to jurisdiction in such courts and waive any objection to the venue in any such court. In the event that the federal court selected by Buyer shall not have jurisdiction, Seller agrees to submit to the jurisdiction of the courts of the State of Washington located in King County. In the event Buyer transfers or assigns the Note to a person not an affiliate (as defined in Rule 405 under the 1933 Act), then this Agreement shall be governed by and construed in accordance with the laws of the State of New York and the consent to jurisdiction in the State of Washington stated above is hereby revoked.

6.5 Nonwaiver. The failure of either party to insist upon strict adherence to any one or more of the covenants and restrictions in this Agreement, on one or more occasion, shall not be construed as a waiver, nor deprive either party of the right to require strict compliance thereafter with the same. All waivers must be in writing and signed by the waiving party.

6.6 Attorneys' Fees and Expenses. In any suit or action brought to enforce this Agreement, or to obtain an adjudication, declaratory or otherwise, of rights hereunder, the losing party shall pay to the prevailing party reasonable attorneys' fees and all other costs and expenses that may be incurred by the prevailing party in such action. The foregoing shall be in addition to, and shall not limit, any other rights that the non-breaching party may have against the breaching party at law or in equity.

6.7 Publicity. Seller shall not issue any public statement (such as press releases, letters to shareholders, speeches and similar statements) concerning the beneficial owner of Buyer without the prior written consent of the Buyer; provided, however, that such disclosure may be made if such approval has been requested and not received and the Seller concludes (after consulting with counsel) that it is required by law or stock exchange regulation to make such disclosure in a press release or other public statement. With respect to any press release issued by Seller, Seller shall use reasonable efforts to provide copies to Buyer prior to public dissemination thereof and shall incorporate Buyer's comments to such press release, if any, in good faith.

6.8 Notices. Any notice required or permitted to be given under the terms of this Agreement shall be sent by certified or registered mail (return receipt requested) or delivered personally or by courier (including a recognized overnight delivery service) or by facsimile and shall be effective for five days after being placed in the mail, if mailed by regular U.S. mail, or upon receipt, if delivered personally or by courier (including a recognized overnight delivery service) or by facsimile, in each case addressed to a party. The addresses for such communications shall be:

If to the Seller or any Gabelli Stockholder:

Gabelli Asset Management Inc.
One Corporate Center
Rye, New York 10580
Attn: James E. McKee, Esq.
Facsimile: (914) 921-3700

With copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036

Attn: Richard Prins, Esq.
Facsimile: (212) 735-3000

If to Buyer:

Cascade Investment LLC
2365 Carillon Point
Kirkland, WA 98033
Attn: Michael Larson
Facsimile: (425) 893-8758

With copy to:

Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Attn: Duncan C. McCurrach, Esq.
Facsimile: (212) 558-3588

Each party shall provide notice to the other of any changes in address.

6.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

6.10 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person or entity or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons, entities or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

6.11 Construction. Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any person, or which such person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such person, whether or not expressly specified in such provision. The construction of this Agreement shall not be affected by which party drafted this Agreement.

6.12 Headings. The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

(the remainder of this page has been intentionally left blank)

SIGNATURE PAGE—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 Agreement as of the date first mentioned above.

SELLER		BUYER
GABELLI ASSET MANAGEMENT INC.		CASCADE INVESTMENT LLC
By:	/s/ ROBERT S. ZUCCARO	By:	/s/ MICHAEL LARSON
GABELLI STOCKHOLDERS
/s/ MARIO J. GABELLI MARIO J. GABELLI (113,265 Shares of Class A Common Stock) (24,000,000 Shares of Class B Common Stock)
GABELLI GROUP CAPITAL PARTNERS, INC. (0 Shares of Class A Common Stock) (24,00,000 Shares of Class B Common Stock)
By:	/s/ JAMES E. MCKEE
RYE HOLDINGS, INC. (0 Shares of Class A Common Stock) (8,400,000 Shares of Class B Common Stock)
By:	/s/ JAMES E. MCKEE
RYE CAPITAL PARTNERS, INC. (0 Shares of Class A Common Stock) (240,000 Shares of Class B Common Stock)
By:	/s/ JAMES E. MCKEE

EXHIBIT A

FORM OF CONVERTIBLE PROMISSORY NOTE

(see execution version of convertible promissory note attached as Exhibit 99.3 to Schedule 13D)

EXHIBIT B

FORM OF REGISTRATION RIGHTS AGREEMENT

(see execution version of Registration Rights Agreement attached as Exhibit 99.4 to Schedule 13D)

EXHIBIT C

SELLER'S DISCLOSURE SCHEDULE

Schedule 2.1.2

Gabelli Asset Management Inc. ("Gabelli") has an outstanding exchange offer to the shareholders of Gabelli Securities, Inc. ("GSI"), a majority-owned subsidiary of Gabelli, pursuant to which the shareholders of GSI may exchange each of their shares of Common Stock of GSI for four shares of Class A Common Stock of Gabelli.

EXHIBIT D

FORM OF OPINION OF COUNSEL TO SELLER

EXHIBIT E

FORM OF OPINION OF COUNSEL TO GABELLI STOCKHOLDERS

EXHIBIT F

FORM OF LETTER OF CREDIT


[CHASE LOGO]
The Chase Manhattan Bank P.O. Box 29016 Brooklyn, NY 11202-9016		ISSUE DATE: AUGUST 13, 2001 L/C NO.: U-21658
Cable Address: CHAMANBANK New York
Advising Bank		APPLICANT:
********DIRECT********		GABELLI ASSET MANAGEMENT, INC. GABELLI GROUP CAPITAL PARTNERS, INC. 401 THEODORE FREMD AVE. RYE, N.Y. 10580
Beneficiary MAIL TO CASCADE INVESTMENT, LLC 2365 CARILLON POINT KIRKLAND, WA 98033 ATTN: MICHAEL LARSON		AMOUNT: USD 103,250,000.00 (ONE HUNDRED THREE MILLION TWO HUNDRED FIFTY THOUSAND AND 00/100 UNITED STATES DOLLARS)

WE HEREBY ESTABLISH THIS IRREVOCABLE STANDBY LETTER OF CREDIT NO. U-216158 IN YOUR FAVOR, FOR AN AGGREGATE AMOUNT NOT TO EXCEED THE AMOUNT INDICATED ABOVE, FOR THE ACCOUNT OF GABELLI ASSET MANAGEMENT INC. AND GABELLI GROUP CAPITAL PARTNERS, INC EXPIRING AT OUR COUNTERS IN NEW YORK WITH OUR CLOSE OF BUSINESS ON AUGUST 22, 2003.

THIS LETTER OF CREDIT IS AVAILABLE WITH THE CHASE MANHATTAN BANK, NEW YORK AGAINST PRESENTATION OF YOUR DRAFT AT SIGHT DRAWN ON THE CHASE MANHATTAN BANK, NEW YORK WHEN ACCOMPANIED BY YOUR STATEMENT IN THE FORM OF ANNEX A, ATTACHED HERETO, APPROPRIATELY COMPLETED AND PURPORTEDLY SIGNED BY AN AUTHORIZED SIGNATORY OF YOUR COMPANY.

ON OR BEFORE AUGUST 22, 2003, THIS LETTER OF CREDIT MAY BE CANCELLED UPON RECEIPT BY THE CHASE MANHATTAN BANK OF THE ORIGINAL OF THIS LETTER OF CREDIT NO. U-216158, TOGETHER WITH YOUR WRITTEN STATEMENT PURPORTEDLY SIGNED BY AN AUTHORIZED SIGNATORY OF YOUR COMPANY READING AS FOLLOWS: "WE HEREBY AUTHORIZE THE CHASE MANHATTAN BANK TO CANCELL AND CONSIDER LETTER OF CREDIT NO. U-216158 AS TERMINATED. THE ORIGINAL OF LETTER OF CREDIT NO. U-216158 IS ATTACHED HERETO".

THIS LETTER OF CREDIT SETS FORTH IN FULL THE TERMS OF OUR UNDERTAKING, AND SUCH UNDERTAKING SHALL NOT IN ANY WAY BE MODIFIED, AMENDED, AMPLIFIED OR LIMITED BY REFERENCE TO ANY DOCUMENTS, INSTRUMENT OR AGREEMENT REFERRED TO HEREIN, OR IN WHICH THIS LETTER OF CREDIT IS REFERRED TO, OR TO WHICH THIS LETTER OF CREDIT RELATES AND ANY SUCH REFERENCE SHALL NOT BE DEEMED TO INCORPORATE HEREIN BY REFERENCE ANY SUCH DOCUMENTS, INSTRUMENT OR AGREEMENT.

DRAFTS DRAWN HEREUNDER MUST BE MARKED DRAWN UNDER THE CHASE MANHATTAN BANK LETTER OF CREDIT NUMBER U-216158 DATED AUGUST 13, 2001. "ALL CORRESPONDENCE AND ANY DRAWINGS HEREUNDER ARE TO BE DIRECTED TO OUR OFFICE AT 4 CHASE METROTECH CENTER, 8TH FLOOR, BROOKLYN, NEW YORK

11245 ATTENTION: STANDBY LETTER OF CREDIT DEPARTMENT. CUSTOMER INQUIRY NUMBERS ARE (718) 242-6410 AND (718) 242-4914.

WE HEREBY AGREE WITH YOU THAT DRAFTS DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT WILL BE DULY HONORED.

EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, THIS CREDIT IS ISSUED SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES 1998, INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 590 (ISP98)

ANNEX A TO LETTER OF CREDIT NO. U-216158.

THE CHASE MANHATTAN BANK
4 METROTECH CENTER
8TH FLOOR
BROOKLYN, NEW YORK 11245
ATTENTION: STANDBY LC DEPARTMENT

THIS STATEMENT IS BEING DELIVERED BY THE UNDERSIGNED TO THE CHASE MANHATTAN BANK LETTER OF CREDIT NUMBER U-216158 DATED AUGUST 13, 2001 (THE "LETTER OF CREDIT").

THIS DRAW IN THE AMOUNT OF $ DOES NOT EXCEED THE AMOUNT THAT IS NOW DUE AND OWING TO THE UNDERSIGNED PURSUANT TO THE TERMS OF THE CONVERTIBLE PROMISSORY NOTE DATED AUGUST 2001 (THE "NOTE") ISSUED BY GABELLI ASSET MANAGEMENT INC. A NEW YORK CORPORATION, IN FAVOR OF THE UNDERSIGNED.

THE DATE THIS DRAWING IS BEING PRESENTED IS WHICH IS EITHER (I) AFTER AUGUST , 2002, OR IF THE LETTER OF CREDIT SHALL NOT HAVE BEEN CANCELLED BY NOTICE FROM THE UNDERSIGNED TO THE BANK PRIOR TO JULY , 2002, IS AFTER AUGUST , 2003, OR (2) AFTER AN EVENT OF DEFAULT UNDER THE NOTE HAS OCCURRED AND THE UNDERSIGNED HAS ACCELERATED PAYMENT UNDER SUCH NOTE.

CASCADE INVESTMENT LLC

BY:
NAME:
TITLE:

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EXECUTION COPY

NOTE PURCHASE AGREEMENT
INTRODUCTION
AGREEMENT
(the remainder of this page has been intentionally left blank)
SIGNATURE PAGE—NOTE PURCHASE AGREEMENT

EXHIBIT A

FORM OF CONVERTIBLE PROMISSORY NOTE

EXHIBIT B

FORM OF REGISTRATION RIGHTS AGREEMENT

EXHIBIT C

SELLER'S DISCLOSURE SCHEDULE

EXHIBIT D

FORM OF OPINION OF COUNSEL TO SELLER

EXHIBIT E

FORM OF OPINION OF COUNSEL TO GABELLI STOCKHOLDERS

EXHIBIT F

FORM OF LETTER OF CREDIT
ANNEX A TO LETTER OF CREDIT NO. U-216158.
EX-99.3 5 a2057684zex-99_3.htm EXHIBIT 99.3 Prepared by MERRILL CORPORATION
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EXECUTION COPY

NEITHER THIS NOTE NOR THE SHARES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND EXCEPT FOR ANY TRANSFERS SPECIFICALLY AUTHORIZED UNDER THE TERMS OF THIS NOTE, NEITHER THIS NOTE NOR SUCH SHARES MAY BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT REGISTRATION THEREOF UNDER THE ACT OR COMPLIANCE WITH RULE 144 OR RULE 144A PROMULGATED UNDER THE ACT, OR UNLESS GABELLI ASSET MANAGEMENT INC. HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO GABELLI ASSET MANAGEMENT INC., THAT SUCH REGISTRATION IS NOT REQUIRED. TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN IS ALSO SUBJECT TO RESTRICTIONS UNDER THE TERMS HEREOF.

