HOMELOGIC LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • August 11th, 2008 • Broan-NuTone LLC • Household appliances • Delaware
This Limited Liability Company Agreement of HomeLogic LLC (the “Company”) is entered into as of August 27, 2007 by Elan Home Systems, L.L.C. (the “Member”).
CREDIT AGREEMENT Dated as of May 20, 2008 among NORTEK, INC., as the Specified U.S. Borrower, VENTROL AIR HANDLING SYSTEMS INC., as the Canadian Borrower, The Other Borrowers Named Herein, BANK OF AMERICA, N.A., as Administrative Agent, Collateral...Credit Agreement • August 11th, 2008 • Broan-NuTone LLC • Household appliances • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of May 20, 2008, among NORTEK, INC., a Delaware corporation (the “Specified U.S. Borrower” and, in its capacity as the representative of the other Borrowers pursuant to Section 2.15 hereof, the “Borrower Agent”), Ventrol Air Handling Systems Inc., a Canadian corporation (the “Canadian Borrower”), the Subsidiaries of the Specified U.S. Borrower from time to time party hereto as Borrowers and Guarantors, each Lender from time to time party hereto, BANK OF AMERICA, N.A. (with its successors, “Bank of America”), as Administrative Agent, Collateral Agent, U.S. Swing Line Lender and U.S. L/C Issuer, BANK OF AMERICA, N.A. (acting through its Canada branch) (with its successors, “Bank of America-Canada Branch”), as Canadian Swing Line Lender and Canadian L/C Issuer, BANC OF AMERICA SECURITIES LLC and CREDIT SUISSE SECURITIES (USA) LLC, as Joint Lead Arrangers, BANC OF AMERICA SECURITIES LLC, CREDIT SUISSE SECURITIES (USA) LLC and GOLDMAN S
NORTEK, INC., the GUARANTORS named herein and U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent INDENTURE Dated as of May 20, 2008 10% Senior Secured Notes due 2013Indenture • August 11th, 2008 • Broan-NuTone LLC • Household appliances • New York
INDENTURE dated as of May 20, 2008, by and among NORTEK, INC., a Delaware corporation (the “Issuer”), as Issuer, the Guarantors party hereto and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”).
FORM OF EXCHANGE AGENT AGREEMENTForm of Exchange Agent Agreement • August 11th, 2008 • Broan-NuTone LLC • Household appliances • New York
Nortek, Inc., a Delaware corporation, (the “Company”) intends to make an offer (the “Exchange Offer”) to exchange up to $750,000,000 aggregate principal amount of its 10% Senior Secured Notes due 2013 issued by the Company and guaranteed by the Guarantors (the “New Notes”), 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 10% Senior Secured Notes due 2013 (the “Existing Notes”) issued by the Company and guaranteed by the Guarantors 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 , 2008 (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.” Capital
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • August 11th, 2008 • Broan-NuTone LLC • Household appliances • Delaware
This Limited Liability Company Agreement of Broan-NuTone LLC (the “Company”) is entered into as of August 26, 2007 by Nortek, Inc. (the “Managing Member”) and NuTone Inc. (together with the Managing Member, the “Members”, and each a “Member”). This Second Amended and Restated Limited Liability Agreement amends and restates in its entirety the Amended and Restated Limited Liability Company Agreement dated April 6, 2005.
REGISTRATION RIGHTS AGREEMENT Dated as of May 20, 2008 By and Among NORTEK, INC. and CREDIT SUISSE SECURITIES (USA) LLC, BANC OF AMERICA SECURITIES LLC and GOLDMAN, SACHS & CO., as Representatives of the Initial Purchasers named herein 10.000% Senior...Registration Rights Agreement • August 11th, 2008 • Broan-NuTone LLC • Household appliances • New York
This Registration Rights Agreement (this “Agreement”) is dated as of May 20, 2008, by and among NORTEK, INC., a Delaware corporation (the “Company”), and the Guarantors listed in Schedule I hereto (the “Guarantors”), on the one hand, and CREDIT SUISSE SECURITIES (USA) LLC, BANC OF AMERICA SECURITIES LLC and GOLDMAN, SACHS & CO. (the “Representatives”) and UBS SECURITIES LLC (together with the Representatives, the “Initial Purchasers”), on the other hand.
