exv4w10






Exhibit 4.10




EXECUTION COPY



 

 

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 Secured Notes due 2013



 

 









 



 


TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Section 1.	 	Definitions
	 	 	1	 
	 	 	 
	 	 	 	 
	Section 2.	 	Exchange Offer
	 	 	4	 
	 	 	 
	 	 	 	 
	Section 3.	 	Shelf Registration
	 	 	7	 
	 	 	 
	 	 	 	 
	Section 4.	 	Additional Interest
	 	 	8	 
	 	 	 
	 	 	 	 
	Section 5.	 	Registration Procedures
	 	 	10	 
	 	 	 
	 	 	 	 
	Section 6.	 	Registration Expenses
	 	 	18	 
	 	 	 
	 	 	 	 
	Section 7.	 	Indemnification
	 	 	19	 
	 	 	 
	 	 	 	 
	Section 8.	 	Rules 144 and 144A
	 	 	21	 
	 	 	 
	 	 	 	 
	Section 9.	 	Underwritten Registrations
	 	 	22	 
	 	 	 
	 	 	 	 
	Section 10.	 	Miscellaneous
	 	 	22	 





-i-








 







REGISTRATION RIGHTS AGREEMENT




          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.




          This Agreement is entered into in connection with the Purchase Agreement, dated as of May 13,
2008, as amended and supplemented, by and among the Company, the Guarantors and the Initial
Purchasers (the “Purchase Agreement”), relating to the offering of $750,000,000 aggregate
principal amount of 10.000% Senior Secured Notes due 2013 (the “Notes”) which will be
guaranteed on a senior secured basis by each of the Guarantors. The execution and delivery of this
Agreement is a condition to the Initial Purchasers’ obligation to purchase the Notes under the
Purchase Agreement.




          The parties hereby agree as follows:




     Section 1. Definitions



          As used in this Agreement, the following terms shall have the following meanings:




          “action” shall have the meaning set forth in Section 7(c) hereof.




          “Additional Interest” shall have the meaning set forth in Section 4(a) hereof.




          “Additional Interest Accrual Date” shall have the meaning set forth in Section 4(b)
hereof.




          “Advice” shall have the meaning set forth in Section 5 hereof.




          “Agreement” shall have the meaning set forth in the first introductory paragraph
hereto.




          “Applicable Period” shall have the meaning set forth in Section 2(b) hereof.




          “Board of Directors” shall have the meaning set forth in Section 5 hereof.




          “Business Day” shall mean a day that is not a Legal Holiday.




          “Commission” shall mean the Securities and Exchange Commission.




          “Company” shall have the meaning set forth in the introductory paragraph hereto and
shall also include the Company’s permitted successors and assigns.




          “day” shall mean a calendar day.




          “Delay Period” shall have the meaning set forth in Section 5 hereof.










 



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          “Effectiveness Period” shall have the meaning set forth in Section 3(b) hereof.




          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the
rules and regulations of the Commission promulgated thereunder.




          “Exchange Notes” shall have the meaning set forth in Section 2(a) hereof.




          “Exchange Offer” shall have the meaning set forth in Section 2(a) hereof.




          “Exchange Offer Registration Statement” shall have the meaning set forth in Section
2(a) hereof.




          “FINRA” shall mean the Financial Industry Regulatory Authority, Inc.




          “Guarantors” shall have the meaning set forth in the introductory paragraph hereto and
their successors and assigns.




          “Holder” shall mean any holder of a Registrable Note or Registrable Notes.




          “Indenture” shall mean the Indenture, dated as of May 20, 2008, by and among the
Company, the Guarantors and U.S. Bank National Association, as trustee, pursuant to which the Notes
are being issued, as amended or supplemented from time to time in accordance with the terms
thereof.




          “Initial Purchasers” shall have the meaning set forth in the first introductory
paragraph hereof.




          “Inspectors” shall have the meaning set forth in Section 5(n) hereof.




          “Issue Date” shall mean May 20, 2008, the date of original issuance of the Notes.




          “Legal Holiday” shall mean a Saturday, a Sunday or a day on which banking institutions
in New York, New York are required by law, regulation or executive order to remain closed.




          “Losses” shall have the meaning set forth in Section 7(a) hereof.




          “Notes” shall have the meaning set forth in the second introductory paragraph hereto.




          “Participant” shall have the meaning set forth in Section 7(a) hereof.




          “Participating Broker-Dealer” shall have the meaning set forth in Section 2(b) hereof.




          “Person” shall mean an individual, corporation, partnership, joint venture
association, joint stock company, trust, unincorporated limited liability company, government or
any agency or political subdivision thereof or any other entity.




          “Private Exchange” shall have the meaning set forth in Section 2(b) hereof.










 



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          “Private Exchange Notes” shall have the meaning set forth in Section 2(b) hereof.




          “Prospectus” shall mean the prospectus included in any Registration Statement
(including, without limitation, any prospectus subject to completion and a prospectus that includes
any information previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or
supplemented by any prospectus supplement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated by reference or
deemed to be incorporated by reference in such Prospectus.




          “Purchase Agreement” shall have the meaning set forth in the second introductory
paragraph hereof.




          “Records” shall have the meaning set forth in Section 5(n) hereof.




          “Registrable Notes” shall mean each Note upon its original issuance and at all times
subsequent thereto, each Exchange Note as to which Section 2(c)(ii)(B) hereof is applicable upon
original issuance and at all times subsequent thereto and each Private Exchange Note upon original
issuance thereof and at all times subsequent thereto, in each case until (i) a Registration
Statement (other than, with respect to any Exchange Note as to which Section 2(c)(ii)(B) hereof is
applicable, the Exchange Offer Registration Statement) covering such Note, Exchange Note or Private
Exchange Note has been declared effective by the Commission and such Note, Exchange Note or Private
Exchange Note, as the case may be, has been disposed of in accordance with such effective
Registration Statement, (ii) such Note has been exchanged pursuant to the Exchange Offer for an
Exchange Note or Exchange Notes that may be resold without restriction under state and federal
securities laws, (iii) such Note, Exchange Note or Private Exchange Note, as the case may be,
ceases to be outstanding for purposes of the Indenture or (iv) such Note, Exchange Note or Private
Exchange Note has been sold in compliance with Rule 144.




