and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTUREIndenture • September 1st, 2004 • Nortek Inc • Millwood, veneer, plywood, & structural wood members • New York
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 1st, 2004 • Nortek Inc • Millwood, veneer, plywood, & structural wood members • Delaware
EXECUTION COPY NORTEK, INC., NORTEK HOLDINGS, INC. and RICHARD L. BREADY AMENDED AND RESTATED EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement") among NORTEK, INC, a Delaware corporation ("Nortek"), NORTEK HOLDINGS, INC., a Delaware...Employment Agreement • September 1st, 2004 • Nortek Inc • Millwood, veneer, plywood, & structural wood members • Rhode Island
EXECUTION COPY NORTEK, INC., NORTEK HOLDINGS, INC. and KEVIN W. DONNELLY AMENDED AND RESTATED EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement") among NORTEK, INC, a Delaware corporation ("Nortek"), NORTEK HOLDINGS, INC., a Delaware...Employment Agreement • September 1st, 2004 • Nortek Inc • Millwood, veneer, plywood, & structural wood members • Rhode Island
REGISTRATION RIGHTS AGREEMENT by and among Nortek, Inc., the Guarantors Listed on Schedule I hereto and UBS Securities LLCRegistration Rights Agreement • October 19th, 2012 • Nortek Inc • Electric housewares & fans • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 18, 2012, by and among Nortek, Inc., a Delaware corporation (the “Company”), the guarantors listed on Schedule I hereto (collectively, the “Guarantors”) and UBS Securities LLC, as representative (the” Representative”) for the several Initial Purchasers (the “Initial Purchasers”) listed on Schedule I to the Purchase Agreement (as defined below), pursuant to which the Initial Purchasers have agreed to purchase $235,000,000 aggregate principal amount of the Company's 8.50% Senior Notes due 2021 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement. The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
NORTEK, INC., the GUARANTORS named herein and as Trustee INDENTURE Dated as of April 26, 2011Indenture • April 28th, 2011 • Nortek Inc • Electric housewares & fans • New York
INDENTURE dated as of April 26, 2011, 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”).
NORTEK, INC.,Registration Rights Agreement • September 1st, 2004 • Nortek Inc • Millwood, veneer, plywood, & structural wood members • New York
EXECUTION COPY MANAGEMENT AGREEMENT This Management Agreement (this "AGREEMENT") is entered into as of the 27th day of August, 2004, by and among: (i) Nortek Holdings, Inc., a Delaware corporation organized in July 2004 and formerly named THL Buildco...Management Agreement • September 1st, 2004 • Nortek Inc • Millwood, veneer, plywood, & structural wood members • New York
amongCredit Agreement • September 1st, 2004 • Nortek Inc • Millwood, veneer, plywood, & structural wood members • New York
REGISTRATION RIGHTS AGREEMENT Dated as of March 1, 2004 Among NORTEK, INC. andRegistration Rights Agreement • March 30th, 2004 • Nortek 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 February 25, 2004 (the "Purchase Agreement"), which provides for, among other things, the sale by the Company to the Initial Purchasers of $200,000,000 aggregate principal amount of the Company's Senior Floating Rate Notes due 2010 (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.
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, FIRST AMENDMENT TO U.S. GUARANTY AGREEMENT AND FIRST AMENDMENT TO U.S. SECURITY AGREEMENTCredit Agreement • May 12th, 2016 • Nortek Inc • Electric housewares & fans • New York
This FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT Agreement, FIRST AMENDMENT TO U.S. GUARANTY agreement AND FIRST AMENDMENT TO U.S. SECURITY AGREEMENT, dated as of May 9, 2016 (this “Amendment”), is by and among Bank of America, N.A., in its capacity as administrative agent and collateral agent for the Lenders, pursuant to the Credit Agreement defined below (in such capacity, the “Administrative Agent”), the Lenders party hereto, the Exiting Lenders (as defined below) party hereto, Nortek, Inc., a Delaware corporation (the “Specified U.S. Borrower”), and the Subsidiaries of the Specified U.S. Borrower party hereto, as Borrowers and Guarantors (collectively, with the Specified U.S. Borrower, the “Loan Parties”).
