Exhibit 10.19 PLY GEM INDUSTRIES, INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 26, 1997 and Amended and Restated as of December 30, 1998 FLEET NATIONAL BANK, as Agent, and THE BANKS SIGNATORY HERETO TABLE OF CONTENTSCredit Agreement • March 30th, 1999 • Nortek Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
by and amongStock Purchase Agreement • July 16th, 2004 • Nortek Holdings Inc • Millwood, veneer, plywood, & structural wood members • Delaware
EXHIBIT 4Voting Agreement • June 24th, 2002 • Nortek Inc • Millwood, veneer, plywood, & structural wood members • Delaware
BY AND AMONG NORTEK, INC. (A DELAWARE CORPORATION) ANDMerger Agreement • November 21st, 2002 • Nortek Inc • Millwood, veneer, plywood, & structural wood members • Delaware
Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of August 26, 1997 among Nortek, Inc., a Delaware corporation (the "COMPANY"), Wasserstein Perella Securities, Inc. and Bear,...Registration Rights Agreement • September 30th, 1997 • Nortek Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
July 18, 1997 Nortek, Inc. 50 Kennedy Plaza Providence, RI 02903 Ladies and Gentlemen: We understand that NTK Sub, Inc. ("Merger Sub"), a Delaware corporation formed and wholly owned by Nortek, Inc. ("Parent"), intends to acquire all of the...Merger Agreement • July 29th, 1997 • Nortek Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
SECTION 3. REPRESENTATIONS AND WARRANTIES ............................. 43 3.1 Financial Condition ............................................. 43 3.2 No Change ....................................................... 44 3.3 Corporate Existence;...Credit Agreement • December 5th, 1997 • Nortek Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
1 Exhibit (c)(4) REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT dated as of July 24, 1997, between PLY GEM INDUSTRIES, INC., a Delaware corporation (the "Company"), and NORTEK, INC., a Delaware corporation (the "Investor"). The Investor...Registration Rights Agreement • July 29th, 1997 • Nortek Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
ARTICLE IExchange Agreement • September 18th, 2002 • Nortek Inc • Millwood, veneer, plywood, & structural wood members • Delaware
Exhibit 10.3 NORTEK, INC. and RICHARD L. BREADY EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, effective as of the dates provided below, between NORTEK, INC., a Delaware corporation ("hereinafter called "Employer"), and RICHARD L. BREADY, a resident of...Employment Agreement • May 12th, 1997 • Nortek Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Rhode Island
WITNESSETH: -----------Stockholders Agreement • July 29th, 1997 • Nortek Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
Company, andIndenture • June 29th, 2001 • Nortek Inc • Millwood, veneer, plywood, & structural wood members • New York
1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "AGREEMENT") is entered into on the 10th day of July, 1998 by and between Reed Beidler (the "BUYER"), and NORTEK, INC., a Delaware corporation (the "SELLER"). The Seller owns...Stock Purchase Agreement • July 15th, 1998 • Nortek Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
1 Exhibit 4.3 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made and entered into as of March 17, 1997 between NORTEK, INC., a Delaware corporation (the "COMPANY"), and Bear, Stearns & Co. Inc., Wasserstein...Registration Rights Agreement • April 18th, 1997 • Nortek Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 26, 1997, among PLY GEM INDUSTRIES, INC., a Delaware corporation (the "Company"); the Designated Subsidiaries from time to time party hereto; the Banks from time to time party hereto; and FLEET...Credit Agreement • November 12th, 1997 • Nortek Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
1 EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of July 31, 1998 among Nortek, Inc., a Delaware corporation (the "COMPANY"), Wasserstein Perella Securities, Inc., Bear,...Registration Rights Agreement • September 30th, 1998 • Nortek Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
AMENDMENT NO. 1 TO THE MERGER AGREEMENT Dated as of September 2, 1997 Nortek, Inc., a Delaware corporation ("Parent"), NTK Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Sub") and Ply Gem Industries, Inc., a Delaware...Merger Agreement • September 11th, 1997 • Nortek Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • July 29th, 1997 • Nortek Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
NORTEK, INC.Underwriting Agreement • May 8th, 1998 • Nortek Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
NORTEK, INC., Company, andIndenture • April 18th, 1997 • Nortek Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
