EXECUTION COUNTERPART THL-NORTEK INVESTORS, LLC A Delaware Limited Liability Company LIMITED LIABILITY COMPANY AGREEMENT Dated as of August 27, 2004 THE COMPANY UNITS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED...Limited Liability Company Agreement • June 9th, 2006 • NTK Holdings, Inc. • Electric housewares & fans • Delaware
By and AmongRegistration Rights Agreement • July 5th, 2005 • NTK Holdings, Inc. • New York
February 10, 2005 New York, New York Credit Suisse First Boston LLC Banc of America Securities LLC UBS Securities LLC c/o Credit Suisse First Boston LLC Eleven Madison Avenue New York, New York 10010-3629 Ladies and Gentlemen: NTK Holdings, Inc., a...Purchase Agreement • July 5th, 2005 • NTK Holdings, Inc.
EXHIBIT 4.8 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of [_____ __, 200_] among [THL - Nortek Investors, Inc./Nortek Holdings, Inc.], a Delaware corporation (the "COMPANY"), Nortek Inc., a Delaware corporation ("NORTEK"),...Registration Rights Agreement • May 16th, 2006 • NTK Holdings, Inc. • Electric housewares & fans • Delaware
and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTUREIndenture • July 5th, 2005 • NTK Holdings, Inc. • New York
EXHIBIT 4.9 First Amendment, dated February 10, 2005, to SECURITYHOLDERS AGREEMENT THL - NORTEK INVESTORS, LLC Dated as of August 27, 2004 THIS FIRST AMENDMENT, dated as of February 10, 2005 (the "First Amendment"), amends that certain SECURITYHOLDERS...Securityholders Agreement • June 9th, 2006 • NTK Holdings, Inc. • Electric housewares & fans • Delaware
LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of May 20, 2008, among BANK OF AMERICA, N.A., as Collateral Agent, as Trustee and Noteholder Collateral Agent, NORTEK, INC. and the Subsidiaries of Nortek, Inc. named hereinLien Subordination and Intercreditor Agreement • August 24th, 2009 • NTK Holdings, Inc. • Electric housewares & fans • New York
LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of May 20, 2008 among BANK OF AMERICA, N.A., as collateral agent for the Revolving Facility Secured Parties referred to herein, U.S. BANK NATIONAL ASSOCIATION, as trustee under the Indenture referred to herein and as collateral agent for the Noteholder Secured Parties referred to herein, NORTEK, INC. and the subsidiaries of Nortek, Inc. named herein.
ContractBridge Loan Agreement • May 10th, 2006 • NTK Holdings, Inc. • Electric housewares & fans • New York
BRIDGE LOAN AGREEMENT Dated as of May 10, 2006 among NTK HOLDINGS, INC., The Lenders Party Hereto, and GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent ___________________________ GOLDMAN SACHS CREDIT PARTNERS L.P. and CREDIT SUISSE SECURITIES (USA) LLC, as Joint Lead Arrangers and Joint Bookrunners, CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agent, and BANC OF AMERICA BRIDGE LLC and UBS SECURITIES LLC, as Co-Documentation Agents
THL-NORTEK INVESTORS, LLC A Delaware Limited Liability Company AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of April 16, 2008Limited Liability Company Agreement • May 12th, 2008 • NTK Holdings, Inc. • Electric housewares & fans • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of THL-Nortek Investors, LLC (the “Company”), dated and effective as of April 16, 2008 (this “Agreement”), amends and restates in its entirety that certain LIMITED LIABILITY COMPANY AGREEMENT dated and effective as of August 27, 2004, as amended by the FIRST AMENDMENT dated as of February 10, 2005 (the “Original Agreement” and as amended, the “Prior Agreement”), by and among Thomas H. Lee Equity Fund V, L.P., Thomas H. Lee Parallel Fund V, L.P., Thomas H. Lee Cayman Fund V, L.P., Thomas H. Lee Investors Limited Partnership, 1997 Thomas H. Lee Nominee Trust, Great-West Investors, L.P., Putnam Investments Employees’ Securities Company I, LLC, Putnam Investments Employees’ Securities Company II, LLC and RGIP, LLC (collectively the “THL Holders”), the Persons listed on Schedule A attached hereto as of the date hereof, and each other Person who at any time becomes a Member in accordance with the terms of this Agreement and the Ac
amongBridge Loan Agreement • May 16th, 2006 • NTK Holdings, Inc. • Electric housewares & fans • New York
LETTER AMENDMENT NO. 2 TO FORBEARANCE AGREEMENTForbearance Agreement • October 6th, 2009 • NTK Holdings, Inc. • Electric housewares & fans • New York
We refer to the Forbearance Agreement dated as of September 3, 2009, as amended by the Letter Amendment to the Forbearance Agreement dated as of September 14, 2009 (such Forbearance Agreement, as so amended, the “Forbearance Agreement”; capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Forbearance Agreement) among BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent for the Lenders under the Credit Agreement referred to therein (in such capacities, the “Agent”), the Lenders party thereto, NORTEK, INC. (the “Specified U.S. Borrower”), VENTROL AIR HANDLING SYSTEMS INC. (the “Canadian Borrower” and, together with the Specified U.S. Borrower and each other Borrower from time to time party to the Credit Agreement referred to therein, the “Borrowers”), and the other Loan Parties (as defined in the Credit Agreement referred to therein).