CONVERTIBLE PROMISSORY NOTE

$100,000,000.00		Dated: August 14, 2001
		Rye, New York

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 "Interest Payment Date") at the rate of (i) 6.5% per annum for the period from and including the Issue Date to but excluding August 14, 2002 and (ii) 6.0% per annum for the period from and including August 14, 2002 to but excluding August 14, 2011, until the principal hereof is paid or made available for payment; provided, however, that (i) upon the occurrence and during the continuance of an Event of Default (as defined below) this Note and (ii) any principal and any such installment of interest which is overdue, in each case shall bear interest at the rate of 15% per annum (or, if less, the maximum interest rate permitted by the laws of the State of Washington). The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name this Note is registered at the close of business on the day immediately prior to such Interest Payment Date (whether or not a Business Day). Payment of the principal of and interest on this Note will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

Any payments in respect of this Note shall first be applied to Enforcement Costs (as defined below), then to interest and then to principal. If it is ever determined that any rate of interest payable in respect of this Note exceeds the maximum rate (if any) prescribed by applicable law, then any portion of interest payments representing any amounts in excess of said maximum shall be applied as provided in the preceding sentence.

As used herein, "Maturity" means the date on which the principal of this Note becomes due and payable as provided herein, whether at its stated maturity, by declaration of acceleration or otherwise

and "Holder" means, at any time, the person in whose name this Note is registered in the Note Register (as defined below).

This Convertible Promissory Note ("Note") is issued by Gabelli pursuant to that certain Note Purchase Agreement, dated as of August 10, 2001 (the "Purchase Agreement"), among Gabelli, Cascade and the Gabelli Stockholders. Capitalized terms not otherwise defined in this Note shall have the meaning set forth in the Purchase Agreement, which definitions are incorporated herein.

No Redemption or Prepayment

Gabelli agrees and acknowledges that the conversion feature of this Note during the term of the Note is a valuable right and that the Holder would not have purchased this Note without assurances that the Note would not be called or prepaid by Gabelli. Accordingly, Gabelli acknowledges and agrees that it shall not be entitled to and will not, without the consent of the Holder, make any prepayments of principal on this Note other than pursuant to an acceleration of this Note or Forced Conversion (as hereinafter defined), in each case as provided below.

Events of Default

"Event of Default", wherever used with respect to this Note, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgement, decree or order of any court or any order, rule or regulation of any Governmental Authority):

(a): Payment Default. Gabelli shall fail to pay or cause to be paid all or any portion of the principal of or interest on this Note when it becomes due and payable, and, in the event of failure to pay interest on the Note, such failure continues for 10 days and time for payment has not been extended or deferred by the Holder; or
(b): Letter of Credit Default. The Letter of Credit Issuer shall fail to honor a conforming draw under the Letter of Credit or Gabelli shall breach its obligations with respect to the Letter of Credit contained in Section 4.3 of the Purchase Agreement, and such failure continues for 5 days and time for payment has not been extended or deferred by the Holder; or
(c): Put Option Default. Gabelli shall fail to pay or cause to be paid all or any portion of the Put Consideration when it becomes due and payable, and such failure continues for 5 days and time for payment has not been extended or deferred by the Holder; or
(d): Change of Control Put Option Default. Gabelli shall fail to pay or cause to be paid all or any portion of the Change of Control Put Consideration when it becomes due and payable; or
(e): Breach of Representation or Warranty. Any representation or warranty made by Gabelli in the Purchase Agreement shall prove to have been untrue or misleading when made in any respect that is material and adverse to the value of the Holder's investment in the Note or the Conversion Shares; provided, however, that this shall constitute an Event of Default only if Cascade or one of its Affiliates (as defined below) is the Holder and if the Holder accelerates this Note as provided below during the period in which any such representation and warranty survives as provided in the Purchase Agreement; or
(f): Breach of Other Covenants or Failure of any Condition. Gabelli shall fail to perform, keep or observe any agreement or covenant contained in this Note or the Purchase Agreement that is not covered by clauses (a) through (e) above, and any such failure shall remain unremedied for thirty (30) days after written notice thereof shall have been given to Gabelli by the Holder; provided, however, that if any such failure is not susceptible to cure within 30 days and Gabelli commences to cure such failure within said 30-day period, then no Event of Default shall be

deemed to have occurred if Gabelli diligently prosecutes said cure thereafter to completion and cures said failure by the sixtieth (60th) day after the date of said notice; or

(g): Cross Defaults (Payment and Other). Gabelli or any of its Subsidiaries that are at the time significant subsidiaries of Gabelli within the meaning of Rule 1-02(w) of Regulation S-X promulgated by the SEC as of the date of this Note (each, a "Significant Subsidiary") shall be in default under indebtedness for borrowed money with an aggregate principal amount of twenty five million dollars ($25,000,000) or more to any person or persons and such default (i) shall constitute a failure to make any payment of or with respect to such indebtedness or (ii) permits the holder thereof to accelerate the payment of such indebtedness or otherwise causes such indebtedness to become due and payable prior to its stated maturity. Notwithstanding the foregoing, there shall not be an Event of Default under this section (g) until expiration of, without cure, any period for cure contained in any other agreement regarding such indebtedness; or
(h): Judgments. A final judgment or final order (not covered by insurance, treating deductibles, self-insurance and retentions as not so covered) for the payment of money in excess of $25.0 million in the aggregate for all such judgments and orders is entered by a court or courts of competent jurisdiction against Gabelli or any of its Significant Subsidiaries and shall not be paid or discharged, and there shall be a period of 60 consecutive days after the final judgment or order that causes such aggregate amount to exceed $25.0 million during which a stay of enforcement of such final judgment or order is not in effect; or
(i): Involuntary Bankruptcy Events. The entry by a court having jurisdiction in the premises of a decree or order (A) for relief in respect of Gabelli, any of its Significant Subsidiaries or, prior to the expiration or return to Gabelli of the Letter of Credit, the Letter of Credit Issuer (if a substitute Letter of Credit is not delivered by Gabelli to the Holder within 60 days of such decree or order) (each, a "Subject Entity") in an involuntary case or proceeding under any applicable Federal or state bankruptcy, insolvency, reorganization or other similar law or (B) adjudging any Subject Entity bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any Subject Entity under any applicable Federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of any Subject Entity or of any substantial part of any property of any Subject Entity, or ordering the winding up or liquidation of the affairs of any Subject Entity, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or
(j): Voluntary Bankruptcy Events. Any Subject Entity commences a voluntary case or proceeding under any applicable Federal or state bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated as bankrupt or insolvent, or the consent by any Subject Entity to the entry of a decree or order for relief in respect of it in an involuntary case or proceeding under any applicable Federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by any Subject Entity of a petition or answer or consent seeking reorganization or relief under any applicable Federal or state law, or the consent by any Subject Entity to the filing of such a petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of such Subject Entity or of any substantial part of such Subject Entity's property, or the making by any Subject Entity of an assignment for the benefit of creditors, or the admission by any Subject Entity in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by any Subject Entity in furtherance of any such action.

If an Event of Default (other than an Event of Default specified in clause (i) or (j) above with respect to Gabelli) occurs and is continuing, the Holder may declare the principal amount of this Note and all accrued and unpaid interest hereon to be immediately due and payable. If an Event of Default specified in clause (i) or (j) above occurs with respect to Gabelli, the principal amount of the Note and all accrued and unpaid interest hereon shall automatically become and be immediately due and payable without any declaration or other act on the part of the Holder or any other Person.

Conversion Rights

The Holder shall have the right to convert this Note as provided in Exhibit A hereto, which Exhibit shall be incorporated by reference herein.

If the Closing Price (as hereinafter defined) of the Common Stock is at least 125%, 150%, 175% or 200%, as the case may be, of the Conversion Price (as hereinafter defined) on each Trading Day (as hereinafter defined) during any period of 20 consecutive Trading Days (each, a "Qualified Trading Period") occurring within any six month period beginning on the Exercise Date (as hereinafter defined) or any six month anniversary thereof and ending on the next six month anniversary of the Exercise Date (each, a "Six Month Period"), then on any date on or after the tenth Business Day following the last trading day of any such Qualified Trading Period during such Six Month Period (each a "Conversion Date") Gabelli may convert any portion of the Unpaid Principal Amount which, together with the aggregate principal amount of this Note that has been converted by the Holder on or prior to such Conversion Date or by Gabelli pursuant to this provision with respect to such Six Month Period, does not exceed the Maximum Conversion Amount (as defined below) with respect to such Six Month Period, into fully paid and nonassessable shares of Common Stock (calculated as to each conversion to the nearest full share of Common Stock) at the Conversion Price in effect on the applicable Conversion Date by delivering written notice to that effect to the Holder on or prior to such Conversion Date; provided, however, that notwithstanding the foregoing to the extent that any prior conversions by the Holder prevented Gabelli from converting the full Maximum Conversion Amount with respect to any Six Month Period and Gabelli caused the conversion of all of the Unpaid Principal Amount that it was permitted to convert with respect to such Six Month Period, then to such extent such prior conversions by the Holder shall not be taken into account in calculating the Unpaid Principal Amount that Gabelli is entitled to convert in any subsequent Six Month Period pursuant to the foregoing provisions. After any conversion pursuant to the foregoing, the Holder shall have the right and option (the "Share Put Option"), but not the obligation, exercisable by delivering a written notice (the "Share Put Notice") to Gabelli no later than the tenth day after the Conversion Date, to cause Gabelli to purchase up to 50% of the Conversion Shares issued in such conversion (the "Forced Conversion Shares") for a purchase price per share in cash equal to the average of the Closing Prices for the five Trading Days immediately following the date on which the Share Put Notice is delivered to Gabelli (the "Share Put Consideration"). The closing of any Share Put Option will be held at 10:00 A.M. at the principal executive offices of the Holder on the ninth Trading Day immediately following the date on which the Share Put Notice is delivered to Gabelli, or at such other time and place upon which the Holder and Gabelli shall agree. At such closing, Gabelli shall pay the Share Put Consideration to the Holder in cash by wire transfer of immediately available funds against the delivery to Gabelli of a certificate representing the Forced Conversion Shares with respect to which the Share Put Option has been exercised, duly endorsed to Gabelli or in blank, and concurrently with such delivery Gabelli shall, or shall cause the applicable transfer agent for such shares to, duly execute and deliver to the Holder a new share certificate representing the number of Forced Conversion Shares with respect to which the Share Put Option has not been exercised.

The "Maximum Conversion Amount" means, with respect to any Six Month Period, (i) $25 million, if the Closing Price during each of the 20 consecutive Trading Days during the first Qualified Trading Period in such Six Month Period with respect to which Gabelli has effected a

conversion pursuant to the foregoing provisions (the "Qualified Trading Price") is at least 125% but less than 150% of the Conversion Price, (ii) $50 million, if the Qualified Trading Price is at least 150% but less than 175% of the Conversion Price, (iii) $75 million, if the Qualified Trading Price is at least 175% but less than 200% of the Conversion Price, or (iv) $100 million, if the Qualified Trading Price is at least 200% of the Conversion Price.

