0001219870-05-000026 Sample Contracts

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GIBRALTAR STEEL CORPORATION OF NEW YORK AMENDED AND RESTATED SUBORDINATED NOTE PURCHASE AGREEMENT Dated as of April 1, 2005
Gibraltar Steel • April 7th, 2005 • Gibraltar Industries, Inc. • Steel works, blast furnaces & rolling & finishing mills

Gibraltar Steel Corporation of New York, a New York corporation (the "Company"), and Gibraltar Industries, Inc. f/k/a Gibraltar Steel Corporation, a Delaware corporation ("Parent"), and you (sometimes referred to individually as a "Purchaser" and collectively as the "Purchasers") are parties to a certain Note Purchase Agreement, dated as of July 3, 2002 (as amended and in effect on the date hereof, the "Original Note Agreement"), pursuant to which Purchasers have purchased the "Notes" (as defined below). The Company, Parent and Purchasers have agreed to amend certain covenants and events of default set forth in the Original Note Agreement. As a convenience to the Company, Parent and Purchasers, the Company, Parent and Purchasers have agreed to effect such amendments by amending and restating the Original Note Agreement in its entirety as hereinafter set forth, upon and subject to the terms and conditions hereof. This amendment and restatement is not intended to be, and shall not be dee

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