THL-NORTEK INVESTORS, LLC A Delaware Limited Liability Company LIMITED LIABILITY COMPANY AGREEMENT Dated as of August 27, 2004Limited Liability Company Agreement • March 10th, 2006 • Nortek Inc • Millwood, veneer, plywood, & structural wood members • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT of THL-Nortek Investors, LLC, dated and effective as of August 27, 2004 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, 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, Putnam Investments Holdings, LLC, 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 upon their execution of this Agreement, and each other Person who at any time becomes a Member in accordance with the terms of this Agreement and the Act. Any reference in this Agreement to the THL Holders or any other Member shall include such Member’s Successors in Interest to the extent such Successors in Interest have beco
First Amendment, dated as of February 10, 2005, to LIMITED LIABILITY COMPANY AGREEMENT OF THL - NORTEK INVESTORS, LLC A Delaware Limited Liability CompanyFirst Amendment • March 10th, 2006 • Nortek Inc • Millwood, veneer, plywood, & structural wood members • Delaware
This First Amendment, dated as of February 10, 2005 (the “First Amendment”), amends that certain Limited Liability Company Agreement of THL-Nortek Investors, LLC (the “Company”) dated and effective as of August 27, 2004 (the “Original Agreement”), by and among Thomas H. Lee Equity Fund V, L.P. and the other THL Holders (as defined in the Original Agreement) and the other members of the Company. Capitalized terms used and not otherwise defined in this Amendment are used herein as defined in the Original Agreement. As used herein, the term “this Agreement” means the Original Agreement, as amended by this First Amendment.
Amendment #1 to Management AgreementManagement Agreement • March 10th, 2006 • Nortek Inc • Millwood, veneer, plywood, & structural wood members • New York
This Amendment, dated as of February 10, 2005, amends the Management Agreement (the “Original THL Management Agreement”) dated August 27, 2004, by and among Nortek Holdings, Inc., a Delaware corporation formerly named THL Buildco Holdings, Inc. (“Holdings”), Nortek, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdings (the “Company”), and THL Managers V, LLC, a Delaware limited liability company (the “Sponsor”).
