Common use of S-1 Clause in Contracts

S-1. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is dated as of May 13, 2003, by and between AZTECA HOLDINGS, S.A. de C.V., a corporation (sociedad anonima de capital variable) duly organized under the laws of the United Mexican States (the "Company"), on the one hand, and UBS WARBURG LLC (the "Dealer Manager"), on the other hand. This Agreement is entered into in connection with the Dealer Manager and Solicitation Agent Agreement, dated March 3, 2003 (the "Dealer Manager Agreement"), between the Company and the Dealer Manager, relating to the Company's (i) offer to exchange US$1,000 in principal amount of its 10 3/4% Senior Secured Amortizing Notes due 2008 (the "Notes"), to be issued pursuant to the terms of the Indenture (as defined below), for each US$1,000 in principal amount of its 10 1/2% Senior Secured Notes due 2003 (the "Existing Notes") and (ii) solicitation of consents from holders of the Existing Notes to certain proposed amendments to the indenture, dated as of January 31, 2002, between the Company and The Bank of New York, as trustee, pursuant to which the Existing Notes were issued. In order to induce the Dealer Manager to enter into the Dealer Manager Agreement, the Company has agreed with the Dealer Manager, for the benefit of the holders of the Notes to execute and deliver this Agreement. The parties hereby agree as follows:

S-1. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is dated as of May 13August 27, 20032004, by and between AZTECA HOLDINGSamong THL BUILDCO, S.A. de C.V.INC., a Delaware corporation, ("THL Buildco") that will be merged ultimately with and into Nortek, Inc., a Delaware corporation (sociedad anonima de capital variable) duly organized under the laws of the United Mexican States ("Nortek", and together with THL Buildco, the "Company"), and each of the Guarantors (as defined herein) (THL Buildco, Nortek and the Guarantors are referred to collectively herein as the "Issuers"), on the one hand, and UBS WARBURG SECURITIES LLC (the "Dealer ManagerRepresentative") and CREDIT SUISSE FIRST BOSTON LLC, BANC OF AMERICA SECURITIES LLC and BEAR, XXXXXXX & CO. INC. (together with the Representative, the "Initial Purchasers"), on the other hand. This Agreement is entered into in connection with the Dealer Manager and Solicitation Agent Purchase Agreement, dated March 3as of August 12, 2003 2004, as amended and supplemented, by and among the Issuers and the Initial Purchasers (the "Dealer Manager Purchase Agreement"), between the Company and the Dealer Manager, relating to the Company's (i) offer to exchange US$1,000 in offering of $625,000,000 aggregate principal amount of its 10 3/48-1/2% Senior Secured Amortizing Subordinated Notes due 2008 2014 (including the guarantees thereof by the Guarantors, the "Notes"), to be issued pursuant . The execution and delivery of this Agreement is a condition to the terms of the Indenture (as defined below), for each US$1,000 in principal amount of its 10 1/2% Senior Secured Notes due 2003 (the "Existing Notes") and (ii) solicitation of consents from holders of the Existing Notes Initial Purchasers' obligation to certain proposed amendments to the indenture, dated as of January 31, 2002, between the Company and The Bank of New York, as trustee, pursuant to which the Existing Notes were issued. In order to induce the Dealer Manager to enter into the Dealer Manager Agreement, the Company has agreed with the Dealer Manager, for the benefit of the holders of purchase the Notes to execute and deliver this under the Purchase Agreement. The parties hereby agree as follows:

S-1. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is dated as of May 13October 21, 2003, by and between AZTECA HOLDINGSamong NORCRAFT COMPANIES, S.A. de C.V.L.P., a corporation (sociedad anonima de capital variable) duly organized under the laws of the United Mexican States Delaware limited partnership (the "Company"), NORCRAFT FINANCE CO., a Delaware corporation (the "Co-Issuer"), and each of the Guarantors (as defined herein) (the Company, the Co-Issuer and the Guarantors are referred to collectively herein as the "Issuers"), on the one hand, and UBS WARBURG SECURITIES LLC (the "Dealer ManagerRepresentative") and WACHOVIA CAPITAL MARKETS, LLC (together with the Representative, the "Initial Purchasers"), on the other hand. This Agreement is entered into in connection with the Dealer Manager and Solicitation Agent Purchase Agreement, dated March 3as of October 10, 2003 2003, by and among the Issuers and the Initial Purchasers (the "Dealer Manager Purchase Agreement"), between relating to the offering of $150,000,000 aggregate principal amount of 9% Senior Subordinated Notes due 2011 of the Company and the Dealer ManagerCo-Issuer (including the guarantees thereof by the Guarantors, relating to the Company's (i) offer to exchange US$1,000 in principal amount of its 10 3/4% Senior Secured Amortizing Notes due 2008 (the "Notes"), to be issued pursuant . The execution and delivery of this Agreement is a condition to the terms of the Indenture (as defined below), for each US$1,000 in principal amount of its 10 1/2% Senior Secured Notes due 2003 (the "Existing Notes") and (ii) solicitation of consents from holders of the Existing Notes Initial Purchasers' obligation to certain proposed amendments to the indenture, dated as of January 31, 2002, between the Company and The Bank of New York, as trustee, pursuant to which the Existing Notes were issued. In order to induce the Dealer Manager to enter into the Dealer Manager Agreement, the Company has agreed with the Dealer Manager, for the benefit of the holders of purchase the Notes to execute and deliver this under the Purchase Agreement. The parties hereby agree as follows:

S-1. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is dated as of May 13September 21, 20032005, by and between AZTECA HOLDINGS, S.A. de C.V.among XXXXXX XXXXX USA L.L.C., a corporation (sociedad anonima de capital variable) duly organized under the laws of the United Mexican States Nevada limited liability company (the "Company"), XXXXXX XXXXX FINANCE CO., a Delaware corporation, (the "Co-Issuer"), and each of the Guarantors (as defined herein) (the Company, the Co-Issuer and the Guarantors are referred to collectively herein as the "Issuers"), on the one hand, and UBS WARBURG SECURITIES LLC (the "Dealer ManagerRepresentative") and WACHOVIA CAPITAL MARKETS, LLC (together with the Representative, the "Initial Purchasers"), on the other hand. This Agreement is entered into in connection with the Dealer Manager and Solicitation Agent Purchase Agreement, dated March 3as of September 16, 2003 2005, by and among the Issuers and the Initial Purchasers (the "Dealer Manager Purchase Agreement"), between relating to the offering of $100,000,000 aggregate principal amount of 9.5% Senior Subordinated Notes due 2015 of the Company and the Dealer ManagerCo-Issuer (including the guarantees thereof by the Guarantors, relating to the Company's (i) offer to exchange US$1,000 in principal amount of its 10 3/4% Senior Secured Amortizing Notes due 2008 (the "Notes"), to be issued pursuant . The execution and delivery of this Agreement is a condition to the terms of the Indenture (as defined below), for each US$1,000 in principal amount of its 10 1/2% Senior Secured Notes due 2003 (the "Existing Notes") and (ii) solicitation of consents from holders of the Existing Notes Initial Purchasers' obligation to certain proposed amendments to the indenture, dated as of January 31, 2002, between the Company and The Bank of New York, as trustee, pursuant to which the Existing Notes were issued. In order to induce the Dealer Manager to enter into the Dealer Manager Agreement, the Company has agreed with the Dealer Manager, for the benefit of the holders of purchase the Notes to execute and deliver this under the Purchase Agreement. The parties hereby agree as follows: