Noteholder Liabilities definition

Noteholder Liabilities means the Existing Notes Liabilities and any Additional Notes Liabilities.
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Noteholder Liabilities means and shall include (i) any and all indebtedness, obligations and liabilities (including, without limitation, any Make Whole Amount (as defined in the 2002 Note Purchase Agreement)) of Gibraltar Steel Corporation of New York to any holder of the 7.35% Senior Secured Notes ("2002 Notes") of Gibraltar Industries, Inc., formerly known as Gibraltar Steel Corporation (the "Company") due July 3, 2007, in the aggregate principal amount of $25,000,000 and also to others to the extent of their participations granted to or interests therein created or acquired for them by the 2002 Noteholders arising under that certain 2002 Note Purchase Agreement dated as of July 3, 2002 among the Borrowers and any purchaser thereof (individually, a "2002 Noteholder" and collectively, the "2002 Noteholders"), as amended and restated pursuant to an Amended and Restated Note Purchase Agreement of even date herewith and as the same may be further amended, modified, supplemented, restated or replaced from time to time (the "2002 Note Purchase Agreement"), (ii) any and all indebtedness, obligations and liabilities (including, without limitation, any Make Whole Amount (as defined in the 2004 Note Purchase Agreement)) of Gibraltar Steel Corporation of New York to any holder of the 5.75% Senior Secured Notes ("2004 Notes") of the Company due June 17, 2011, in the aggregate principal amount of $75,000,000 and also to others to the extent of their participations granted to or interest therein created or acquired for them by the 2004 Noteholders arising under that certain Note Purchase Agreement dated as of June 18, 2004 among the Borrowers and any purchaser thereof (individually, a "2004 Noteholder" and collectively, the "2004 Noteholders" and collectively with the 2002 Noteholders, the "Noteholders"), as amended and restated pursuant to an Amended and Restated Note Purchase Agreement of even date herewith and as the same may be further amended, modified, supplemented, restated or replaced from time to time (the "2004 Note Purchase Agreement" and collectively with the 2002 Note Purchase Agreement, the "Note Purchase Agreement"), (iii) any and all indebtedness, obligations and liabilities of the Debtors to any of the Noteholders and also to others to the extent of their participations granted to or interests therein created or acquired by them for the Noteholders, under any Secured Document to which it is a party, and (iv) any and all indebtedness, obligations and liabilities of each of t...
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Examples of Noteholder Liabilities in a sentence

  • In accordance with the terms of the Note Purchase Agreement, the Noteholders may assign, transfer and/or deliver to any transferee of any of the Noteholder Liabilities.

  • With respect to each Noteholder, such Noteholder's Share means the quotient obtained by dividing (A) the outstanding Noteholder Liabilities owed to such Noteholder at such time by (B) the total outstanding Liabilities at such time and subtracting therefrom, any unpaid amounts owed by such Noteholder to the Collateral Agent pursuant to subsection (g), (h) or (i) below.

  • With respect to each Noteholder, such Noteholder's Share means the quotient obtained by dividing (A) the outstanding Noteholder Liabilities owed to such Noteholder at such time by (B) the total outstanding Liabilities at such time and subtracting therefrom, any unpaid amounts owed by such Noteholder to the Collateral Agent pursuant to Subsection (g) or (h) below.