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.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 30th, 2004 • Nortek Inc • Millwood, veneer, plywood, & structural wood members • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of February 20, 2004 (this "Agreement"), is by and among Nortek, Inc., a Delaware corporation ("Nortek"), Broan-NuTone LLC, NuTone Inc., Linear Corporation, Nordyne Inc., Governair Corporation, Mammoth, Inc., Temtrol, Inc., Webco, Inc., Rangaire LP, Jensen Industries, Inc., Multiplex Technology, Inc., Xantech Corporation, Aubrey Manufacturing, Inc., Rangaire LP, Inc., Elan Home Systems, L.L.C., SpeakerCraft, Inc., Operator Specialty Company, Inc. (each a "Domestic Borrower" and, collectively, the "Domestic Borrowers"), Broan-NuTone Canada Inc. ("BNC"), Venmar Ventilation Inc. ("VVI"), Venmar CES, Inc. ("CES"), Venmar Ventilation (H.D.H.) Inc. ("H.D.H.") and Ventrol Air Handling Systems Inc. ("VAH," and together with BNC, VVI, CES and H.D.H., each, a "Canadian Borrower," and, collectively, the "Canadian Borrowers," and, together with the Domestic Borrowers, each, a "Borrower" and collectively, the "Borrowers") the Lenders party to the
NORTEK, INC., as the Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 1, 2004 Senior Floating Rate Notes due 2010Nortek Inc • March 30th, 2004 • Millwood, veneer, plywood, & structural wood members • New York
INDENTURE dated as of March 1, 2004 between NORTEK, INC., a Delaware corporation (the "Issuer"), as issuer, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the "Trustee").
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 30th, 2004 • Nortek Inc • Millwood, veneer, plywood, & structural wood members • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of February 12, 2004 (this "Agreement"), is by and among Nortek, Inc., a Delaware corporation "Nortek"), Broan-NuTone LLC, NuTone Inc., Linear Corporation, Nordyne Inc., Governair Corporation, Mammoth, Inc., Temtrol, Inc., Webco, Inc., Rangaire LP, Jensen Industries, Inc., Multiplex Technology, Inc., Xantech Corporation, Aubrey Manufacturing, Inc., Rangaire LP, Inc. (each a "Domestic Borrower" and, collectively, the "Domestic Borrowers"), Broan-NuTone Canada Inc. ("BNC"), Venmar Ventilation Inc. ("VVI"), Venmar CES, Inc. ("CES"), Venmar Ventilation (H.D.H.) Inc. ("H.D.H.") and Ventrol Air Handling Systems Inc. ("VAH," and together with BNC, VVI, CES and H.D.H., each, a "Canadian Borrower," and, collectively, the "Canadian Borrowers," and, together with the Domestic Borrowers, each, a "Borrower" and collectively, the "Borrowers") the Lenders party to the Credit Agreement referred to below (the "Lenders") and FLEET CAPITAL CORPORATION, a