          “Registration Default” shall have the meaning set forth in Section 4(a) hereof.




          “Registration Statement” shall mean any appropriate registration statement of the
Company and the Guarantors covering any of the Registrable Notes filed with the Commission under
the Securities Act, and all amendments and supplements to any such Registration Statement,
including post-effective amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.




          “Representatives” shall have the meaning set forth in the first introductory paragraph
hereto.




          “Requesting Participating Broker-Dealer” shall have the meaning set forth in
Section 2(b) hereof.




          “Rule 144” shall mean Rule 144 promulgated under the Securities Act, as such Rule may
be amended from time to time, or any similar rule (other than Rule 144A) or regulation hereafter
adopted by the Commission providing for offers and sales of securities made in compliance therewith
resulting in offers and sales by subsequent holders that are not affiliates of an issuer of such
securities being free of the registration and prospectus delivery requirements of the Securities
Act.










 



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          “Rule 144A” shall mean Rule 144A promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar rule (other than Rule 144) or regulation hereafter
adopted by the Commission.




          “Rule 405” shall mean Rule 405 promulgated under the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter adopted by the
Commission.




          “Rule 415” shall mean Rule 415 promulgated under the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter adopted by the
Commission.




          “Rule 433” shall mean Rule 433 promulgated under the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter adopted by the
Commission.




          “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.




          “Shelf Filing Event” shall have the meaning set forth in Section 2(c) hereof.




          “Shelf Registration” shall have the meaning set forth in Section 3(a) hereof.




          “Shelf Registration Statement” shall mean a Registration Statement filed in connection
with a Shelf Registration.




          “TIA” shall mean the Trust Indenture Act of 1939, as amended.




          “Trustee” shall mean the trustee under the Indenture and the trustee (if different
than the trustee under the Indenture) under any indenture governing the Exchange Notes and Private
Exchange Notes.




          “underwritten registration” or “underwritten offering” shall mean a
registration in which securities of the Company are sold to an underwriter for reoffering to the
public.




     Section 2. Exchange Offer



          (a) Unless the Exchange Offer would violate applicable law or interpretation of the staff of
the Commission, the Company and the Guarantors shall (i) file a Registration Statement (the
“Exchange Offer Registration Statement”) with the Commission on an appropriate
registration form with respect to a registered offer (the “Exchange Offer”) to exchange any
and all of the Registrable Notes for a like aggregate principal amount of notes (the “Exchange
Notes”) that are identical in all material respects to the Notes (except that the Exchange
Notes shall not contain restrictive legends, terms with respect to transfer restrictions or
Additional Interest upon a Registration Default) on or prior to 180 days after the Issue Date,
(ii) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be
declared effective under the Securities Act on or prior to 240 days after the Issue Date and
(iii) use its reasonable best efforts to consummate the Exchange Offer within 280 days after the
Issue Date. Upon the Exchange Offer Registration Statement being declared effective by the
Commission, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The
Company and the Guarantors shall










 



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keep the Exchange Offer open for not less than 30 days (or longer if required by applicable
law) after the date notice of the Exchange Offer is mailed to Holders.




          Each Holder that participates in the Exchange Offer will be required to represent to the
Company and the Guarantors in writing that (i) any Exchange Notes to be acquired in the Exchange
Offer will be acquired in the ordinary course of business of the person receiving such Exchange
Notes, whether or not such recipient is such Holder itself, (ii) it has no arrangement or
understanding with any Person to participate in the distribution (within the meaning of the
Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii)
it is not an affiliate of the Company or any Guarantor as defined by Rule 405 of the Securities Act
or, if it is such an affiliate, it will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a
broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange
Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own
account in exchange for Notes that were acquired as a result of market-making or other trading
activities, it will comply with the applicable provision of the Securities Act (including, but not
limited to, the prospectus delivery requirements thereunder) in connection with any resale of such
Exchange Notes.




          (b) The Company, the Guarantors and the Initial Purchasers acknowledge that the staff of the
Commission has taken the position that any broker-dealer that elects to exchange Notes that were
acquired by such broker-dealer for its own account as a result of market-making or other trading
activities for Exchange Notes in the Exchange Offer (a “Participating Broker-Dealer”) may
be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a
prospectus meeting the requirements of the Securities Act in connection with any resale of such
Exchange Notes (other than a resale of an unsold allotment resulting from the original offering of
the Notes).




          The Company, the Guarantors and the Initial Purchasers also acknowledge that the staff of the
Commission has taken the position that if the Prospectus contained in the Exchange Offer
Registration Statement includes a plan of distribution containing a statement to the above effect
and the means by which Participating Broker-Dealers may resell the Exchange Notes, without naming
the Participating Broker-Dealers or specifying the amount of Exchange Notes owned by them, such
Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery
obligations under the Securities Act in connection with resales of Exchange Notes for their own
accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.




          In light of the foregoing, if requested by a Participating Broker-Dealer (a “Requesting
Participating Broker-Dealer”), the Company and the Guarantors agree to use their reasonable
best efforts to keep the Exchange Offer Registration Statement continuously effective for a period
necessary to comply with applicable law in connection with such resales but in no event more than
180 days after the date on which the Exchange Registration Statement is declared effective, or such
longer period if extended pursuant to any Delay Period in accordance with the penultimate paragraph
of Section 5 hereof (such period, the “Applicable Period”), or such earlier date as each
Requesting Participating Broker-Dealer shall have notified the Company and the Guarantors in
writing that such Requesting Participating Broker-Dealer has resold all Exchange Notes acquired by
it in the Exchange Offer. The Company and the Guarantors shall include a plan of distribution in
such Exchange Offer Registration Statement that meets the requirements set forth in the immediately
preceding paragraph.










 



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          If, prior to consummation of the Exchange Offer, the Initial Purchasers or any other Holder
holds any Notes acquired by it that have, or that are reasonably likely to be determined to have,
the status of an unsold allotment in an initial distribution, or if any Holder is not entitled to
participate in the Exchange Offer, the Company and the Guarantors upon the request of the Initial
Purchasers or any such Holder, as the case may be, shall simultaneously with the delivery of the
Exchange Notes in the Exchange Offer, issue and deliver to the Initial Purchasers or any such
Holder, as the case may be, in exchange (the “Private Exchange”) for such Notes held by the
Initial Purchasers or any such Holder a like principal amount of notes (the “Private Exchange
Notes”) of the Company, guaranteed by the Guarantors, that are identical in all material
respects to the Exchange Notes except that the Private Exchange Notes may be subject to
restrictions on transfer and bear a legend to such effect. The Private Exchange Notes shall be
issued pursuant to the same indenture as the Exchange Notes and bear the same CUSIP number as the
Exchange Notes (if permitted by the CUSIP Service Bureau).




          Upon consummation of the Exchange Offer in accordance with this Section 2, the Company and the
Guarantors shall have no further registration obligations other than their continuing registration
obligations with respect to (i) Private Exchange Notes, (ii) Exchange Notes held by Participating
Broker-Dealers and (iii) Notes or Exchange Notes as to which clause (c)(iv) of this Section 2
applies.





     In connection with the Exchange Offer, the Company and the Guarantors shall:




     (1) mail or cause to be mailed to each Holder entitled to participate in the Exchange
Offer a copy of the Prospectus forming part of the Exchange Offer Registration Statement,
together with an appropriate letter of transmittal and related documents;




     (2) utilize the services of a depositary for the Exchange Offer with an address in the
Borough of Manhattan, The City of New York;




     (3) permit Holders to withdraw tendered Notes at any time prior to the close of
business, New York time, on the last Business Day on which the Exchange Offer shall remain
open; and




     (4) otherwise comply in all material respects with all applicable laws, rules and
regulations.



          As soon as practicable after the close of the Exchange Offer and the Private Exchange, if any,
the Company and the Guarantors shall:





     (1) accept for exchange all Notes validly tendered and not validly withdrawn by the
Holders pursuant to the Exchange Offer and the Private Exchange, if any;




     (2) deliver or cause to be delivered to the Trustee for cancellation all Registrable
Notes so accepted for exchange; and




     (3) cause the Trustee to authenticate and deliver promptly to each such Holder of
Notes, Exchange Notes or Private Exchange Notes, as the case may be, equal in principal
amount to the Registrable Notes of such Holder so accepted for exchange; provided
that, in the case of









 



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any Notes held in global form by a depositary, authentication and delivery to such
depositary of one or more replacement Notes in global form in an equivalent principal amount
thereto for the account of such Holders in accordance with the Indenture shall satisfy such
authentication and delivery requirement.



          The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than
that (i) the Exchange Offer or Private Exchange, as the case may be, does not violate applicable
law or any applicable interpretation of the staff of the Commission, (ii) no action or proceeding
shall have been instituted or threatened in any court or by any governmental agency which might
materially impair the ability of the Company and the Guarantors to proceed with the Exchange Offer
or the Private Exchange, and no material adverse development shall have occurred in any existing
action or proceeding with respect to the Company and the Guarantors and (iii) all governmental
approvals shall have been obtained, which approvals the Company deems necessary for the
consummation of the Exchange Offer or Private Exchange.




          The Exchange Notes and the Private Exchange Notes shall be issued under (i) the Indenture or
(ii) an indenture identical in all material respects to the Indenture (in either case, with such
changes as are necessary to comply with any requirements of the Commission to effect or maintain
the qualification thereof under the TIA) and which, in either case, has been qualified under the
TIA and shall provide that (a) the Exchange Notes shall not be subject to the transfer restrictions
set forth in the Indenture and (b) the Private Exchange Notes shall be subject to the transfer
restrictions set forth in the Indenture. The Indenture or such indenture shall provide that the
Exchange Notes, the Private Exchange Notes and the Notes shall vote and consent together on all
matters as one class and that none of the Exchange Notes, the Private Exchange Notes or the Notes
will have the right to vote or consent as a separate class on any matter.




          (c) In the event that (i) because of any change in law or in currently prevailing
interpretations of the staff of the Commission, the Company and the Guarantors are not permitted to
effect the Exchange Offer or (ii) the Initial Purchasers or any other Holder of Notes notifies the
Company and the Guarantors in writing within 20 days after the consummation of the Exchange Offer
that (A) it is prohibited by law or Commission policy from participating in the Exchange Offer, (B)
that it may not resell the Exchange Notes acquired by it in the Exchange Offer to the public
without delivering a prospectus and the prospectus contained in the Exchange Offer Registration
Statement is not appropriate or available for such resales or (C) that it is a broker-dealer and
owns Notes acquired directly from the Company or an affiliate of the Company (each such event
referred to in clauses (i) or (ii) of this sentence, a “Shelf Filing Event”), then the
Company and the Guarantors shall file a Shelf Registration pursuant to Section 3 hereof.




     Section 3. Shelf Registration




     If at any time a Shelf Filing Event shall occur, then:




     (a) Shelf Registration. The Company and the Guarantors shall file with the
Commission a Registration Statement for an offering to be made on a continuous basis
pursuant to Rule 415 covering all of the Registrable Notes not exchanged in the Exchange
Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(ii)(B) is
applicable (the “Shelf Registration”). The Shelf Registration shall be on an
appropriate form permitting registration of









 



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such Registrable Notes for resale by Holders in the manner or manners designated by
them (including, without limitation, one or more underwritten offerings). The Company and
the Guarantors shall not permit any securities other than the Registrable Notes to be
included in the Shelf Registration.