AMENDMENT NO. 1 TO THE CREDIT AGREEMENTCredit Agreement • August 24th, 2009 • NTK Holdings, Inc. • Electric housewares & fans • New York
AMENDMENT NO.1 TO THE CREDIT AGREEMENT (the “Amendment”) among Nortek, Inc., a Delaware corporation (the “Specified U.S. Borrower”), Ventrol Air Handling Systems Inc., a Canadian corporation (the “Canadian Borrower” and, together with the Specified U.S. Borrower and each other Borrower from time to time party to the Credit Agreement referred to below, the “Borrowers”), the other Loan Parties party to the Credit Agreement referred to below, the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the “Lenders”) and Bank of America, N.A., as administrative agent (the “Agent”) for the Lenders.
EXCHANGE AGENCY AGREEMENTExchange Agency Agreement • July 5th, 2005 • NTK Holdings, Inc. • Massachusetts
NTK Holdings, Inc., a Delaware corporation, (the “Company”) intends to make an offer (the “Exchange Offer”) to exchange up to $403,000,000 aggregate principal amount at maturity of its 103/4% Senior Discount Notes due 2014 (the “New Notes”) issued by the Company, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement of which the Prospectus (as defined below) is a part, for a like principal amount of outstanding 103/4% Senior Discount Notes due 2014 (the “Existing Notes”) issued by the Company in transactions exempt from or not subject to registration under the Securities Act. The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated , 2005 (the “Prospectus”), proposed to be distributed to all holders of the Existing Notes. The Existing Notes and the New Notes are collectively referred to herein as the “Notes.” Capitalized terms used but not defined herein s
Dated as of May 20, 2008 From THE GUARANTORS NAMED HEREIN and THE ADDITIONAL GUARANTORS REFERRED TO HEREIN as Guarantors in favor of THE SECURED PARTIES REFERRED TO IN THE CREDIT AGREEMENT REFERRED TO HEREIN T A B L E O F C O N T E N T Su.s. Guaranty • August 24th, 2009 • NTK Holdings, Inc. • Electric housewares & fans • New York
PRELIMINARY STATEMENT. Nortek, Inc. and the other Loan Parties party thereto are parties to a Credit Agreement dated as of May 20, 2008 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined) with certain Lenders party thereto, and Bank of America, N.A., as Administrative Agent for such Lenders. Each Guarantor may receive, directly or indirectly, a portion of the proceeds of the Loans under the Credit Agreement and will derive substantial direct and indirect benefits from the transactions contemplated by the Credit Agreement. It is a condition precedent to the making of Loans by Lenders and the issuance of Letters of Credit by the L/C Issuers under the Credit Agreement, the entry by the Hedge Banks into Secured Hedge Agreements and the entry by the Cash Management Banks into Secured Cash Management Agreements from time to
EXHIBIT 10.15 AMENDMENT NO. 1, dated as of March 29, 2005 (this "Amendment"), to the Credit Agreement dated as of August 27, 2004 (as amended, supplemented, amended and restated or otherwise modified from time to time, the "Credit Agreement"), among...Credit Agreement • July 5th, 2005 • NTK Holdings, Inc. • New York
