|
|
|
|
Document Preview First Supplemental Indenture |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
First Supplemental Indenture |
|||
|
Entities: |
Gamco Investors, Inc. Et Al; JPMorgan Chase Bank; Bank of New York; Gabelli Asset Management |
|||
|
Date: |
2002 |
|||
|
Size: |
Preview shows 10KB of 66KB total |
|||
|
Price: |
$47 |
|||
|
ID: |
#1533875 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
FIRST SUPPLEMENTAL INDENTURE
DATED AS OF FEBRUARY 6, 2002
BETWEEN
GABELLI ASSET MANAGEMENT INC.
AS ISSUER
AND
THE BANK OF NEW YORK
AS TRUSTEE
Table of Contents
Page
Article I DEFINITIONS..........................................1
Section 1.1 Definition of Terms.................................1
Article II GENERAL TERMS AND CONDITIONS OF THE NOTES............3
Section 2.1 Designation and Principal Amount....................3
Section 2.2 Maturity............................................3
Section 2.3 Form, Payment and Appointment.......................3
Section 2.4 Global Notes........................................4
Section 2.5 Interest............................................5
Article III REDEMPTION OF THE NOTES..............................6
Section 3.1 Tax Event Redemption................................6
Section 3.2 Redemption Procedures for Notes.....................6
Section 3.3 No Sinking Fund.....................................6
Section 3.4 Option to Put Notes upon
Failed Secondary Remarketing........................6
Section 3.5 Repurchase Procedure for Notes......................7
Article IV [Article IV RESERVED]................................7
Article V NOTICE...............................................7
Section 5.1 Notice by the Company...............................7
Article VI FORM OF NOTE.........................................8
Section 6.1 Form of Note........................................8
Article VII ORIGINAL ISSUE OF DISCOUNT..........................18
Section 7.1 Original Issue of Discount.........................18
Article VIII MISCELLANEOUS.......................................18
Section 8.1 Ratification of Indenture..........................18
Section 8.2 Trustee Not Responsible for Recitals...............18
Section 8.3 New York Law to Govern.............................18
Section 8.4 Separability.......................................18
Section 8.5 Counterparts.......................................19
Section 8.6 Provisions of Base Indenture Not Applicable........19
Article IX REMARKETING.........................................19
Section 9.1 Initial Remarketing Procedures.....................19
Section 9.2 Secondary Remarketing Procedures...................21
FIRST SUPPLEMENTAL INDENTURE, dated as of February 6, 2002 (the
"First Supplemental Indenture"), between Gabelli Asset Management Inc., a
New York corporation (the "Company"), and The Bank of New York, a New York
Banking corporation, as trustee (the "Trustee").
WHEREAS, the Company executed and delivered the Indenture dated as
of February 6, 2002 (the "Base Indenture") to the Trustee to provide for
the issuance of the Company's unsecured debt securities, debentures, notes,
bonds or other evidence of indebtedness (the "Securities"), in an unlimited
aggregate principal amount to be issued from time to time in one or more
series as might be determined by the Company under the Base Indenture; and
WHEREAS, pursuant to the terms of the Base Indenture, the Company
desires to provide for the establishment of a new series of its Securities
to be known as the Company's 6% Senior Notes due February 17, 2007 (the
"Notes"), the form and terms of such Notes and the terms, provisions and
conditions thereof to be set forth as provided in the Base Indenture and
this First Supplemental Indenture (together, the "Indenture"); and
WHEREAS, the Company has requested that the Trustee execute and
deliver this First Supplemental Indenture and all requirements necessary to
make this First Supplemental Indenture a valid, binding and enforceable
instrument in accordance with its terms, and to make the Notes, when
executed by the Company and authenticated and delivered by the Trustee, the
valid, binding and enforceable obligations of the Company, and all acts and
things necessary have been done and performed to make this First
Supplemental Indenture enforceable in accordance with its terms, and the
execution and delivery of this First Supplemental Indenture has been duly
authorized in all respects.
NOW THEREFORE, in consideration of the purchase and acceptance of
the Notes by the Holders thereof, and for the purpose of setting forth, as
provided in the Base Indenture, the form and substance of the Notes and the
terms, provisions and conditions thereof, the Company covenants and agrees
with the Company as follows:
Article I
DEFINITIONS
Section 1.1 Definition of Terms.
Unless the context otherwise requires:
(a) a term defined in the Base Indenture has the same meaning when
used in this First Supplemental Indenture;
(b) a term defined anywhere in this First Supplemental Indenture has
the same meaning throughout;
(c) the singular includes the plural and vice versa;
(d) headings are for convenience of reference only and do not affect
interpretation;
(e) the following terms have the meanings given to them in the
Purchase Contract Agreement (i) Agent; (ii) Applicable Principal Amount, (iii)
Authorized Newspaper; (iv) Cash Settlement; (v) Clearing Agency; (vi) Clearing
Agency Participant; (vii) Growth PRIDES; (viii) Income PRIDES; (ix) Initial
Remarketing; (x) Initial Remarketing Date; (xi) Purchase Agreement, (xii)
Purchase Contract; (xiii) Quotation Agent; (xiv) Redemption Price; (xv) Reset
Agent; (xvi) Reset Announcement Date; (xvii) Reset Rate; (xviii) Reset Spread;
(xix) Secondary Remarketing; (xx) Secondary Remarketing Date; (xxi) Tax Event;
(xxii) Treasury Portfolio; (xxiii) Treasury Portfolio Purchase Price; (xxiv)
Two-Year Benchmark Treasury; and (xxv) Two and One-Quarter Year Benchmark
Treasury;
(f) the following terms have the meanings given to them in this
Section 1.1(f):
"Failed Initial Remarketing" shall have the meaning set
forth in Section 9.1(g).
"Failed Secondary Remarketing" shall have the meaning set
forth in Section 9.2(h).
"Global Notes" shall have the meaning set forth in
Section 2.4.
"Maturity Date" shall have the meaning specified in
Section 2.2.
"Minimum Initial Remarketing Price" has the meaning
specified in the Remarketing Agreement.
"Notes" shall have the meaning specified in the preamble
hereto.
"Note Repayment Price'" shall have the meaning set forth in
Section 3.4.
"Pledge Agreement" means the Pledge Agreement dated as of
February 6, 2002 among the Company, JPMorgan Chase Bank, as
collateral agent, custodial agent and securities intermediary (the
"Collateral Agent") and The Bank of New York, as purchase contract
agent and attorney-in-fact.
"Purchase Contract Agreement" means the Purchase Contract
Agreement dated as of February 6, 2002, among the Company and The
Bank of New York, as purchase contract agent.
"Purchase Contract Settlement Date" means February 17, 2005.
"Put Option" shall have the meaning set forth in
Section 3.4.
"Put Option Exercise Date" shall have the meaning set forth
in Section 3.4.
"Regular Record Date" means, with respect to any Interest
Payment Date for the Notes, the close of business on the first day of
the month in which such Interest Payment Date falls.
"Remarketing Agent" means Merrill Lynch, Pierce, Fenner &
Smith Incorporated or any successor thereto or replacement
|
End of Preview |
Home Intelligence Services Subscriptions News About Us