Except as otherwise provided above, any conversion pursuant to the foregoing clauses (each, a "Forced Conversion") shall be made in accordance with the provisions of Exhibit A. If Gabelli effects a Forced Conversion, then on such Conversion Date the Holder shall surrender the Note at the principal executive offices of Gabelli (which, if Gabelli shall so require, shall be duly endorsed to Gabelli or in blank, or be accompanied by proper instruments of transfer to Gabelli or in blank), accompanied by irrevocable written notice to Gabelli specifying the name or names (with address or addresses) in which a certificate or certificates evidencing the full number of shares of Common Stock issuable upon such conversion are to be issued and Gabelli shall deliver such certificate or certificates registered in the name(s) and in the denominations set forth in such instructions, together with a cash adjustment in respect of any fraction of a share of Common Stock and, if less than all of the Unpaid Principal Amount is being converted, a new Note of like tenor with an Unpaid Principal Amount equal to the portion not being converted. Any such conversion shall be deemed to have been made as of the applicable Conversion Date, and the person or persons entitled to receive the Common Stock deliverable upon conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Stock on such date.

Put Option

The Holder shall have the right and option, but not the obligation, to cause Gabelli to purchase all or any portion of the Unpaid Principal Amount of this Note (the "Put Option") on August 14, 2002 (the "Exercise Date") for a purchase price in cash equal to 100% of the principal amount of the Note to be purchased plus accrued and unpaid interest thereon to but excluding the Exercise Date (the "Put Consideration"). The Put Consideration shall be payable to the Holder by wire transfer of immediately available funds on the Exercise Date against the delivery to Gabelli of this Note duly endorsed to it or in blank; provided, however, that if only a portion of the principal amount of this Note is being purchased, then concurrently with such delivery Gabelli shall duly execute and deliver to the Holder a new Note of the same tenor as this Note but with a principal amount equal to the principal amount of this Note not being purchased. In order to exercise the Put Option, the Holder must deliver a written notice of its election to exercise to Gabelli at least 30 days prior to the Exercise Date. Notwithstanding the foregoing, if the Holder has not delivered written notice of its election to exercise the Put Option in whole, the Holder may change the Exercise Date to August 14, 2003 by delivering a written notice of such change to Gabelli at least 30 days prior to August 14, 2002, and from and after the delivery of such written notice the Exercise Date shall be deemed to be August 14, 2003 for all purposes of this Note. The closing of any exercise of the Put Option will be held at 10:00 A.M. at the principal executive offices of the Holder on the Exercise Date, or at such other time and place upon which the Holder and Gabelli shall agree.

Change of Control Put Option

If a Change of Control or a Key Executive Change occurs at any time, the Holder shall have the right and option, but not the obligation, to cause Gabelli to purchase on the Change of Control Exercise Date (as defined below) all or any portion of the Unpaid Principal Amount of this Note (the "Change of Control Put Option") for a purchase price in cash equal to 101% of the principal amount of the Note to be purchased plus accrued and unpaid interest thereon to but excluding the Change of Control Exercise Date (the "Change of Control Put Consideration"). The Put Consideration shall be payable to the Holder by wire transfer of immediately available funds on the Change of Control

Exercise Date against the delivery to Gabelli of this Note duly endorsed to it or in blank; provided, however, that if only a portion of the principal amount of this Note is being purchased, then concurrently with such delivery Gabelli shall duly execute and deliver to the Holder a new Note of the same tenor as this Note but with a principal amount equal to the principal amount of this Note not being purchased. Gabelli shall give the Holder prompt written notice if a Change of Control or a Key Executive Change occurs (a "Notice"). In order to exercise the Change of Control Put Option with respect to any Change of Control or Key Executive Change, the Holder must deliver a written notice of its election to exercise to Gabelli within 30 days after it has received the Notice relating thereto and the closing of any exercise of the Change of Control Put Option will be held at 10:00 A.M. at the principal executive offices of the Holder on the 30th day after Gabelli receives such written notice, or at such other time and place upon which the Holder and Gabelli shall agree (the "Change of Control Exercise Date").

"Change of Control" means the occurrence of any of the following: (i) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more related transactions, of all or substantially all of the properties and assets of Gabelli and its Subsidiaries, taken as a whole, to any Person or group (as such term is defined for purposes of Rule 13d-5 under the 1934 Act or any successor rule), (ii) the adoption of a plan relating to the liquidation or dissolution of Gabelli, (iii) the consummation of any transaction or other event (including, without limitation, any merger or consolidation) the result of which is that any "person" (as defined above), other than Mario J. Gabelli and the Gabelli Entities (considered as a single Person solely for this purpose), becomes the "beneficial owner" (as such term is defined in Rule 13d-3 and Rule 13d-5 under the 1934 Act), directly or indirectly, of more than 40% of the total voting power of all the then outstanding shares of Voting Stock of Gabelli or any Person with which Gabelli consolidates or into which Gabelli merges, and more of the total voting power of all such shares than is beneficially owned at such time by Mario J. Gabelli and the Gabelli Entities (considered as a single Person solely for this purpose), or (iv) the first day on which a majority of the members of the Board of Directors of Gabelli are not Continuing Directors.

"Continuing Directors" means, as of any date of determination, any member of the Board of Directors of Gabelli who (i) was a member of such Board of Directors on the Issue Date or (ii) was nominated for election or elected to such Board of Directors with the approval, recommendation or endorsement of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

"Key Executive Change" shall be deemed to have occurred at any time that (for any reason) Mario J. Gabelli ceases to provide the predominant executive leadership to Gabelli and its Subsidiaries, taken as a whole.

Limitation on Funded Indebtedness

Prior to the Exercise Date, as such date may be extended, Gabelli shall not, and shall not permit any of its consolidated Subsidiaries, to create, issue, incur (by conversion, exchange or otherwise), assume, guarantee, otherwise become liable for, or suffer to exist, any Funded Indebtedness (other than Indebtedness to Gabelli or one of its wholly owned Subsidiaries and other than the Note) in excess of $200,000,000 outstanding at any time.

"Funded Indebtedness" means, with respect to any Person at any date of determination, any Indebtedness of such Person that by its terms matures more than one year after the date in question or which is renewable or extendible at the option of such Person for a period ending one year or more after the date in question.

"Indebtedness" means, with respect to any Person at any date of determination (without duplication):

(a): all indebtedness of such Person for borrowed money;
(b): all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;
(c): all obligations of such Person in respect of letters of credit or other similar instruments (including reimbursement obligations with respect thereto), but excluding obligations with respect to the Letter of Credit, other letters of credit securing any Indebtedness and letters of credit entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if drawn upon, to the extent such drawing is reimbursed no later than the third Business Day following receipt by such Person of a demand for reimbursement);
(d): all obligations of such Person to pay the deferred and unpaid purchase price of property or services, which purchase price is due more than one year after the date of placing such property in service or taking delivery and title thereto or the completion of such services, except trade payables;
(e): all guaranties, endorsements, assumptions and other contingent obligations in respect of, or to purchase or otherwise acquire, Indebtedness of other Persons;
(f): all Indebtedness of other Persons secured by a Lien on the property or assets of such Person; and
(g): all lease obligations that are required to be capitalized on the balance sheet of such person in accordance with GAAP.

The amount of Indebtedness of any Person as of any determination date shall be the outstanding balance on such date in the case of unconditional obligations and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation; provided that:

(1): the amount outstanding at any time of any Indebtedness issued at a price less than its principal or face amount at maturity shall be the amount of the liability in respect thereof determined in accordance with GAAP; and
(2): the amount of Indebtedness secured by a Lien on any asset of a Person shall be the lesser of (i) the fair market value of such asset as of the determination date and (ii) the amount of such Indebtedness.

Information Obligations

Gabelli will deliver to the Holder (without duplication):

(a): as soon as available and in any event within 90 days after the end of each fiscal year of Gabelli, a consolidated balance sheet of Gabelli and its Subsidiaries as of the end of such fiscal year and the related statements of operations and cash flow for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, and accompanied by a report thereon of an independent public accountant of nationally recognized standing;
(b): as soon as available and in any event within 45 days after the end of each of the first three quarters of each fiscal year of Gabelli, a consolidated balance sheet of Gabelli and its Subsidiaries as of the end of such quarter and the related statements of operations and cash

flow for such quarter and for the portion of Gabelli's fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of Gabelli's previous fiscal year, all certified (subject to normal year-end adjustments) as to fairness of presentation, consistency and, except for the absence of footnotes, generally accepted accounting principles by the chief financial officer or the chief accounting officer of Gabelli;

(c): promptly upon the furnishing thereof to the security holders of Gabelli or any of its Subsidiaries generally, copies of all financial statements, reports, proxy statements and any other information or reports so furnished;
(d): as soon as available, all filings of Gabelli pursuant to the 1933 Act and the 1934 Act (other than Schedules 13D and 13G, Forms 13F and Forms 3, 4 and 5), if any, with the Securities and Exchange Commission; and
(e): within five days after any officer of Gabelli obtains knowledge of any Event of Default or any event which, with notice or lapse of time or both, would constitute an Event of Default (a "Default"), if such Event of Default or Default is then continuing, a certificate of the chief financial officer or the chief accounting officer of Gabelli setting forth the details thereof and the action which Gabelli is taking or proposes to take with respect thereto.

Notwithstanding the foregoing, if Gabelli is then subject to the reporting requirements under Section 13 or 15(d) of the 1934 Act or any successor statute, (i) the delivery to the Holder of Gabelli's Annual Report on Form 10-K or any successor form for the relevant fiscal year within the time periods provided for in clause (a) shall satisfy the requirements of such clause and (ii) the delivery to the Holder of Gabelli's Quarterly Report on Form 10-Q or any successor form for the relevant fiscal quarter within the time periods provided for in clause (b) shall satisfy the requirements of such clause.

Consolidation, Merger and Sale of Assets

Gabelli will not consolidate or merge with or into (whether or not Gabelli is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties and assets of Gabelli and its Subsidiaries taken as a whole in one or more related transactions, to any other Person unless:

(a): the Person formed by or surviving any such consolidation or merger (if other than Gabelli) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the "Successor Company") is a corporation, partnership, limited liability company or other similar business entity organized and validly existing under the laws of the United States, any state thereof or the District of Columbia;
(b): the Successor Company assumes all the obligations of Gabelli under the Notes and the Purchase Agreement pursuant an agreement in form and substance reasonably satisfactory to the Holder; and
(c): immediately after such transaction no Event of Default or event which, with notice or lapse of time or both, would constitute an Event of Default exists.

Upon any consolidation of Gabelli with, or merger of Gabelli into, any other Person or any transfer, conveyance, sale, lease or other disposition of all or substantially all of the properties and assets of Gabelli and its Subsidiaries taken as a whole in one or more related transactions in accordance with this paragraph, the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, Gabelli under this Note and the Purchase Agreement with the same effect as if such Successor Company had been named as Gabelli herein, and thereafter, except in the case of a

lease, Gabelli shall be relieved of all obligations and covenants under this Note and the Purchase Agreement.

Transfer and Related Provisions

The Holder shall not offer, sell, contract to sell or otherwise dispose of this Note without the prior written consent of Gabelli; provided, however, that the Holder shall be permitted to transfer the Note (i) to any of its Affiliates and (ii) to any other Person (A) in connection with a transfer of substantially all of the investments of the original Holder, (B) if the Holder is legally precluded from holding this Note and (C) during the continuance of an Event of Default, provided, that such transferee agrees to be bound by the terms contained herein.

"Affiliate" means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any specified Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

Gabelli shall keep at its principal office a register (the "Register") in which shall be entered the name and address of the registered holder of this Note and particulars of this Note and of all permitted transfers of this Note. Upon surrender for registration of a permitted transfer of this Note to Gabelli, Gabelli shall execute and deliver, in the name of the designated transferee or transferees, one or more new Notes, of any denominations of $1,000,000 and multiples thereof and like aggregate principal amount. Notwithstanding the foregoing, Gabelli shall not be required to register the transfer of or exchange this Note unless it has been duly endorsed. All Notes issued upon any registration of transfer or exchange of this Note shall be the valid obligations of Gabelli, evidencing the same debt, and entitled to the same benefits, as this Note.

No service charge shall be made for any registration of transfer or exchange of this Note, but Gabelli may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

Prior to due presentment of this Note for registration of a permitted transfer, Gabelli and its agents may treat the Person in whose name it is registered as the owner of this Note for all purposes whatsoever, whether or not it is overdue and neither Gabelli nor any of its agents shall be affected by notice to the contrary.