     (b) The Company and the Guarantors shall (x) cause the Shelf Registration to be filed
with the Commission on or prior to 180 days after the date of the Shelf Filing Event giving
rise to the obligation to file the Shelf Registration and shall thereafter use their
reasonable best efforts to cause the Shelf Registration to be declared effective under the
Securities Act on or prior to the 240th day after the date of the Shelf Filing Event giving
rise to the obligation to file the Shelf Registration and (y) to keep the Shelf Registration
continuously effective under the Securities Act for the period ending on the date which is
two years from the Issue Date, subject to extension pursuant to the penultimate paragraph of
Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when
all Registrable Notes covered by the Shelf Registration have been sold in the manner set
forth and as contemplated in the Shelf Registration; provided, however, that
(i) the Effectiveness Period in respect of the Shelf Registration shall be extended to the
extent required to permit dealers to comply with the applicable prospectus delivery
requirements of Rule 174 under the Securities Act and as otherwise provided herein and
(ii) the Company and the Guarantors may suspend the effectiveness of the Shelf Registration
by written notice to the Holders solely (A) as a result of the filing of a post-effective
amendment to the Shelf Registration to incorporate annual audited financial information with
respect to the Company and the Guarantors where such post-effective amendment is not yet
effective and needs to be declared effective to permit Holders to use the related Prospectus
or (B) to the extent and for so long as permitted by the penultimate paragraph of Section 5.




     (c) Supplements and Amendments. The Company and the Guarantors agree to
supplement or make amendments to the Shelf Registration as and when required by the rules,
regulations or instructions applicable to the registration form used for such Shelf
Registration or by the Securities Act or rules and regulations thereunder for shelf
registration, or if reasonably requested by the Holders of a majority in aggregate principal
amount of the Registrable Notes covered by such Registration Statement or by any underwriter
of such Registrable Notes.



     Section 4. Additional Interest



          (a) The Company, the Guarantors and the Initial Purchasers agree that the Holders will suffer
damages if the Company and the Guarantors fail to fulfill their obligations under Section 2 or
Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with
precision. Accordingly, the Company and the Guarantors agree that if:





     (i) the Exchange Offer Registration Statement has not been filed on or prior to the
180th day following the Issue Date, or, if that day is not a Business Day, the next day that
is a Business Day; or




     (ii) the Exchange Offer Registration Statement has not been declared effective on or
prior to the 240th day following the Issue Date, or, if that day is not a Business Day, the
next day that is a Business Day; or









 



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     (iii) the Exchange Offer is not consummated on or prior to the 280th day following the
Issue Date, or, if that day is not a Business Day, the next day that is a Business Day; or




     (iv) the Shelf Registration is required to be filed but is not declared effective
within the time period specified in Section 3(b)(x); or




     (v) the Exchange Offer Registration Statement or Shelf Registration Statement, as the
case may be, is declared effective by the date required hereunder but thereafter ceases to
be effective or usable during the Applicable Period, with respect to an Exchange Offer
Registration Statement, or the Effectiveness Period, with respect to a Shelf Registration
Statement (unless the Exchange Offer Registration Statement or Shelf Registration Statement,
as the case may be, ceases to be effective or usable as specifically permitted by the
penultimate paragraph of Section 5 hereof),


(each such event referred to in clauses (i) — (v) a “Registration Default”), additional
interest (“Additional Interest”) will accrue on the principal amount of the affected
Registrable Notes. The rate of Additional Interest will be 0.25% per annum for the first 90-day
period immediately following the occurrence of a Registration Default, increasing by an additional
0.25% per annum with respect to each subsequent 90-day period up to a maximum amount of Additional
Interest of 1.00% per annum, from and including the date on which any such Registration Default
shall occur to, but excluding, the earlier of (1) the date on which all Registration Defaults have
been cured or (2) the date on which such Registrable Note ceases to be a Registrable Note or
otherwise become freely transferable by Holders other than affiliates of the Company without
further registration under the Securities Act. If, after the cure of all Registration Defaults
then in effect, there is a subsequent Registration Default, the rate of Additional Interest for
such subsequent Registration Default shall initially be 0.25% regardless of the rate in effect with
respect to any prior Registration Default at the time of cure of such Registration Default and
shall increase in the manner and be subject to the maximum Additional Interest rate contained in
the preceding sentence.




          Notwithstanding the foregoing, (1) the amount of Additional Interest payable shall not
increase because more than one Registration Default has occurred and is pending and (2) a Holder of
Registrable Notes that is not entitled to the benefits of the Shelf Registration (e.g.,
such Holder has not elected to include information) shall not be entitled to Additional Interest
with respect to a Registration Default that pertains to the Shelf Registration.




          (b) So long as Notes remain outstanding, the Company and the Guarantors shall notify the
Trustee within five Business Days after each and every date on which an event occurs in respect of
which Additional Interest shall accrue. The amount of Additional Interest for Registrable Notes
will be determined on the basis of a 360-day year comprised of twelve 30-day months and, in the
case of a partial month, the actual number of days elapsed. All Additional Interest accruing on
the Notes will be payable in cash on each scheduled interest payment date for the Notes.