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 27th, 2004 • Nortek Inc • Millwood, veneer, plywood, & structural wood members • Massachusetts
EQUITY SUBSCRIPTION AGREEMENTEquity Subscription Agreement • March 27th, 2003 • Nortek Inc • Millwood, veneer, plywood, & structural wood members • Delaware
This Equity Subscription Agreement (the “Agreement”) is made and entered into as of January 9, 2003 between Nortek Holdings, Inc., a Delaware corporation (the “Company”), Nortek Inc., a Delaware corporation (“Nortek”), and RGIP, LLC (the “Investor”).
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 • Nortek 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
LETTER AMENDMENT NO. 3 TO FORBEARANCE AGREEMENTForbearance Agreement • October 6th, 2009 • Nortek 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 and the Letter Amendment No. 2 to the Forbearance Agreement dated as of September 30, 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).
INVESTOR AGREEMENTInvestor Agreement • April 5th, 2012 • Nortek Inc • Electric housewares & fans • Delaware
This investor agreement (this “Agreement”) is dated as of April 4, 2012 (the “Effective Date”), by and between Nortek, Inc., a Delaware corporation (the “Company”) and (i) Ares Corporate Opportunities Fund, II, L.P. (“ACOF II), (ii) ACOF Management II, L.P. (“ACOF Management II”), (iii) ACOF Operating Manager II, L.P. (“ACOF Operating II”), (iv) Ares Management, Inc. (“Ares Inc.”), (v) Ares Corporate Opportunities Fund III, L.P. (“ACOF III”), (vi) ACOF Management III, L.P. (“ACOF Management III”), (vii) ACOF Operating Manager III, LLC (“ACOF Operating III”), (viii) Ares Management LLC (“Ares Management”), (ix) Ares Management Holdings LLC (“AM Holdings”), (x) Ares Holdings LLC (“Ares Holdings”) and (xi) Ares Partners Management Company LLC (“APMC” and, together with ACOF II, ACOF Management II, ACOF Operating II, Ares Inc., ACOF III, ACOF Management III, ACOF Operating III, Ares Management, AM Holdings and Ares Holdings, the “Investor”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 1st, 2013 • Nortek Inc • Electric housewares & fans • Delaware
This Stock Purchase Agreement (this “Agreement”), dated as of February 13, 2013, by and among Nortek, Inc., a Delaware corporation (“Buyer”) and APX GROUP, INC., a Delaware corporation (“Seller”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 2003 • Nortek Inc • Millwood, veneer, plywood, & structural wood members • Rhode Island
This EMPLOYMENT AGREEMENT (this "Agreement") is made between NORTEK, INC., a Delaware corporation ("Nortek"), NORTEK HOLDINGS, INC., a Delaware corporation ("Nortek Holdings") (Nortek and Nortek Holdings, collectively referred to hereinafter as "Employer"), and Almon C. Hall, III, a resident of Rhode Island (hereinafter called "Employee"), effective as of January 9, 2003 (the "Effective Date.")
PRELIMINARY STATEMENTSSecurity Agreement • April 15th, 2010 • Nortek Inc • Electric housewares & fans • New York
SEPARATION AGREEMENTSeparation Agreement • August 24th, 2011 • Nortek Inc • Electric housewares & fans • Rhode Island
SEPARATION AGREEMENT (this “Agreement”) dated as of August 23, 2011 by and between Nortek, Inc., a Delaware corporation (the “Company”), and Bruce E. Fleming (the “Executive”) (each a “Party,” and together, the “Parties”).
NORTEK, INC. Providence, Rhode Island 02903-2360Nortek Inc • July 5th, 2011 • Electric housewares & fans • New York
On behalf of Nortek, Inc., a Delaware corporation (the “Company”), I am pleased to offer you the position of Interim Chief Executive Officer of the Company on the terms and conditions set forth in this letter agreement (this “Agreement”). You have agreed to accept this role while we engage in a search for a permanent Chief Executive Officer. You may accept this Agreement by signing and returning a copy of this Agreement to the Company as provided below.
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 15th, 2010 • Nortek Inc • Electric housewares & fans • Rhode Island
This Amendment is made and entered into this 17th day of December, 2009 by and between NORTEK, INC. (“Employer”) and Almon C. Hall, III (“Employee”):
NORTEK, INC., NORTEK HOLDINGS, INC. and ALMON C. HALL, III AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 15th, 2010 • Nortek Inc • Electric housewares & fans • Rhode Island
This EMPLOYMENT AGREEMENT (this “Agreement”) among NORTEK, INC., a Delaware corporation (“Nortek”), NORTEK HOLDINGS, INC., a Delaware corporation (“Nortek Holdings”) (Nortek and Nortek Holdings, collectively referred to hereinafter as “Employer”), and Almon C. Hall, III, a resident of Rhode Island (hereinafter called “Employee”), amends and restates that certain Employment Agreement among Nortek, Prior Holdings (as defined below) and Employee dated as of January 9, 2003 (the “Prior Agreement”).