Replacement of Note

If this Note has been mutilated and is surrendered to Gabelli, Gabelli shall execute and deliver in exchange a new Note of the same principal amount and bearing a number not then outstanding. If the Holder shall deliver to Gabelli (i) evidence reasonably satisfactory to Gabelli that this Note has been destroyed, lost or stolen and (ii) such security or indemnity as may be required by Gabelli to hold it and its agents harmless, then, in the absence of notice that this Note has been acquired by a bona fide purchaser, Gabelli shall execute and deliver, in lieu of this Note, a new Note of a like principal amount and bearing a number not then outstanding. The provisions of this paragraph are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Miscellaneous

Gabelli waives presentment for payment, demand, notice of nonpayment, notice of protest and protest of this Note, and all notices in connection with the delivery, acceptance, or dishonor of this Note.

Gabelli agrees that (a) if for any reason any amount due hereunder is paid by cashier's, certified teller's check or other check, there shall be no discharge of Gabelli's obligation until said check be finally paid by the issuer thereof; and (b) the provisions of RCW 62A.3-311 shall not entitle Gabelli to any accord and satisfaction of any now or hereafter existing claim in dispute between the Holder and Gabelli (or any of their respective successors and assigns), all of which provisions and rights are hereby waived.

The Holder shall not by any act or omission be deemed to waive any of its rights or remedies under this Note or the Purchase Agreement unless such waiver shall be in writing and signed by the Holder, and then only to the extent specifically set forth therein.

No right or remedy herein conferred upon or reserved to the Holder is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

This Note may not be amended other than with the written consent of the Holder and Gabelli.

Upon demand therefor, Gabelli agrees to pay to the Holder all costs and fees arising out of enforcing this Note, whether incurred in any court action, arbitration, or mediation, on appeal, in any bankruptcy (or state receivership or other insolvency or similar proceedings or circumstances), in any forfeiture, and for any post-judgment collection services (collectively, "Enforcement Costs").

Gabelli and, by its acceptance of this Note, the Holder agree that, subject to the specific terms hereof and to the extent that Washington law applies, the provisions of Article 3 of the Uniform Commercial Code of Washington pertaining to instruments shall be applied to this Note, even if this Note is not deemed to be an "instrument" or a "negotiable instrument" thereunder.

If this Note will at any time become subject to the Trust Indenture Act of 1939, Gabelli will make appropriate revisions hereto and will enter into an indenture with an appropriate trustee so as to comply fully with such act.

Except as noted below, this Note shall be governed by and construed in accordance with the laws of the State of Washington. In any court proceeding, Gabelli agrees to submit to the jurisdiction of the federal court selected by the Holder, and venue of any action concerning this Note shall be in King County, Washington state. In the event that the federal court selected by the Holder shall not have jurisdiction, Gabelli agrees to submit to the jurisdiction of the Washington state court in King County selected by the Holder. Gabelli hereby irrevocably waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of such venue and any claim that any such forum is an inconvenient forum. Nothing in this Section shall impair the right of the Holder to bring any action or proceeding against Gabelli or its property in the courts of any other county or jurisdiction and Gabelli irrevocably submits to the nonexclusive jurisdiction of the appropriate courts (as selected by the Holder) of the jurisdiction in which Gabelli is organized or any place where any property or any office of Gabelli is located. In the event Holder transfers or assigns this Note to a person not one of its Affiliates, then this Note shall be governed by and construed in accordance with the laws of the State of New York and the consent to jurisdiction in the State of Washington stated above is hereby revoked.

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, and intending to be legally bound, the undersigned has duly executed and delivered this Note as of the date first written above.

GABELLI ASSET MANAGEMENT INC., a New York Corporation
By:		/s/ ROBERT S. ZUCCARO
Its:		Vice President and CFO

Exhibit A

Conversion Rights

1. Right of Conversion. At the option of the Holder, this Note or any portion of the principal amount hereof which is $1,000,000 or an integral multiple thereof, may be converted at the principal amount hereof, or such portion hereof, into fully paid and nonassessable shares of the Common Stock (calculated as to each conversion to the nearest 1/100 of a share of Common Stock) at the Conversion Price (as hereinafter defined) in effect at the time of conversion, or into such additional or other securities, cash or property and at such other rates as required in accordance with the provisions set forth herein. Such conversion right shall expire at the close of business on August 14, 2011.

2. Conversion Procedures. In order to exercise the conversion right, the Holder shall surrender this Note at the principal executive offices of Gabelli (which, if Gabelli shall so require, shall be duly endorsed to Gabelli or in blank, or be accompanied by proper instruments of transfer to Gabelli or in blank), accompanied by irrevocable written notice to Gabelli to the effect that the Holder elects so to convert this Note or, if less than the entire principal amount hereof is to be converted, the portion hereof to be converted (which notice shall specify the name or names (with address or addresses) in which a certificate or certificates evidencing the shares of Common Stock to be issued upon such conversion are to be issued). Except as otherwise expressly set forth herein, no payment or adjustment shall be made upon any conversion of the Note on account of any interest accrued on this Note or on account of any dividends accrued on the shares of Common Stock issued upon such conversion.

Gabelli shall, as soon as practicable after the surrender of this Note at the office referred to above and compliance with the other conditions herein contained, deliver at such office, to the person or persons entitled thereto (as specified in the applicable written notice of conversion), a certificate or certificates evidencing the number of full shares of Common Stock to which such person or persons shall be entitled as aforesaid, together with a cash adjustment in respect of any fraction of a share of Common Stock as hereinafter provided. Such conversion shall be deemed to have been made as of the date of such surrender of this Note (or, if later, the date of compliance with such other conditions), and the person or persons entitled to receive the Common Stock deliverable upon conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Stock on such date.

If this Note is to be converted in part only, upon such conversion Gabelli shall execute deliver to the Holder, at the expense of Gabelli, a new Note or Notes of like tenor in denominations of $1,000,000 and any integral multiple thereof and with an aggregate principal amount equal to the unconverted portion of the principal amount of this Note.

3. No Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of this Note. Instead of any fractional share of Common Stock that would otherwise be issuable to the Holder upon conversion of this Note (or any specified portion hereof), Gabelli shall pay a cash adjustment in respect of such fractional share in an amount equal to the same fraction of the Closing Price (as hereinafter defined) on the day of conversion.

4. Reservation of Shares; Etc. Gabelli shall at all times reserve and keep available, free from preemptive rights out of its authorized but unissued Common Stock, solely for the purpose of effecting the conversion of this Note, the full number of shares of Common Stock that would then be deliverable upon the conversion of all of the principal amount of this Note and any other outstanding Notes.

If any shares of Common Stock required to be reserved for purposes of conversion of this Note require registration with or approval of any governmental authority under any Federal or State law

before such shares may be issued or freely transferred upon conversion, Gabelli will in good faith and as expeditiously as possible endeavor to cause such shares to be duly registered or approved as the case may be. If the Common Stock is quoted on the New York Stock Exchange or any other U.S. national securities exchange, Gabelli will, if permitted by the rules of such exchange, list and keep listed on such exchange, upon official notice of issuance, all shares of Common Stock issuable upon conversion of this Note and any other outstanding Notes. Notwithstanding the foregoing, the reference to free transferability in the first sentence of this paragraph and the reference to listing in the second sentence of this paragraph shall apply only when this Note shall have become freely transferable under the federal securities laws.

5. Prior Notice of Certain Events. If Gabelli shall authorize any transaction that would require an adjustment to the Conversion Price (other than a transaction referred to in clauses (a) or (c) of Section 6 below) or there shall be a voluntary or involuntary dissolution, liquidation or winding up of Gabelli, then Gabelli shall notify the Holder, at least 20 days (or, in the case of a transaction referred to in clauses (b), (d) or (e) of Section 6 below, 10 days) prior to the applicable record, expiration or consummation date hereinafter specified, a notice stating (i) the record date fixed for the determination of holders of Common Stock entitled to the applicable issuance, dividend or distribution or (ii) the date of expiration of the applicable tender or exchange offer, as the case may be.

6. Adjustment of Conversion Price.

(a) In case Gabelli shall pay or make a dividend or other distribution on any class of Capital Stock of Gabelli payable in Common Stock, the Conversion Price in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such reduction to become effective immediately after the opening of business on the day following the date fixed for such determination. (For the purposes of determining adjustments to the Conversion Price as set forth herein, shares of Common Stock held in the treasury of Gabelli, and distributions or issuances in respect thereof, shall be disregarded.)

(b) In case Gabelli shall issue rights or warrants to all or substantially all holders of its Common Stock entitling them, for a period of not more than 45 days, to subscribe for or purchase shares of Common Stock at a price per share less than the Current Market Price (as hereinafter defined) on the date fixed for the determination of stockholders entitled to receive such rights or warrants, the Conversion Price in effect at the opening of business on the day following the date fixed for termination of such subscription or purchase period shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock actually purchased upon exercise of such rights or warrants would have purchased at such Current Market Price and the denominator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock actually purchased upon exercise of such rights or warrants, such reduction to become effective immediately after the opening of business on the day following the date fixed for such termination.

(c) In case outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately reduced, and conversely, in case outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, the Conversion Price in effect at the opening of business on

the day following the day upon which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective.

(d) In case Gabelli shall, by dividend or otherwise, distribute to all or substantially all holders of its Common Stock evidences of indebtedness, shares of capital stock of any class or series, other securities, cash or assets (other than Stapled Securities (as hereinafter defined), Common Stock, rights or warrants referred to in clause (b) of this Section 6 or a dividend or distribution payable exclusively in cash), the Conversion Price in effect immediately prior to the close of business on the date fixed for the payment of such distribution shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall be the Current Market Price on the date fixed for such payment less the then fair market value (as determined in good faith by the Board of Directors of Gabelli (the "Board of Directors"), whose good faith determination shall be conclusive and described in a resolution of the Board of Directors) of the portion of such evidences of indebtedness, shares of capital stock, other securities, cash and assets distributed per share of Common Stock and the denominator shall be such Current Market Price, such reduction to become effective immediately prior to the opening of business on the day following the date fixed for such payment. If the Board of Directors determines the fair market value of any distribution for purposes of this paragraph by reference to the actual or when-issued trading market for any securities comprising such distribution, in doing so it must consider the prices in such market over the same period used in computing the Current Market Price for such purposes.

(e) In case Gabelli shall, by dividend or otherwise, make a distribution to all or substantially all holders of its Common Stock payable exclusively in cash in an aggregate amount that, when combined with the aggregate amount paid in respect of all other distributions to all or substantially all holders of its Common Stock paid exclusively in cash within the 12 months preceding the date fixed for the payment of such distribution to the extent such amount has not already been applied in a prior adjustment pursuant to this paragraph, exceeds 10% of the product of the Current Market Price on the date fixed for such payment times the number of shares of Common Stock on which such distribution is paid, the Conversion Price in effect immediately prior to the close of business on the date fixed for such payment shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall be the Current Market Price on the date fixed for such payment less the Per Share Distribution Amount (as hereinafter defined) paid in such distribution and the denominator shall be such Current Market Price, such reduction to become effective immediately prior to the opening of business on the day following the date fixed for such payment.

(f) In case Gabelli or any of its Subsidiaries shall consummate a tender or exchange offer for all or any portion of the Common Stock, the Conversion Price in effect immediately prior to the close of business on the date of expiration of such tender or exchange offer shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall be the Current Market Price on such date of expiration less the Per Share Premium Amount (as hereinafter defined) paid in such tender or exchange offer and the denominator shall be such Current Market Price, such reduction to become effective immediately prior to the opening of business on the day following such date of expiration.