     Section 5. Registration Procedures



          In connection with the filing of any Registration Statement pursuant to Section 2 or 3 hereof,
the Company and the Guarantors shall effect such registrations to permit the sale of the securities
covered thereby in accordance with the intended method or methods of disposition thereof, and
pursuant










 



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thereto and in connection with any Registration Statement filed by the Company and the
Guarantors hereunder, the Company and the Guarantors shall:





     (a) Use their reasonable best efforts to prepare and file with the Commission the
Registration Statement or Registration Statements prescribed by Section 2 or 3 hereof, and
use their reasonable best efforts to cause each such Registration Statement to become
effective and remain effective as provided herein; provided, however, that,
if (1) such filing is pursuant to Section 3 hereof, or (2) a Prospectus contained in the
Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be
delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Notes during the Applicable Period relating thereto, before filing any Registration
Statement or Prospectus or any amendments or supplements thereto, the Company and the
Guarantors shall furnish to and afford the Holders of the Registrable Notes covered by such
Registration Statement or each such Participating Broker-Dealer, as the case may be, their
counsel (if requested by any such person) and the managing underwriters, if any, a
reasonable opportunity to review copies of all such documents (including copies of any
documents to be incorporated by reference therein and all exhibits thereto) proposed to be
filed (in each case at least five Business Days prior to such filing). The Company and the
Guarantors shall not file any Registration Statement or Prospectus or any amendments or
supplements thereto if the Holders of a majority in aggregate principal amount of the
Registrable Notes covered by such Registration Statement, or any such Participating
Broker-Dealer, as the case may be, their counsel, or the managing underwriters, if any,
shall reasonably object.




     (b) Use their reasonable best efforts to prepare and file with the Commission such
amendments and post-effective amendments to each Shelf Registration or Exchange Offer
Registration Statement, as the case may be, as may be necessary to keep such Registration
Statement continuously effective for the Effectiveness Period or the Applicable Period, as
the case may be; cause the related Prospectus to be supplemented by any Prospectus
supplement required by applicable law, and as so supplemented to be filed pursuant to Rule
424 (or any similar provisions then in force) promulgated under the Securities Act; and
comply with the applicable provisions of the Securities Act and the Exchange Act with
respect to the disposition of all securities covered by such Registration Statement as so
amended or in such Prospectus as so supplemented and with respect to the subsequent resale
of any securities being sold by a Participating Broker-Dealer covered by any such
Prospectus, in each case, in accordance with the intended methods of distribution set forth
in such Registration Statement or Prospectus, as so amended or supplemented.




     (c) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period relating thereto
from whom the Company and the Guarantors have received written notice that such
Participating Broker-Dealer will be a Participating Broker-Dealer in the applicable Exchange
Offer, notify the selling Holders of Registrable Notes, or each such Participating
Broker-Dealer, as the case may be, their counsel (if such counsel is known to the Company)
and the managing underwriters, if any, as promptly as possible, and, if requested by any
such Person, confirm such notice in writing, (i) when a Prospectus or any Prospectus
supplement or post-effective amendment has been filed, and, with









 



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respect to a Registration Statement or any post-effective amendment, when the same has
become effective under the Securities Act (including in such notice a written statement
that any Holder may, upon request, obtain, at the sole expense of the Company and the
Guarantors, one conformed copy of such Registration Statement or post-effective amendment
including financial statements and schedules, documents incorporated or deemed to be
incorporated by reference and exhibits), (ii) of the issuance by the Commission of any stop
order suspending the effectiveness of a Registration Statement, of any order preventing or
suspending the use of any preliminary prospectus or the initiation of any proceedings for
that purpose, of the issuance by the Commission of a notification of objection to the use of
the form on which the Registration Statement has been filed, or of the happening of any
event that causes the Issuer to become an “ineligible issuer,” as defined in Rule 405,
(iii) if at any time when a Prospectus is required by the Securities Act to be delivered in
connection with sales of the Registrable Notes or resales of Exchange Notes by Participating
Broker-Dealers the representations and warranties of the Company and the Guarantors
contained in any agreement (including any underwriting agreement) contemplated by Section
5(m) hereof cease to be true and correct in all material respects, (iv) of the receipt by
the Company and the Guarantors of any notification with respect to the suspension of the
qualification or exemption from qualification of a Registration Statement or any of the
Registrable Notes or the Exchange Notes for offer or sale in any jurisdiction, or the
initiation or threatening of any proceeding for such purpose, (v) of the happening of any
event, the existence of any condition or any information becoming known to the Company and
the Guarantors that makes any statement made in such Registration Statement or related
Prospectus or any document incorporated or deemed to be incorporated therein by reference
untrue in any material respect or that requires the making of any changes in or amendments
or supplements to such Registration Statement, Prospectus or documents so that, in the case
of the Registration Statement, it will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to make the
statements therein not misleading, and that in the case of the Prospectus, it will not
contain any untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading and (vi) of the Company’s
determination that a post-effective amendment to a Registration Statement would be
appropriate.




     (d) If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, use their
reasonable best efforts to prevent the issuance of any order suspending the effectiveness of
a Registration Statement or of any order preventing or suspending the use of a Prospectus or
suspending the qualification (or exemption from qualification) of any of the Registrable
Notes or the Exchange Notes, as the case may be, for sale in any jurisdiction, and, if any
such order is issued, to use their reasonable best efforts to obtain the withdrawal of any
such order at the earliest practicable moment.




     (e) If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period and if requested
by the managing underwriter or underwriters (if any), the Holders of a majority in aggregate
principal amount of the









 



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Registrable Notes covered by such Registration Statement or any Participating
Broker-Dealer, as the case may be, (i) promptly incorporate in such Registration Statement
or Prospectus a prospectus supplement or post-effective amendment such information as the
managing underwriter or underwriters (if any), such Holders or any Participating
Broker-Dealer, as the case may be (based upon advice of counsel), determine is reasonably
required to be included therein and (ii) make all required filings of such prospectus
supplement or such post-effective amendment as soon as practicable after the Company and the
Guarantors have received notification of the matters to be incorporated in such prospectus
supplement or post-effective amendment; provided, however, that the Company
and the Guarantors shall not be required to take any action hereunder that would, in the
written opinion of counsel to the Company, violate applicable laws.