EXHIBIT 10.9 SPLIT DOLLAR AGREEMENT This Split Dollar Agreement (the "Agreement") is made and entered into this 29th day of June, 1999 by and between Nortek, Inc., a Delaware corporation having a principal place of business in Providence, Rhode Island...Split Dollar Agreement • August 11th, 2000 • Nortek Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
Exhibit 10.1 NORTEK, INC. and RICHARD L. BREADY EMPLOYMENT AGREEMENT Amendment No. 2Employment Agreement • December 1st, 1998 • Nortek Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
AMENDMENT NO. 1 TO STOCK PURCHASE AND SALE AGREEMENTStock Purchase and Sale Agreement • August 12th, 1998 • Nortek Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
1 Exhibit (c)(6) TERMINATION AND RELEASE AGREEMENT THIS TERMINATION AND RELEASE AGREEMENT (this "Agreement"), dated as of July 24, 1997, is made and entered into by Nortek, Inc., a Delaware corporation ("Parent"), Ply Gem Industries, Inc., a Delaware...Termination and Release Agreement • July 29th, 1997 • Nortek Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
Exhibit 10.24 SECOND AMENDMENT TO SECOND AMENDED & RESTATED CREDIT AGREEMENT This Second Amendment to Second Amended & Restated Credit Agreement is dated as of September 9, 1999 and is by and between Ply Gem Industries, Inc., a Delaware corporation...Credit Agreement • March 9th, 2000 • Nortek Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
EXHIBIT 2.1 ACQUISITION AGREEMENT Dated as of October 31, 1995 between NORTEK, INC. (as Buyer)Acquisition Agreement • November 9th, 1995 • Nortek Inc • Sheet metal work • Delaware
NORTEK, INC.Letter of Transmittal • September 30th, 1998 • Nortek Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
1 EXHIBIT 99.3 EXCHANGE AGENCY AGREEMENT As of July __, 2001 State Street Bank and Trust Company Corporate Trust Department 2 Avenue de Lafayette Boston, MA 02111 Ladies and Gentlemen: Nortek, Inc., a Delaware corporation (the "Company"), intends to...Exchange Agency Agreement • July 11th, 2001 • Nortek Inc • Millwood, veneer, plywood, & structural wood members • Massachusetts
Exhibit (c)(3) STOCK PURCHASE AGREEMENT dated as of July 24, 1997Stock Purchase Agreement • July 29th, 1997 • Nortek Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
FIRST AMENDMENT TO SECOND AMENDED & RESTATED CREDIT AGREMENTCredit Agreement • March 9th, 2000 • Nortek Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
ARTICLE IAgreement and Plan of Recapitalization • September 18th, 2002 • Nortek Inc • Millwood, veneer, plywood, & structural wood members • Delaware
NORTEK, INC. and RICHARD L. BREADY EMPLOYMENT AGREEMENT Amendment No. 1 The Employment Agreement between Nortek, Inc. and Richard L. Bready dated as of February 26, 1997 is hereby amended by restating subpart (ii) of Section 6(a) in its entirety as...Employment Agreement • August 8th, 1997 • Nortek Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
REGISTRATION RIGHTS AGREEMENT Dated as of November 24, 2003 Among NORTEK HOLDINGS, INC. and DEUTSCHE BANK SECURITIES INC., UBS SECURITIES LLC, CREDIT SUISSE FIRST BOSTON LLC, and BEAR, STEARNS & CO. INC. 10% Senior Discount Notes due 2011 REGISTRATION...Registration Rights Agreement • March 30th, 2004 • Nortek Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
This Agreement is entered into in connection with the Purchase Agreement by and among the Company and the Initial Purchasers, dated as of November 19, 2003 (the "Purchase Agreement"), which provides for, among other things, the sale by the Company to the Initial Purchasers of $515,000,000 aggregate principal amount at maturity (yielding gross proceeds of approximately $349,422,350) of the Company's 10% Senior Discount Notes due 2011 (the "Notes"). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and any subsequent holder or holders of the Notes. The execution and delivery of this Agreement is a condition to the Initial Purchasers' obligation to purchase the Notes under the Purchase Agreement.
390651v1 (30432/0874722) (Fleet/Nortek/Ply Gem Industries, Inc.) (3rd Amendment to 2nd Amended & Restated Credit Agreement) #390651v1 (30432/0874722) (Fleet/Nortek/Ply Gem Industries, Inc.) (3rd Amendment to 2nd Amended & Restated Credit Agreement)...Credit Agreement • November 13th, 2000 • Nortek Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
EXHIBIT 99.3 FORM OF EXCHANGE AGENCY AGREEMENT U.S. Bank National Association Corporate Trust Services One Federal Street, 3rd Floor Boston, Massachusetts 02110 Re: Exchange Agency Agreement dated as of _____________, _____. Ladies and Gentlemen:...Exchange Agency Agreement • May 25th, 2004 • Nortek Holdings Inc • Millwood, veneer, plywood, & structural wood members • Massachusetts