(g) In case Gabelli shall, by dividend or otherwise, make a distribution referred to in paragraph (d) or (e) above, the Holder converting this Note (or any portion of the principal amount hereof) subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price adjustment in respect of such distribution shall also be entitled to receive, for each share of Common Stock into which this Note (or portion of the principal amount being converted), the portion of the evidences of indebtedness, shares of capital stock, other securities, cash and assets

so distributed applicable to one share of Common Stock; provided, however, that, at the election of Gabelli (whose election shall be evidenced by a resolution of the Board of Directors) with respect to all holders so converting, Gabelli may, in lieu of distributing to such holder any portion or all of such evidences of indebtedness, shares of capital stock, other securities, cash and assets to which such holder is entitled as set forth above, (i) pay such holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose good faith determination shall be conclusive and described in a resolution of the Board of Directors) or (ii) distribute to such holder a due bill therefor, provided that such due bill (A) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded and (B) requires payment or delivery of such evidences of indebtedness, shares of capital stock, other securities, cash or assets no later than the date of payment thereof to holders of shares of Common Stock receiving such distribution.

(h) Gabelli may make such reductions in the Conversion Price, in addition to those required by the foregoing paragraphs, as it considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes. In addition, Gabelli from time to time may reduce the Conversion Price by any amount for any period of time if the period is at least twenty days, the reduction is irrevocable during the period, and the Board of Directors of Gabelli shall have made a determination that such reduction would be in the best interest of Gabelli, which determination shall be conclusive. Whenever the Conversion Price is reduced pursuant to the preceding sentence, Gabelli shall provide written notice to the Holder of this Note and the holders of any other outstanding Notes of the reduction at least fifteen days prior to the date the reduced Conversion Price takes effect, and such notice shall state the reduced Conversion Price and the period it will be in effect.

(i) Gabelli may not engage in any transaction if, as a result thereof, the Conversion Price would be reduced to below the par value per share of the Common Stock.

(j) No adjustment in the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Conversion Price; provided, however, that any adjustments which by reason of this paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

(k) Whenever the Conversion Price is adjusted as herein provided, Gabelli shall compute the adjusted Conversion Price and shall prepare a certificate signed by the Treasurer of Gabelli setting forth the adjusted Conversion Price and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall be given by Gabelli to the Holder of this Note and the holders of any other outstanding Notes.

7. Stapled Securities.

(a) Prior to a Separation Event (as hereinafter defined) with respect to any Stapled Securities, such Stapled Securities will be deemed, for purposes of the adjustments contemplated hereby, to comprise part of the shares of Common Stock to which such Stapled Securities appertain, and as a result, distributions in respect of such Stapled Securities will be deemed, for such purposes, to be distributions in respect of such shares.

(b) If the Holder converts this Note (or any portion of the principal amount hereof) after a Separation Event with respect to any Stapled Securities, it shall be entitled to receive upon such conversion, in addition to the shares of Common Stock issuable upon such conversion, the same rights to which the Holder would have been entitled under the Stapled Securities that would have appertained to such shares of Common Stock if the Holder had effected such conversion before such Separation Event.

8. Consolidations, Mergers or Sales of Assets. In the event of any consolidation of Gabelli with, or merger of Gabelli into, any other Person, any merger of another Person into Gabelli (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Common Stock) or any sale or transfer of all or substantially all of the assets Gabelli, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall enter into a written agreement with the Holder, in form and substance reasonably acceptable to the Holder, providing that the Holder shall have the right thereafter, during the period in which this Note shall be convertible, to convert this Note (or portion of the principal amount hereof) only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Note (or portion thereof) might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming the Holder (i) is not a Person with which Gabelli consolidated or into which Gabelli merged or which merged into Gabelli or to which such sale or transfer was made, as the case may be, (a "Constituent Person") or an Affiliate of a Constituent Person and (ii) failed to exercise his or her rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer; provided, however, that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by Persons other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (each, a "Non-Electing Share"), then for purposes of this Section 8 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares. Such written agreement shall provide for adjustments which, for events subsequent to the effective date of such agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Exhibit A. The provisions of this Section 8 shall similarly apply to successive consolidations, mergers, sales or transfers. If the conversion rights of the Holder of this Note shall be adjusted pursuant to this Section 8, then Gabelli shall cause to be given to the Holder and any other holders of outstanding Notes, within 5 days after consummation of the transaction triggering such adjustment, a notice describing such adjustment in appropriate detail.

9. Taxes. Gabelli shall pay any and all stock transfer, documentary stamp and other taxes that may be payable in respect of any issuance or delivery of shares of Common Stock or other securities issued or delivered on conversion of this Note. Gabelli shall not, however, be required to pay any such tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock or other securities in a name other than to the Holder, and shall not be required to make any such issuance or delivery unless and until the person otherwise entitled to such issuance or delivery has paid to Gabelli the amount of any such tax or has established, to the satisfaction of Gabelli, that such tax has been paid or is not payable.

10. Certain Definitions. The following definitions shall apply to terms used in this Exhibit A:

"Closing Price" of any common stock on any day means the last reported per share sale price, regular way, of the common stock on such day, or, in case no such sale takes place on such day, the average of the reported closing per share bid and asked prices, regular way, of the common stock on such day, in each case on the New York Stock Exchange or, if the common stock is not listed or admitted to trading on the New York Stock Exchange, on the principal national securities exchange or quotation system on which the common stock is listed or admitted to trading or quoted, or, if the common stock is not listed or admitted to trading or quoted on any national securities exchange or quotation system, the average of the closing per share bid and asked prices of the common stock on such day in the over-the-counter market as reported by a generally accepted national quotation service or, if not so available in such manner, as furnished by any New

York Stock Exchange member firm selected from time to time by the Board of Directors of Gabelli for that purpose or, if not so available in such manner, as otherwise determined in good faith by the Board of Directors (whose good faith determination shall be conclusive and described in a resolution of the Board of Directors).

"Common Stock" shall mean the Class A Common Stock, par value $0.001 per share, of Gabelli or, subject to Section 8, any shares of any class or classes resulting from any reclassifications thereof and which have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of Gabelli and which are not subject to redemption by Gabelli; provided, however, that if at any time there shall be more than one such resulting class, the shares of each such class then so issuable shall be substantially in the proportion which the total number of shares of such class resulting from such reclassification bears to the total number of shares of all such classes resulting from all such reclassifications.

"Conversion Price" initially means $53.00, subject to adjustment from time to time as set forth herein.

"Current Market Price" on any date in question means, with respect to any adjustment in conversion rights as set forth herein, the average of the daily Closing Prices for the Common Stock for the five consecutive Trading Days selected by the Board of Directors commencing not more than 20 Trading Days before, and ending not later than, the earlier of the date in question and the day before the Ex Date with respect to the transaction requiring such adjustment; provided, however, that (i) if any other transaction occurs requiring a prior adjustment to the Conversion Price and the Ex Date for such other transaction falls after the first of the five consecutive Trading Days so selected by the Board of Directors, the Closing Price for each such Trading Day falling prior to the Ex Date for such other transaction shall be adjusted by multiplying such Closing Price by the same fraction by which the Conversion Price is so required to be adjusted as a result of such other transaction and (ii) if any other transaction occurs requiring a subsequent adjustment to the Conversion Price and the Ex Date for such other transaction falls on or before the last of the five consecutive Trading Days so selected by the Board of Directors, the Closing Price for each such Trading Day falling on or after the Ex Date for such other transaction shall be adjusted by dividing such Closing Price by the same fraction by which the Conversion Price is so required to be adjusted as a result of such other transaction.

"Ex Date" means (i) when used with respect to any dividend, distribution or issuance, the first date on which the Common Stock trades regular way on the relevant exchange or in the relevant market from which the Closing Price is obtained without the right to receive such dividend, distribution or issuance, (ii) when used with respect to any subdivision or combination of shares of Common Stock, the first date on which the Common Stock trades regular way on such exchange or in such market after the time at which such subdivision or combination becomes effective, (iii) when used with respect to any tender or exchange offer, the first date on which the Common Stock trades regular way on such exchange or in such market after such tender or exchange offer expires and (iv) when used with respect to any other transaction, the date of consummation of such transaction.

"Per Share Distribution Amount" means, with respect to any distribution, (i) the cash paid in such distribution divided by (ii) the number of shares of Common Stock on which such distribution is paid.

"Per Share Premium Amount" means, with respect to any tender or exchange offer, (i) the Premium Amount paid as part of such tender or exchange offer divided by (ii) the Post-Tender Offer Number of Common Shares.

"Post-Tender Offer Number of Common Shares" means, with respect to any tender or exchange offer, the number of shares of Common Stock outstanding at the close of business on the date of expiration of such tender or exchange offer (before giving effect to the acquisition of shares of Common Stock pursuant thereto) minus the number of shares of Common Stock acquired pursuant thereto.

"Premium Amount" means, with respect to any tender or exchange offer, (i) the Tender Consideration paid in such tender or exchange offer minus (ii) the product of the Current Market Price on the date of expiration of such tender or exchange offer and the number of shares of Common Stock acquired pursuant to such tender or exchange offer.

"Separation Event" has the meaning set forth in the definition of the term "Stapled Securities" below.

"Stapled Securities" means securities issued under any plan or agreement providing in substance that, until such securities are redeemed or the rights thereunder are otherwise terminated or a specified event occurs (a "Separation Event"), (i) a specified number of such securities will appertain to each share of Common Stock then issued or to be issued in the future (including shares issued upon conversion of this Note) and (ii) each such security will be evidenced or represented by the certificate representing the share of Common Stock to which it appertains and will automatically trade with such share.

"Tender Consideration" means, with respect to any tender or exchange offer, the aggregate of the cash plus the fair market value (as determined in good faith by the Board of Directors, whose good faith determination shall be conclusive and described in a resolution of the Board of Directors) of all non-cash consideration paid in respect of such tender or exchange offer.

"Trading Day" means a day on which securities are traded on the national securities exchange or quotation system or in the over-the-counter market used to determine Closing Prices for the Common Stock.

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Conversion Rights
EX-99.4 6 a2057684zex-99_4.htm EXHIBIT 99.4 Prepared by MERRILL CORPORATION
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REGISTRATION RIGHTS AGREEMENT

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").

RECITALS

A. Investor has agreed to purchase from the Company, and the Company has agreed to sell to the Investor, a $100 million convertible promissory note (the "Note") pursuant to a Note Purchase Agreement, dated as of August 10, 2001, by and among the Company, the Investor, Mario J. Gabelli, Gabelli Group Capital Partners, Inc., Rye Holdings, Inc. and Rye Capital Partners, Inc. (the "Purchase Agreement"). The Note is 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 Note.

B. The Company agrees with the Investor for the benefit of the Holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

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

1. INFORMATION

1.1 Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission (as defined below), which may at any time permit the sale of the Registrable Securities (as defined below) to the public without Registration, the Company agrees to use all reasonable efforts to:

(a) Make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act (as defined below), at all times after the date of this Agreement;

(b) File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the 1934 Act (as defined below) (at any time after it has become subject to such reporting requirements); and

(c) So long as any Person owns all or any portion of the Note or any Registrable Securities, furnish to such Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of said Rule 144, and of the Securities Act and the 1934 Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents of the Company as Investor may reasonably request in availing itself of any rule or regulation of the Commission allowing Investor to sell any such securities without Registration.

2. REGISTRATION RIGHTS.

2.1 Definitions. (a) As used in this Agreement and except as otherwise defined herein, the following defined terms shall have the following meanings:

Applicable Securities. The term "Applicable Securities" means in relation to a Registration Statement the Registrable Securities identified in the related Demand Notice or Piggy-back Notice.

Demand Registration Statement. The term "Demand Registration Statement" means a registration statement filed under the Securities Act by the Company pursuant to the provisions of Section 2.2 hereof, including the Prospectus contained therein, any amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement.

Effective Time. The term "Effective Time" means the date on which the Commission declares a Registration Statement effective or on which a Registration Statement otherwise becomes effective.

Form S-3. The term "Form S-3" means such form under the Securities Act as is in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

Holder. The term "Holder" means any holder from time to time of Registrable Securities or securities convertible into, or exercisable or exchangeable for, Registrable Securities.

Notice and Questionnaire. The term "Notice and Questionnaire" means a Notice of Registration Statement and Questionnaire substantially in the form of Exhibit A hereto.

Person. The term "Person" means an individual, partnership, corporation, trust, limited liability company or unincorporated organization, or other entity or organization, including a government or agency or political subdivision thereof.