     (f) If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, furnish to each
selling Holder of Registrable Notes or each such Participating Broker-Dealer, as the case
may be, who so requests, their counsel (if requested by any such person) and each managing
underwriter, if any, at the sole expense of the Company and the Guarantors, one conformed
copy of the Registration Statement or Registration Statements and each post-effective
amendment thereto, including financial statements and schedules, and, if requested, all
documents incorporated or deemed to be incorporated therein by reference and all exhibits.
The Issuer and the Guarantors shall not, without the prior consent of the Initial
Purchasers, make any offer relating to the Notes, the Exchange Notes or the Private Exchange
Notes that would constitute a “free writing prospectus,” as defined in Rule 405.




     (g) If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, deliver to each
selling Holder of Registrable Notes or each such Participating Broker-Dealer, as the case
may be, their respective counsel (if requested) and the underwriters, if any, at the sole
expense of the Company and the Guarantors, as many copies of the Prospectus or Prospectuses
(including each form of preliminary prospectus) and each amendment or supplement thereto and
any documents incorporated by reference therein as such Persons may reasonably request; and,
subject to the last paragraph of this Section 5, the Company and the Guarantors hereby
consent to the use of such Prospectus and each amendment or supplement thereto by each of
the selling Holders of Registrable Notes or each such Participating Broker-Dealer, as the
case may be, and the underwriters or agents, if any, and dealers (if any), in connection
with the offering and sale of the Registrable Notes covered by, or the sale by Participating
Broker-Dealers of the Exchange Notes pursuant to, such Prospectus and any amendment or
supplement thereto.




     (h) Prior to any public offering of Registrable Notes or Exchange Notes or any delivery
of a Prospectus contained in the Exchange Offer Registration Statement by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, use their
reasonable best efforts to register or qualify, and to cooperate with the selling Holders of









 



-13-



Registrable Notes or each such Participating Broker-Dealer, as the case may be, the
managing underwriter or underwriters, if any, and their respective counsel in connection
with the registration or qualification (or exemption from such registration or
qualification) of such Registrable Notes or Exchange Notes, as the case may be, for offer
and sale under the securities or Blue Sky laws of such jurisdictions within the United
States as any selling Holder, Participating Broker-Dealer, or the managing underwriter or
underwriters reasonably request; provided, however, that where Exchange
Notes or Registrable Notes are offered other than through an underwritten offering, the
Company and the Guarantors agree to cause the Company’s counsel to perform Blue Sky
investigations and file registrations and qualifications required to be filed pursuant to
this Section 5(h); keep each such registration or qualification (or exemption therefrom)
effective during the period such Registration Statement is required to be kept effective and
do any and all other acts or things reasonably necessary or advisable to enable the
disposition in such jurisdictions of such Exchange Notes or Registrable Notes covered by the
applicable Registration Statement; provided, however, that the Company and
the Guarantors shall not be required to (A) qualify generally to do business in any
jurisdiction where it is not then so qualified, (B) take any action that would subject it to
general service of process in any such jurisdiction where it is not then so subject or (C)
subject itself to taxation in excess of a nominal dollar amount in any such jurisdiction
where it is not then so subject.




     (i) If a Shelf Registration is filed pursuant to Section 3 hereof, cooperate with the
selling Holders of Registrable Notes and the managing underwriter or underwriters, if any,
to facilitate the timely preparation and delivery of certificates representing Registrable
Notes to be sold, which certificates shall not bear any restrictive legends and shall be in
a form eligible for deposit with The Depository Trust Company; and enable such Registrable
Notes to be in such denominations and registered in such names as the managing underwriter
or underwriters, if any, or selling Holders may request at least two Business Days prior to
any sale of such Registrable Notes.




     (j) Use their reasonable best efforts to cause the Registrable Notes or Exchange Notes
covered by any Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be reasonably necessary to enable the seller or
sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of
such Registrable Notes or Exchange Notes, except as may be required solely as a consequence
of the nature of such selling Holder’s business, in which case the Company and the
Guarantors will cooperate in all reasonable respects with the filing of such Registration
Statement and the granting of such approvals.




     (k) If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, upon the
occurrence of any event contemplated by Section 5(c)(v) or 5(c)(vi) hereof, as promptly as
practicable prepare and (subject to Section 5(a) and the penultimate paragraph of this
Section 5) file with the Commission, at the sole expense of the Company and the Guarantors,
a supplement or post-effective amendment to the Registration Statement or a supplement to
the related Prospectus or any document incorporated or deemed to be incorporated therein by
reference, or file any other









 



-14-



required document so that, as thereafter delivered to the purchasers of the Registrable
Notes being sold thereunder or to the purchasers of the Exchange Notes to whom such
Prospectus will be delivered by a Participating Broker-Dealer, any such Prospectus will not
contain an untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.




     (l) Prior to the effective date of the first Registration Statement relating to the
Registrable Notes, (i) provide the Trustee with certificates for the Registrable Notes in a
form eligible for deposit with The Depository Trust Company and (ii) provide a CUSIP number
for the Registrable Notes.