500,000,000 principal amount of PURCHASE AGREEMENTPurchase Agreement • April 14th, 2011 • Nortek Inc • Electric housewares & fans • New York
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 30, 2014 among NORTEK, INC., as Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent, THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders,Credit Agreement • May 1st, 2014 • Nortek Inc • Electric housewares & fans • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, amended and restated, refinanced, replaced, renewed, extended, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of April 30, 2014, among NORTEK, INC., a Delaware corporation (the “Borrower”), the Lenders from time to time party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION (with its successors, “Wells Fargo”), as Administrative Agent and Collateral Agent.
AMENDMENT NO. 1 TO THE CREDIT AGREEMENTCredit Agreement • August 24th, 2009 • Nortek 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.
ContractNortek Inc • June 7th, 2016 • Electric housewares & fans
LETTER AMENDMENT NO. 4 TO FORBEARANCE AGREEMENTForbearance Agreement • December 3rd, 2009 • Nortek 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, the Letter Amendment No. 2 to the Forbearance Agreement dated as of September 30, 2009 and the Letter Amendment No. 3 to the Forbearance Agreement dated as of October 2, 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”), a
NORTEK, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN C TRUST AGREEMENTTrust Agreement • May 10th, 2005 • Nortek Inc • Millwood, veneer, plywood, & structural wood members
This Agreement is made by and between Nortek, Inc. (hereinafter the "Company"), and Edward J. Cooney, as Trustee (hereinafter referred to as the "Trustee").
ContractCollateral Agreement • August 24th, 2009 • Nortek Inc • Electric housewares & fans • New York
COLLATERAL AGREEMENT, dated as of May 20, 2008 (this “Agreement”), made by NORTEK, INC., a Delaware corporation (the “Issuer”), the GUARANTORS listed on the signature pages hereof and the Additional Grantors (as hereinafter defined) (the Issuer, the Guarantors so listed and the Additional Grantors being, collectively, the “Grantors”), to U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent (in such capacity, together with any successor collateral agent, the “Collateral Agent”) for the Secured Parties.
TRANSITION EMPLOYMENT AND SEPARATION AGREEMENTTransition Employment and Separation Agreement • May 21st, 2015 • Nortek Inc • Electric housewares & fans • Rhode Island
This TRANSITION EMPLOYMENT AND SEPARATION AGREEMENT (this “Agreement”) is entered into as of May 18, 2015 (the “Effective Date”), between Nortek, Inc. (the “Company”) and Almon C. Hall, III (the “Executive”).
Nortek, Inc. 2009 OMNIBUS INCENTIVE PLAN Form of Incentive Stock Option AgreementIncentive Stock Option Agreement • April 15th, 2010 • Nortek Inc • Electric housewares & fans • Delaware
EDWARD J. COONEYNortek Inc • August 9th, 2011 • Electric housewares & fans
This letter will confirm the agreement between Hirshorn Operating Partners LLC (“You”) and Nortek, Inc. (the “Company”) concerning your engagement to provide consulting services to the Interim Chief Executive Officer of the Company.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 13th, 2012 • Nortek Inc • Electric housewares & fans • New York
This SECOND AMENDMENT TO CREDIT Agreement, dated as of June 13, 2012 (this “Amendment”), is by and among Bank of America, N.A., in its capacity as administrative agent and collateral agent for the Lenders, pursuant to the Credit Agreement defined below (in such capacity, the “Administrative Agent”), the Lenders party to the Credit Agreement listed on the signature page hereto, Nortek, Inc., a Delaware corporation (the “Specified U.S. Borrower”), Ventrol Air Handling Systems Inc., a Canadian corporation (the “Canadian Borrower”) and the other Subsidiaries of the Specified U.S. Borrower party hereto, as Borrowers and Guarantors (collectively, with the Specified U.S. Borrower and the Canadian Borrower, the “Loan Parties”).
Amended and Restated Nortek, Inc. 2009 OMNIBUS INCENTIVE PLAN Restricted Stock Agreement (Performance - Based)Restricted Stock Agreement • May 5th, 2014 • Nortek Inc • Electric housewares & fans • Delaware