Prospectus. The term "Prospectus" means the prospectus (including any preliminary prospectus, any final prospectus and any prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A under the Securities Act) included in a Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement and by all other amendments and supplements to such prospectus, including all material incorporated by reference in such prospectus and all documents filed after the date of such prospectus by the Company under the 1934 Act and incorporated by reference therein.

Registrable Securities. The term "Registrable Securities" means: (a) the Class A Common Stock or other securities issuable upon conversion of the Note, (b) any securities (including Class A Common Stock) issued or distributed with respect to, or in exchange for, the 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.

Registrable Securities Then Outstanding. The number of shares of "Registrable Securities then Outstanding" shall mean the number of shares of Class A Common Stock which are

Registrable Securities and are then (1) issued and outstanding or (2) issuable pursuant to the exercise or conversion of the Note.

Registration. The terms "Register," "Registered," and "Registration" refer to a registration effected by preparing and filing a Registration Statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such Registration Statement.

Registration Statement. The term "Registration Statement" means a registration statement filed under the Securities Act by the Company pursuant to the provisions of Section 2 hereof, including the Prospectus contained therein, any amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement.

Registration Expenses. The term "Registration Expenses" means all expenses incident to the Company's performance of or compliance with any Registration of Registrable Securities pursuant to this Agreement, including, without limitation, all registration, filing and National Association of Securities Dealers, Inc. fees, fees of any stock exchange upon which the Registrable Securities are listed, all fees and expenses of complying with securities or blue sky laws, all printing expenses, messenger and delivery expenses, the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits or "comfort" letters required by or incident to such performance and compliance, premiums and other costs of policies of insurance obtained by the Company against liabilities arising out of the public offering of Registrable Securities being registered and any fees and disbursements of underwriters customarily paid by issuers, and fees and disbursements of one counsel retained by the Selling Shareholders, which shall not exceed in the aggregate $20,000, but excluding all transfer taxes, underwriting discounts and commissions, if any, relating to Registrable Securities.

SEC. The term "SEC" or "Commission" means the U.S. Securities and Exchange Commission.

Securities Act. The term "Securities Act" means the Securities Act of 1933, as amended.

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 paragraph (k) 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.

1934 Act. The term "1934 Act" means the Securities Exchange Act of 1934, as amended.

(b) The words "include," "includes" and "including," when used in this Agreement, shall be deemed to be followed by the words "without limitation."

(c) The words "hereof", "herein", and "hereunder" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(d) The terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa.

2.2 Demand Registration.

(a) Request by Holders. If the Company shall receive at any time (but not within 12 months of the effective date of another Demand Registration Statement effected by the Company on behalf of any Holder pursuant to this Section 2.2), a written request ("Demand Notice") from any Holder who holds Registrable Securities in excess of 1% of the then outstanding number of shares of Class A Common Stock (each such Person eligible to make a request, an "Eligible Holder" and each such Person who makes a request, a "Requestor") that the Company file a Registration Statement under the Securities Act covering the Registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within fifteen (15) business days of the receipt of the Demand Notice, give written acknowledgment of such request ("Request Acknowledgment") to each Eligible Holder (if any). If an Eligible Holder desires to include in any such Registration Statement all or any part of the Registrable Securities then held by such Eligible Holder, the Eligible Holder shall, within ten (10) days after receipt of the Request Acknowledgement from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities the Eligible Holder wishes to include in such Registration Statement. Eligible Holders who elect to participate in an offering pursuant to this Section 2.2 or pursuant to Section 2.3 (including but not limited to a Requestor) are referred to collectively as "Selling Shareholders". The Company shall effect, as soon as reasonably practicable, the Registration under the Securities Act of all Applicable Securities which the Selling Shareholders request to be registered and included in such Registration, subject only to the limitations of this Section 2.2; provided that the Applicable Securities requested by the Requestor(s) to be registered pursuant to such request must either: (i) be at least ten percent (10%) of all Registrable Securities then outstanding (but having an anticipated aggregate public offering price of at least $5,000,000) or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $10,000,000.

(b) Underwriting. If a Requestor initiates the Registration request under this Section 2.2 and intends to distribute the Applicable Securities covered by its request by means of an underwritten offering, then the Requestor shall so advise the Company as a part of its request made pursuant to this Section 2.2. In such event, the right of the Selling Shareholders to include their Applicable Securities in such Registration shall be conditioned upon each Selling Shareholder's participation in such underwriting and the inclusion of their Applicable Securities in the underwriting to the extent provided herein. If the Requestor proposes to distribute its securities through such underwriting, each Selling Shareholder shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Requestor, with the consent of the Company, which consent shall not be unreasonably withheld. Notwithstanding any other provision of this Section 2.2, if the underwriter(s) advise(s) the Company and the Selling Shareholders in writing that in its or their opinion the number of securities requested to be registered exceeds the number which can be sold in such offering without materially adversely affecting the pricing, timing or likely success of the offering (with respect to any offering, the "Maximum Number"), then the Company shall so advise the Selling Shareholders and include such Maximum Number in the Registration. The number of shares that may be included in the Registration and the underwriting shall be allocated, first, to the Requestor, and second, to the other Selling Shareholders based on the relative proportion of shares of all such Selling Shareholders requested to be so registered, and third, to the Company and to other securityholders of the Company who have requested that their securities be included in such Registration Statement and who hold contractual registration rights with respect to such securities. If a Selling Shareholder disapproves of the terms of any such underwriting, the Selling Shareholder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the Registration Statement. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the Registration. For purposes of this agreement, an "underwritten offering" shall

be an offering pursuant to which securities are sold to a broker-dealer or other financial institution or group thereof for resale by them to investors.

(c) Maximum Number of Demand Registrations. The Company is obligated to effect only five (5) such Registrations pursuant to this Section 2.2.

(d) Deferral. Notwithstanding the foregoing, if the Company, in the good faith judgment of the Board of Directors of the Company, determines that the filing or the effectiveness of a Registration Statement at that time would interfere with pending financing, acquisition, corporate reorganization or other corporate transaction involving the Company or any of its subsidiaries and would be seriously detrimental to the Company and its shareholders and it is therefore essential to defer the filing of the Registration Statement pursuant to this Section 2.2, then the Company shall have the right to defer such filing for a period of not more than 90 days after receipt of the request of the Requestor or in the case of delaying effectiveness, 180 days after receipt of the request of the Requestor; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period. The Company shall advise the Requestor of any such determination as promptly as reasonably practicable.

(e) Right to Withdraw. The Requestor requesting any Registration pursuant to this Section 2.2 shall have the right to withdraw such request (i) prior to the time the Registration Statement in respect of such Registration has been declared effective, (ii) upon the issuance by a governmental agency or the Commission of a stop order, injunction or other order which interferes with such Registration, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such Registration are not satisfied other than as a result of default by the Selling Shareholders, (iv) such withdrawal is requested by the Requestor because of the occurrence of a significant negative change in market conditions or the Company's business, financial condition, results of operations or prospects since the date of the Demand Notice or (v) if the Company avails itself of Section 2.2(d) hereof; it being understood that such Registration shall be deemed not to have been requested for purposes of Section 2.2 if the Requestor withdraws its request pursuant this Section 2.2(e), provided, that if the Requestor withdraws its request pursuant to clause (i) above, such Requestor agrees to reimburse the Company for the reasonable out-of-pocket expenses the Company has incurred prior to such withdrawal in effecting such Registration. If the Requestor withdraws a request pursuant to this Section 2.2(e) but the Company nevertheless determines to complete, within 30 days after such withdrawal, the Registration so requested as to securities other than the Applicable Securities, the Eligible Holders shall be entitled to participate in such Registration pursuant to Section 2.3 hereof, but in such case the Intended Offering Notice (as defined below) shall be required to be given to the Eligible Holders at least 10 business days prior to the anticipated filing date of the Registration Statement and the Eligible Holders shall be required to give the Piggy-back Notice no later than 5 business days after the Company's delivery of such Intended Offering Notice.

2.3 Piggyback Registrations.

(a) The Company shall notify each Eligible Holder in writing (the "Intended Offering Notice") at least ten (10) business days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of any securities of the Company (other than a registration statement on Form S-8 or Form S-4, or any successor forms thereof). Such Intended Offering Notice shall offer to include in such registration statement for offer to the public such number or amount of Registrable Securities as each such Eligible Holder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the

proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. If an Eligible Holder of Registrable Securities desires to include in any such registration statement all or any part of the Registrable Securities then held, the Eligible Holder shall, within ten (10) days after receipt of the Intended Offering Notice from the Company, so notify the Company in writing (the "Piggy-back Notice"), and in such notice shall inform the Company of the number of Registrable Securities the Eligible Holder wishes to include in such registration statement and offered to the public. Upon the request of the Company, the Selling Shareholders shall enter into such underwriting, custody and other agreements as shall be customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. If the Eligible Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Eligible Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

(b) Underwriting. If a Registration Statement under which the Company gives notice under this Section 2.3 is for an underwritten offering, then the Company shall so advise Eligible Holders. In such event, the right of Eligible Holders to include Registrable Securities in a Registration pursuant to this Section 2.3 shall be conditioned upon the Eligible Holder's participation in such underwriting and the inclusion of Eligible Holder's Registrable Securities in the underwriting to the extent provided herein. Each Selling Shareholder shall, in such event, enter into an underwriting agreement in customary form in connection with registrable secondary offerings with the managing underwriter or underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Agreement, if the underwriter(s) advise(s) the Company and the Selling Shareholders in writing that in its or their opinion the number of securities requested to be Registered exceeds the Maximum Number, then the Company shall so advise the Selling Shareholders and include such Maximum Number in the Registration. The number of shares that may be included in the Registration and the underwriting shall be allocated, first, to the Company, and second, to all Selling Shareholders, based on the relative proportion of shares of all such Selling Shareholders, and third, if any, to other securityholders of the Company who have requested that their securities be included in such Registration Statement and who hold contractual registration rights with respect to such securities. If any Selling Shareholder who has elected to participate in the underwritten offering disapproves of the terms of any such underwriting, such Selling Shareholder may elect to withdraw therefrom by promptly providing written notice to the Company and the underwriter, at any time prior to the sale thereof (or, if applicable, the entry into a binding agreement for such sale). Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the Registration.

(c) Cumulative Rights. The rights of the Holders pursuant to Sections 2.2 and 2.3 are cumulative, and the exercise of rights under one such Section shall not exclude the subsequent exercise of rights under the other such Section (except to the extent expressly provided otherwise herein). Notwithstanding anything herein to the contrary, the Company may abandon and/or withdraw any Registration as to which rights under Section 2.3 may exist at any time and for any reason without liability hereunder. In such event, the Company shall notify each Selling Shareholder that has delivered a Piggy-back Notice to participate therein. No Registration of Applicable Securities effected pursuant to a request under this Section 2.3 shall be deemed to be, or shall relieve the Company of its obligation to effect, a Registration upon request under Section 2.2 hereof. The Company may enter into other registration rights agreements; provided, however, that the rights and benefits of a securityholder with respect to Registration of the Company's securities as contained in any such other agreement shall be consistent with, and no more favorable to such securityholder than, the rights and benefits of holders of Registrable Securities as contained in this Agreement.

2.4 Obligations of the Company.

(a) Registration Expenses. All Registration Expenses incurred in connection with a Registration pursuant to Sections 2.2 and 2.3 shall be borne by the Company. Each Selling Shareholders shall bear its respective proportionate share (based on the total number of shares sold in such Registration) of all underwriting discounts or commissions payable to underwriters or brokers in connection with such offerings.

(b) Registration. Whenever required to effect the Registration of any Applicable Securities under this Agreement, the Company shall, as soon as reasonably practicable:

(i) Prepare, and as soon as reasonably practicable after receiving a Demand Notice or Piggy-back Notice, file with the SEC a Registration Statement relating to the offer and sale of such Applicable Securities on any applicable form, and in the case of a Demand Registration Statement, on any applicable form the Requestor may reasonably request (which may include a "shelf" Registration Statement on Form S-3 for use in connection with a delayed or continuous offering under Rule 415 promulgated under the Securities Act), and use all reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the date of filing of the Registration Statement, and to keep such Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by the Selling Shareholders for resales of the Applicable Securities for a period ending on the earlier of (i) 180 days from the Effective Time of such Registration Statement and (ii) such time as all of such Applicable Securities have been disposed of by the Selling Shareholders.