     (m) In connection with any underwritten offering of Registrable Notes pursuant to a
Shelf Registration, enter into an underwriting agreement as is customary in underwritten
offerings of debt securities similar to the Notes and take all such other actions as are
reasonably requested by the managing underwriter or underwriters in order to expedite or
facilitate the registration or the disposition of such Registrable Notes and, whether or not
such offering is an underwritten offering, (i) make such representations and warranties to
the managing underwriter or underwriters, if any (and to any Holder that has advised the
Company and the Guarantors that such Holder may have a “due diligence” defense under
Section 11 of the Securities Act), and covenants with, the underwriters with respect to the
business of the Company, the Guarantors and their respective subsidiaries (including any
acquired business, properties or entity, if applicable), and the Registration Statement,
Prospectus and documents, if any, incorporated or deemed to be incorporated by reference
therein, in each case, as are customarily made by the Company and the Guarantors to
underwriters in underwritten offerings of debt securities similar to the Notes, and confirm
the same in writing if and when reasonably requested; (ii) use their reasonable best efforts
to obtain the written opinions of counsel to the Company and the Guarantors and written
updates thereof in form, scope and substance reasonably satisfactory to the managing
underwriter or underwriters, addressed to the underwriters (and to any Holder that has
advised the Company and the Guarantors that such Holder may have a “due diligence” defense
under Section 11 of the Securities Act) covering the matters customarily covered in opinions
requested in underwritten offerings and such other matters as may be reasonably requested by
the managing underwriter or underwriters; (iii) use their reasonable best efforts to obtain
“cold comfort” letters and updates thereof in form, scope and substance reasonably
satisfactory to the managing underwriter or underwriters from the independent certified
public accountants of the Company and the Guarantors (and, if necessary, any other
independent certified public accountants of any subsidiary of the Company or any Guarantor
or of any business acquired by the Company or any Guarantor for which financial statements
and financial data are, or are required to be, included or incorporated by reference in the
Registration Statement), addressed to each of the underwriters (and to any Holder that has
advised the Company and the Guarantors that such Holder may have a “due diligence” defense
under Section 11 of the Securities Act), such letters to be in customary form and covering
matters of the type customarily covered in “cold comfort” letters in connection with
underwritten offerings; and (iv) if an underwriting agreement is entered into, the same
shall contain indemnification provisions and procedures no less favorable than those set
forth in Section 7 hereof (or such other provisions and procedures acceptable to Holders of
a majority in aggregate principal amount of Registrable Notes covered by such Registration
Statement and the









 



-15-



managing underwriter or underwriters or agents) with respect to all parties to be
indemnified pursuant to said Section; provided that the Company and the Guarantors shall not
be required to provide indemnification to any underwriter selected in accordance with the
provisions of Section 9 hereof with respect to information relating to such underwriter
furnished in writing to the Company and the Guarantors by or on behalf of such underwriter
expressly for inclusion in such Registration Statement; provided, further that the
Company and the Guarantors shall not be required to enter into more than two such
underwriting agreements with respect to underwritten offerings of Registrable Notes. The
above shall be done at each closing under such underwriting agreement, or as and to the
extent required thereunder.




     (n) If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, make available
for inspection by any selling Holder of such Registrable Notes being sold or each such
Participating Broker-Dealer, as the case may be, any underwriter participating in any such
disposition of Registrable Notes, if any, and any attorney, accountant or other agent
retained by any such selling Holder or each such Participating Broker-Dealer, as the case
may be, or underwriter (collectively, the “Inspectors”), at the offices where
normally kept, during reasonable business hours, all financial and other records, pertinent
corporate documents and instruments of the Company and the Guarantors and their respective
subsidiaries (collectively, the “Records”) as shall be reasonably necessary to
enable them to exercise any applicable due diligence responsibilities, and cause the
officers, directors and employees of the Company and the Guarantors and their respective
subsidiaries to supply all information reasonably requested by any such Inspector in
connection with such Registration Statement and Prospectus. Each Inspector shall agree in
writing that it will keep the Records confidential and that it will not disclose, or use in
connection with any market transactions in violation of any applicable securities laws, any
Records that the Company determines, in good faith, to be confidential and that it notifies
the Inspectors in writing are confidential unless (i) the disclosure of such Records is
necessary to avoid or correct a misstatement or omission in such Registration Statement or
Prospectus, (ii) the release of such Records is ordered pursuant to a subpoena or other
order from a court of competent jurisdiction, (iii) disclosure of such information is
necessary or advisable in the opinion of counsel for an Inspector in connection with any
action, claim, suit or proceeding, directly or indirectly, involving or potentially
involving such Inspector and arising out of, based upon, relating to, or involving this
Agreement or the Purchase Agreement, or any transactions contemplated hereby or thereby or
arising hereunder or thereunder or (iv) the information in such Records has been made
generally available to the public; provided, however, that (i) each
Inspector shall agree to use reasonable best efforts to provide notice to the Company and
the Guarantors of the potential disclosure of any information by such Inspector pursuant to
clause (i), (ii) or (iii) of this sentence to permit the Company and the Guarantors to
obtain a protective order (or waive the provisions of this paragraph (n)) and (ii) each such
Inspector shall take such actions as are reasonably necessary to protect the confidentiality
of such information (if practicable) to the extent such action is otherwise not inconsistent
with, an impairment of or in derogation of the rights and interests of the Holder or any
Inspector.









 



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     (o) Provide an indenture trustee for the Registrable Notes or the Exchange Notes, as
the case may be, and cause the Indenture or the trust indenture provided for in Section 2(a)
hereof to be qualified under the TIA not later than the effective date of the Exchange Offer
or the first Registration Statement relating to the Registrable Notes; and in connection
therewith, cooperate with the trustee under any such indenture and the Holders of the
Registrable Notes or Exchange Notes, as applicable, to effect such changes to such indenture
as may be required for such indenture to be so qualified in accordance with the terms of the
TIA; and execute, and use their reasonable best efforts to cause such trustee to execute,
all documents as may be required to effect such changes, and all other forms and documents
required to be filed with the Commission to enable such indenture to be so qualified in a
timely manner.




     (p) Comply with all applicable rules and regulations of the Commission and make
generally available to the Company’s security holders earnings statements satisfying the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar
rule promulgated under the Securities Act) after the end of any 12-month period no later
than the number of days permitted for the filing of Quarterly Reports on Form 10-Q by
accelerated filers (as defined in the Exchange Act) (or after the end of any 12-month period
if such period is a fiscal year no later than the number of days permitted for the filing of
Annual Reports on Form 10-K by accelerated filers (as defined in the Exchange Act))
(i) commencing at the end of any fiscal quarter in which Registrable Notes or Exchange Notes
are sold to underwriters in a firm commitment or best efforts underwritten offering and
(ii) if not sold to underwriters in such an offering, commencing on the first day of the
first fiscal quarter of the Company after the effective date of a Registration Statement,
which statements shall cover said 12-month periods consistent with the requirements of Rule
158.