(ii) Prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement.

(iii) Furnish to each Selling Shareholder or its agents, prior to the Effective Time, a copy of the Registration Statement initially filed with the Commission, and such number of copies of each amendment thereto and each amendment or supplement, if any, to the Prospectus included therein, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Applicable Securities owned by them that are included in such Registration.

(iv) Promptly take such action as may be reasonably necessary so that (i) each of the Registration Statement and any amendment thereto and the Prospectus forming part thereof and any amendment or supplement thereto (and each report or other document incorporated therein by reference in each case), when it becomes effective, complies in all material respects with the Securities Act and the 1934 Act and the respective rules and regulations thereunder, (ii) each of the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) each of the Prospectus forming part of the Registration Statement, and any amendment or supplement to such Prospectus, does not at any time during the period during which the Company is required to keep a Registration Statement continuously effective (other than any period during which it is entitled and elects to postpone offers and sales under Section 2.2(d) (each, a "Postponement Period")) include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(v) Promptly upon learning thereof, advise each Selling Shareholder, and shall confirm such advice in writing if so requested by any such Selling Shareholder:

(a) when the Registration Statement and any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective;

(b) of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus included therein or for additional information;

(c) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for such purpose;

(d) of the receipt by the Company of any notification with respect to the suspension of the qualification of the securities included in the Registration Statement for sale in any jurisdiction or the initiation of any proceeding for such purpose;

(e) following the effectiveness of any Registration Statement, of the happening of any event or the existence of any state of facts that requires the making of any changes in the Registration Statement or the Prospectus included therein so that, as of such date, such Registration Statement and Prospectus do not contain an untrue statement of a material fact and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading (which advice shall be accompanied by an instruction to such Selling Shareholder to suspend the use of the Prospectus until the requisite changes have been made which instruction such Selling Shareholders agree to follow); and

(f) if at any time any of the representations and warranties of the Company contemplated by paragraph (xii) below cease to be true and correct or will not be true and correct as of the closing date for the offering.

(vi) Use its reasonable best efforts to prevent the issuance, and if issued to obtain the withdrawal, of any order suspending the effectiveness of the Registration Statement at the earliest possible time.

(vii) Upon written request, furnish to each Selling Shareholder, without charge, at least one copy of the Registration Statement and all post-effective amendments thereto, including financial statements and schedules, and all reports, other documents and exhibits that are filed with or incorporated by reference in the Registration Statement.

(viii) During the period the Company is required to keep a Registration Statement continuously effective under Section 2.4(b)(i) or elects to keep effective, deliver to each Selling Shareholder and any managing underwriter or agent, without charge, as many copies of the Prospectus included in the Registration Statement and any amendment or supplement thereto and other documents as they may reasonably request to facilitate the distribution of the Applicable Securities; and the Company consents to the use of the Prospectus, with any amendment or supplement thereto, by each of the Selling Shareholders and any managing underwriter or agent in connection with the offering and sale of the Applicable Securities covered by the Prospectus and any amendment or supplement thereto during such period.

(ix) Use reasonable efforts to register or qualify or cooperate with the Selling Shareholders and their respective counsel in connection with the registration or qualification of such Applicable Securities for offer and sale under any applicable securities or "blue sky" laws of such jurisdictions within the United States as any Selling Shareholder may reasonably

request, use reasonable efforts to keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers and sales in such jurisdictions for the period during which the Company is required to keep a Registration Statement continuously effective under Section 2.4(b)(i) or elects to keep effective and take any and all other actions reasonably requested by a Selling Shareholder which are necessary or advisable to enable the disposition in such jurisdictions of such Applicable Securities; provided, however, that nothing contained in this Section shall require the Company to (A) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section or (B) take any action which would subject it to general service of process or taxation in any such jurisdiction if it is not then so subject.

(x) Use reasonable best efforts to cause all such Applicable Securities to be sold pursuant to the Registration Statement to be listed on any securities exchange or automated quotation service on which securities of the Company are listed or quoted.

(xi) Cooperate with the Selling Shareholders to facilitate the timely preparation and delivery of certificates representing Applicable Securities to be sold pursuant to the Registration Statement, which certificates shall comply with the requirements of any securities exchange or automated quotation service on which any securities of the Company are listed and quoted, and which certificates shall be free of any restrictive legends and in such permitted denominations and registered in such names as the Selling Shareholders or any managing underwriter or agent may request in connection with the sale of Applicable Securities pursuant to the Registration Statement.

(xi) Upon the occurrence of any fact or event contemplated by Section 2.4(b)(v)(e) hereof, the Company shall promptly prepare a post-effective amendment or supplement to the Registration Statement or the Prospectus, or any document incorporated therein by reference, or file any other required document so that, after such amendment or supplement, such Registration Statement and Prospectus do not contain an untrue statement of a material fact and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that the Company shall not be required to take any such action during a Postponement Period (but it shall promptly thereafter). In the event that the Company notifies the Selling Shareholders of the occurrence of any event contemplated by Section 2.4(b)(v)(e) hereof, each Seller Shareholder agrees, as a condition of the inclusion of any of such Seller Shareholder's Applicable Securities in the Registration Statement, to suspend the use of the Prospectus until the requisite changes to the Prospectus have been made.

(xii) Enter into such customary agreements (including an underwriting agreement in customary form in the event of an underwritten offering) and take all other reasonable and appropriate action in order to expedite and facilitate the registration and disposition of the Applicable Securities, and in connection therewith, if an underwriting agreement is entered into, cause the same to contain indemnification provisions and procedures substantially identical to those set forth in Section 2.7 hereof with respect to all parties to be indemnified pursuant to Section 2.7 hereof. In addition, in such agreements, the Company will make such representations and warranties to the Selling Shareholders and the underwriters or agents, if any, in form, substance and scope as are customarily made by issuers in primary equity offerings. The Selling Shareholders shall be party to such agreements and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of the Selling Shareholders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of the Selling Shareholders. No Selling Shareholders shall be required to make any representations or warranties to or agreements with the Company or the underwriters or agents other than representations, warranties or agreements relating to such Selling Shareholder, its Applicable Securities and its intended method of distribution or any other representations required by law.

(xiii) Agree, if requested by the managing underwriter in an underwritten offering, not to effect any public sale or distribution of any securities the same as or similar to the Applicable Securities registered under the Registration Statement relating to such offering, or any

securities convertible into or exchangeable or exercisable for such Applicable Securities, during the ten day period prior to, and during the 180-day period beginning on, the effective date of a Registration Statement or, if later, the commencement of the public distribution of securities to the extent timely notified in writing by the managing underwriters. The Selling Shareholders agree, if reasonably requested by the managing underwriter in an underwritten primary offering of equity securities by the Company or securities convertible into or exchangeable for such securities, not to effect a public sale or distribution of Applicable Securities the same as or similar to those being registered in such underwritten offering (except as part of such offering) during the ten day period prior to, and during the 180-day period beginning on, the effective date of the Registration Statement relating thereto or, if later, the commencement of the public distribution of such securities, to the extent timely notified in writing by such managing underwriter.

(xiv) Use best efforts to:

(a) (1) make reasonably available for inspection by the Selling Shareholders, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney, accountant or other agent retained by such Selling Shareholder or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and (2) cause the Company's officers, directors and employees to supply all information reasonably requested by such Selling Shareholders or any such underwriter, attorney, accountant or agent in connection with the Registration Statement, in each case, as is customary for similar due diligence examinations; provided, however, that all records, information and documents that are designated by the Company, in good faith, as confidential shall be kept confidential by such Selling Shareholders and any such underwriter, attorney, accountant or agent, unless such disclosure is required in connection with a court proceeding after such advance notice to the Company (to the extent practicable in the circumstances) so as to permit the Company to contest the same, or required by law, or such records, information or documents become available to the public generally or through a third party without an accompanying obligation of confidentiality; and provided further that, if the foregoing inspection and information gathering would otherwise disrupt the Company's conduct of its business, such inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of the Selling Shareholders and the other parties entitled thereto by one counsel designated by and on behalf of the Selling Shareholders and other parties;

(b) in connection with any underwritten offering, obtain opinions of counsel to the Company (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the underwriters) addressed to the underwriters, covering the matters customarily covered in opinions requested in secondary underwritten offerings of equity securities, to the extent reasonably required by the applicable underwriting agreement;

(c) if requested, in connection with any underwritten offering, obtain "cold comfort" letters and updates thereof from the independent public accountants of the Company (and, if necessary, from the independent public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each Selling Shareholder participating in such underwritten offering (if such Selling Shareholder has provided such letter, representations or documentation, if any, required for such cold comfort letter to be so addressed) and the underwriters, in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with secondary underwritten offerings of equity securities;

(d) in connection with any underwritten offering, deliver such documents and certificates as may be reasonably requested by any Selling Shareholders participating in such underwritten offering and the underwriters, if any, including, without limitation, certificates to evidence compliance with any material conditions contained in the underwriting agreement or other agreements entered into by the Company; and

(e) use its best efforts to comply with all applicable rules and regulations of the Commission and make generally available to its security holders, as soon as reasonably practicable (but not more than twelve months) after the effective date of the Registration Statement, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder.

(xv) Not later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities and provide the applicable transfer agent with printed certificates for the Applicable Securities which are in a form eligible for deposit with The Depository Trust Company.

(xvi) Cooperate with each Selling Shareholder and each underwriter or agent participating in the disposition of such Applicable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc. (the "NASD").

(xvii) As soon as reasonably practicable after filing with the Commission of any document which is incorporated by reference into the Registration Statement or the Prospectus, upon written request, provide copies of such document to counsel for each Selling Shareholder and to the managing underwriters and agents, if any.

(xviii) Provide and cause to be maintained a transfer agent and registrar for all Applicable Securities covered by such Registration Statement from and after a date not later than the effective date of such Registration Statement.

(xix) Use reasonable best efforts to take all other steps necessary to effect the timely Registration of the Applicable Securities covered by the Registration Statements contemplated hereby.

2.5 Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 2 that each Selling Shareholder shall deliver to the Company a duly completed Notice and Questionnaire, and furnish to the Company such information regarding it, the Registrable Securities held by it, the intended method of disposition of such securities as shall be required to timely effect the Registration of their Registrable Securities, and such other information as may be required by law for inclusion in the Registration Statement.

2.6 Delay of Registration. Neither Requestor nor any Eligible Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such Registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.

2.7 Indemnification. In the event any Registrable Securities are included in a Registration Statement under Sections 2.2 or 2.3:

(a) By the Company. To the extent permitted by law, the Company will indemnify and hold harmless, each Selling Shareholder, and their respective members, officers, employees and agents, any underwriter (as defined in the Securities Act), selling agent or other securities professional for the Selling Shareholders and each Person, if any, who controls any Selling Shareholder, underwriter, selling agent or other securities professional within the meaning of the Securities Act or the 1934 Act against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the 1934 Act or other federal or state law or

otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"):

(i) any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any Prospectus contained therein or any amendments or supplements thereto;

(ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or

(iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any federal or state securities law or any role or regulation promulgated under the Securities Act, the 1934 Act or any federal or state securities law in connection with the offering covered by such Registration Statement;

and the Company will reimburse each Selling Shareholder and their respective members, officers, employees and agents, underwriter, selling agent or other securities professional or controlling Person for any legal or other expenses reasonably incurred by them, as incurred, in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (A) the Company will not be liable, in an offering in which the Company did not execute an underwriting agreement or in which there was no underwriter, to any Selling Shareholder under this Section with respect to any Prospectus to the extent that any such loss, liability, claim, damage or expense of such holder results from the fact that a Selling Shareholder sold Registrable Securities to a Person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the final prospectus if the Company has previously and timely furnished copies thereof to such holder; (B) the indemnity agreement contained in this subsection 2.7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the written consent of the Company (which consent shall not be unreasonably withheld), and (C) the Company shall not be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such Registration by a Selling Shareholder, or their respective members, officers, employees and agents, underwriter or controlling Person thereof.

(b) By each Selling Shareholder. To the extent permitted by law, each Selling Shareholder, severally and not jointly, will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement, each Person, if any, who controls the Company within the meaning of the Securities Act, and any underwriter against any losses, claims, damages or liabilities to which the Company or any such director, officer, controlling Person, or underwriter may become subject under the Securities Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Selling Shareholder expressly for use in connection with such Registration; and such Selling Shareholder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling Person, or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection 2.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Selling Shareholder, which consent shall not be unreasonably withheld; and provided further, that the total amounts payable in indemnity by any Selling Shareholder under this Section 2.7(b) in respect of any Violation shall not exceed the proceeds (net of underwriters' and brokers' discounts

and commissions) received by such Selling Shareholder in the registered offering out of which such Violation arises. For the avoidance of doubt, this provision shall not impose any indemnity obligation on a Selling Shareholder to the extent that the Violation did not occur in reliance upon and in conformity with written information furnished by such Person.

(c) Notice. Promptly after receipt by an indemnified party under this Section 2.7 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that if the indemnifying party assumes such defense the indemnifying party shall have no further liability for the fees and expenses of counsel paid by the indemnified party, except that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflict of interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the indemnified party except to the extent of any actual prejudice.

(d) Contribution. If the indemnification provided in this section 2.7 is unavailable or insufficient to hold harmless an indemnified party under Section 2.7(a) or (b), then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Selling Shareholders on the other from the offering of the securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Selling Shareholder(s) on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other equitable considerations. The relative benefits received by the Company on the one hand and the Selling Shareholder(s) on the other shall be deemed to be in the same proportion as the total net proceeds from the offering received by the Company bear to the total net proceeds received by the Selling Shareholder(s). The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact related to information supplied by the Company or written information supplied by a Selling Shareholder, and the parties' relevant intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this paragraph (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending against any action or claim that is the subject of this Section. Notwithstanding the provisions of this Section, a Selling Shareholder shall not be required to contribute any amount in excess of the amount of the total net proceeds (net of commissions) received by such Selling Shareholder from the sale of the securities pursuant to this Agreement exceeds the amount of any damages or expenses that a Selling Shareholder has otherwise been required to pay, or has incurred, by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The obligations of the Selling Shareholders in this

Section 2.7(d) to contribute shall be several in proportion to the percentage of principal amount of Registrable Securities registered or underwritten, as the case may be, by them and not joint.

(e) Survival. The obligations of the Company and Eligible Holders under this Section 2.7 shall survive the completion of any offering of Registrable Securities in a Registration Statement, and otherwise.

2.8 Termination of the Company's Obligations. The Company shall have no obligations pursuant to Section 2 with respect to: (i) any request or requests for Registration made by a Requestor on a date more than twelve (12) years after the date of this Agreement at a time when such Requestor is not an affiliate of the Company; or (ii) any Registrable Securities proposed to be sold by a Requestor in a Registration pursuant to Section 2.2 or 2.3 if, in the opinion of counsel to the Company, all such Registrable Securities are Unrestricted Securities.

3. GENERAL PROVISIONS.

3.1 Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. This Agreement shall extend to all successive transferees of the Note and Registrable Securities, each of which Persons are hereby made third party beneficiaries hereof and may enforce the terms of this Agreement as if such Person was a direct party hereto.

3.2 Third Parties. Nothing in this Agreement, express or implied, is intended to confer upon any Person, other than the parties hereto and their successors and assigns and third party beneficiaries hereof, any rights or remedies under or by reason of this Agreement.

3.3 Governing Law and Venue. Except as noted below, this Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In any court proceeding, the Company agrees to submit to the jurisdiction of the federal court selected by Investor, and venue of any action concerning this Note shall be in King County, Washington state. In the event that the federal court selected by Investor shall not have jurisdiction, the Company agrees to submit to the jurisdiction of the Washington state court in King County selected by Investor. The Company hereby irrevocably waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of such venue and any claim that any such forum is an inconvenient forum. Nothing in this Section shall impair the right of Investor to bring any action or proceeding against the Company or its property in the courts of any other county or jurisdiction and the Company irrevocably submits to the nonexclusive jurisdiction of the appropriate courts (as selected by Investor) of the jurisdiction in which the Company is organized or any place where any property or any office of the Company is located. In the event Investor transfers or assigns the Note in whole, but not in part, to a Person not an affiliate (as defined in Rule 405 under the 1933 Act), then this Agreement shall be governed by and construed in accordance with the laws of the State of New York and the consent to jurisdiction in the State of Washington stated above is hereby revoked.

3.4 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

3.5 Headings. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. All references in this Agreement to sections, paragraphs, exhibits and schedules shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits and schedules attached hereto, all of which exhibits and schedules are incorporated herein by this reference.

3.6 Notices. Any notice required or permitted to be given under the terms of this Agreement shall be sent by certified or registered mail (return receipt requested) or delivered personally or by courier (including a recognized overnight delivery service) or by facsimile and shall be effective for five days after being placed in the mail, if mailed by regular U.S. mail, or upon receipt, if delivered personally or by courier (including a recognized overnight delivery service) or by facsimile, in each case addressed to a party. The addresses for such communications shall be:

If to the Company:

Gabelli Asset Management Inc.
One Corporate Center
Rye, New York 10580
Attn: James E. McKee, Esq.
Facsimile: (914) 921-3700

With copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Attn: Richard Prins, Esq.
Facsimile: (212) 735-3000

If to the Investor:

Cascade Investment LLC
2365 Carillon Point
Kirkland, WA 98033
Attn: Michael Larson
Facsimile: (425) 893-8758

With copy to:

Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Attn: Duncan C. McCurrach, Esq.
Facsimile: (212) 558-3588

3.7 Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, experts' fees and costs, including those for pretrial, trial, on appeal, in arbitration and in bankruptcy and all other costs and necessary disbursements associated with any such actions, in addition to any other relief to which such party may be entitled. The foregoing shall be in addition to, and shall not limit, any other rights that the non-breaching party may have against the breaching party at law or in equity.

3.8 Adjustments for Stock Splits, Etc. Wherever in this Agreement there is a reference to a specific number of shares of common stock of the Company of any class or series, then, upon the occurrence of any subdivision, combination or stock dividend of such class or series of stock, the specific number of shares so referenced in this Agreement shall automatically be proportionally adjusted to reflect the affect on the outstanding shares of such class or series of stock by such subdivision, combination or stock dividend.

3.9 Aggregation of Stock. All shares held or acquired by affiliated Persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

3.10 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of Company and Investor (or, following assignment and transfer of the Note, by those holders owning more than 50% of the principal amount of the Note). Any amendment or waiver effected in accordance with this Section shall be binding upon each future holder of Registrable Securities, and Company. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provisions hereof, whether or not similar, nor shall any such waiver constitute a continuing waiver. No waiver shall be binding unless expressed as such in a document executed by the party making the waiver.

3.11 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or entity or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons, entities or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

3.12 Entire Agreement. This Agreement, together with all exhibits and schedules hereto, constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings duties or obligations between the parties with respect to the subject matter hereof.

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

		"COMPANY":
		GABELLI ASSET MANAGEMENT INC., a New York corporation
		By:		/s/ ROBERT S. ZUCCARO
		"INVESTOR":
		CASCADE INVESTMENT LLC, a Washington limited liability company
		By:		/s/ MICHAEL LARSON

EXHIBIT A

Gabelli Asset Management Inc.

Notice of Registration Statement
and
Questionnaire

(Date)

Reference is hereby made to the Registration Rights Agreement (the "Registration Rights Agreement"), dated August 14, 2001, between Gabelli Asset Management Inc. ("Gabelli") and Cascade Investment LLC. Gabelli [has filed] with the United States Securities and Exchange Commission (the "Commission") a registration statement on Form (the "Registration Statement") for the registration and resale under the Securities Act of 1933, as amended (the "Securities Act"), of Gabelli's [Title of Securities] (the "Securities"). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

Each Holder of Registrable Securities is entitled to have the Registrable Securities owned by it included in the Registration Statement. In order to have Registrable Securities included in the Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire ("Notice and Questionnaire") must be completed, executed and delivered to Gabelli's counsel at the address set forth herein. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire (i) will not be named as selling securityholders in the Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and related Prospectus. Accordingly, Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and related Prospectus.

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ELECTION

The undersigned Holder (the "Selling Shareholder") of Registrable Securities hereby elects to include in the Registration Statement the Registrable Securities beneficially owned by it and listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with respect to such Registrable Securities by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement, including, without limitation, Section 2.7 of the Registration Rights Agreement, as if the undersigned Selling Shareholder were an original party thereto.

The Selling Shareholder hereby provides the following information to Gabelli and represents and warrants that such information is accurate and complete:

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QUESTIONNAIRE

(1)

(a) Full Legal Name of Selling Shareholder:

(b): Full Legal Name of Registered Holder (if not the same as in (a) above) of Registrable Securities Listed in (3) below:

(2): Address for Notices to Selling Shareholder:

Telephone:

Fax:

Contact Person:

(3)

Except as set forth below in this Item (3), the undersigned does not beneficially own any Registrable Securities.

(a): Number and type of Registrable Securities (as defined in the Registration Rights Agreement) beneficially owned:
(b): Number and type of Registrable Securities which the undersigned wishes to be included in the Registration Statement:

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(4): Beneficial Ownership of other securities of Gabelli:

Except as set forth below in this Item (4), the undersigned Selling Shareholder is not the beneficial or registered owner of any shares or any other securities of Gabelli, other than the Registrable Securities listed above in Item (3).

State any exceptions here:

(5): Relationships with Gabelli:

Except as set forth below, neither the Selling Shareholder nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office or has had any other material relationship with Gabelli (or its predecessors or affiliates) during the past three years.

State any exceptions here:

(6): Plan of Distribution:

Except as set forth below, the undersigned Selling Shareholder intends to distribute the Registrable Securities listed above in Item (3) only as follows (if at all): Such Registrable Securities may be sold from time to time directly by the undersigned Selling Shareholder or, alternatively, through underwriters, broker-dealers or agents. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registered Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the Selling Shareholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities in the course of hedging the positions they

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assume. The Selling Shareholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities.

State any exceptions here:

In the event that the Selling Shareholder transfers all or any portion of the Registrable Securities listed in Item (3) above after the date on which such information is provided to Gabelli, the Selling Shareholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement.

By signing below, the Selling Shareholder consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Registration Statement and related Prospectus. The Selling Shareholder understands that such information will be relied upon by Gabelli in connection with the preparation of the Registration Statement and related Prospectus.

In accordance with the Selling Shareholder's obligation under Section 2.5 of the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement, the Selling Shareholder agrees to promptly notify Gabelli of any inaccuracies or changes in the information provided herein which may occur subsequent to the date hereof at any time while the Registration Statement remains in effect. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows:

(i): To Gabelli:

Gabelli Asset Management Inc.
One Corporate Center
Rye, New York 10580
Attn: James E. McKee, Esq.
Facsimile: (914) 921-3700

(ii): With a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Attn: Richard Prins, Esq.
Facsimile: (212) 735-3000

Once this Notice and Questionnaire is executed by the Selling Shareholder and received by Gabelli's counsel, the terms of this Notice and Questionnaire, and the representations and warranties

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contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of Gabelli and the Selling Shareholder (with respect to the Registrable Securities beneficially owned by such Selling Shareholder and listed in Item (3) above. This Agreement shall be governed in all respects by the laws of the State of Washington.

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated:

	Selling Shareholder
	By:

		Name:
		Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [DEADLINE FOR RESPONSE] TO GABELLI'S COUNSEL AT:

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QuickLinks

EXECUTION COPY

REGISTRATION RIGHTS AGREEMENT
RECITALS

EXHIBIT A

Gabelli Asset Management Inc.
Notice of Registration Statement and Questionnaire
(Date)
ELECTION
QUESTIONNAIRE
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