     (q) Upon the request of a Holder, upon consummation of the Exchange Offer or a Private
Exchange, use their reasonable best efforts to obtain an opinion of counsel to the Company
and the Guarantors, in a form customary for underwritten transactions, addressed to the
Trustee for the benefit of all Holders of Registrable Notes participating in the Exchange
Offer or the Private Exchange, as the case may be, that the Exchange Notes or Private
Exchange Notes, as the case may be, and the related indenture constitute legal, valid and
binding obligations of the Company and the Guarantors, enforceable against the Company and
the Guarantors in accordance with its respective terms, subject to customary exceptions and
qualifications.




     (r) If the Exchange Offer or a Private Exchange is to be consummated, upon delivery of
the Registrable Notes by Holders to the Company (or to such other Person as directed by the
Company) in exchange for the Exchange Notes or the Private Exchange Notes, as the case may
be, mark, or cause to be marked, on such Registrable Notes that such Registrable Notes are
being cancelled in exchange for the Exchange Notes or the Private Exchange Notes, as the
case may be; provided that in no event shall such Registrable Notes be marked as
paid or otherwise satisfied.




     (s) Cooperate with each seller of Registrable Notes covered by any Registration
Statement and each underwriter, if any, participating in the disposition of such Registrable
Notes and their respective counsel in connection with any filings required to be made with
the FINRA.









 



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     (t) Use their reasonable best efforts to take all other steps reasonably necessary or
advisable to effect the registration of the Exchange Notes and/or Registrable Notes covered
by a Registration Statement contemplated hereby.



          The Company may require each seller of Registrable Notes or Exchange Notes as to which any
registration is being effected to furnish to the Company and the Guarantors such information
regarding such seller and the distribution of such Registrable Notes or Exchange Notes as the
Company may, from time to time, reasonably request. The Company and the Guarantors may exclude
from such registration the Registrable Notes of any seller so long as such seller fails to furnish
such information within a reasonable time after receiving such request and, in the event of such an
exclusion, the Company and the Guarantors shall have no further obligation under this Agreement
(including, without limitation, the obligations under Section 4) with respect to such seller or any
subsequent Holder of such Registrable Notes. Each seller as to which any Shelf Registration is
being effected agrees to furnish promptly to the Company and the Guarantors all information
required to be disclosed in order to make any information previously furnished to the Company and
the Guarantors by such seller not materially misleading.




          If any such Registration Statement refers to any Holder by name or otherwise as the holder of
any securities issued or guaranteed by the Company or any Guarantor, then such Holder shall have
the right to require (i) the insertion therein of language, in form and substance reasonably
satisfactory to such Holder, to the effect that the holding by such Holder of such securities is
not to be construed as a recommendation by such Holder of the investment quality of the securities
covered thereby and that such holding does not imply that such Holder will assist in meeting any
future financial requirements of the Company and the Guarantors, or (ii) in the event that such
reference to such Holder by name or otherwise is not required by the Securities Act or any similar
federal statute then in force, the deletion of the reference to such Holder in any amendment or
supplement to the applicable Registration Statement filed or prepared subsequent to the time that
such reference ceases to be required.




          Each Holder of Registrable Notes and each Participating Broker-Dealer agrees by acquisition of
such Registrable Notes or Exchange Notes that, upon the Company providing notice to such Holder or
Participating Broker-Dealer, as the case may be, (x) of the happening of any event of the kind
described in Section 5(c)(ii), 5(c)(iii), 5(c)(iv), or 5(c)(v) hereof, or (y) that the Board of
Directors of the Company (the “Board of Directors”) has resolved that the Company and the
Guarantors have a bona fide business purpose for doing so, then, upon providing such notice (which
shall refer to the penultimate paragraph of this Section 5), the Company and the Guarantors may
delay the filing or the effectiveness of the Exchange Offer Registration Statement or the Shelf
Registration (if not then filed or effective, as applicable) and shall not be required to maintain
the effectiveness thereof or amend or supplement the Exchange Offer Registration Statement or the
Shelf Registration, in all cases, for a period (a “Delay Period”) expiring upon the earlier
to occur of (i) in the case of the immediately preceding clause (x), such Holder’s or Participating
Broker-Dealer’s receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 5(k) hereof or until it is advised in writing (the “Advice”) by the Company or any
of the Guarantors that the use of the applicable Prospectus may be resumed, and has received copies
of any amendments or supplements thereto or (ii) in the case of the immediately preceding
clause (y), the date which is the earlier of (A) the date on which such business purpose ceases to
interfere with the Company’s and the Guarantors’ obligations to file or maintain the effectiveness
of any such Registration Statement pursuant to this Agreement or (B) 60 days after the Company or
any of the Guarantors notify the Holders of such good faith determination. There shall not be more
than 60 days










 



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of Delay Periods during any 12-month period. The maximum length of the Applicable Period set
forth in Section 2(b) shall be extended by a number of days equal to the number of days during any
Delay Period. Any Delay Period will not alter the obligations of the Company and the Guarantors to
pay Additional Interest under the circumstances set forth in Section 4 hereof.




          Each Holder or Participating Broker-Dealer, by its acceptance of any Registrable Note, agrees
that during any Delay Period, each Holder or Participating Broker-Dealer will discontinue
disposition of such Notes or Exchange Notes covered by such Registration Statement or Prospectus or
Exchange Notes to be sold by such Holder or Participating Broker-Dealer, as the case may be.




     Section 6. Registration Expenses



          All fees and expenses incident to the performance of or compliance with this Agreement by the
Company and the Guarantors (other than any underwriting discounts or commissions) shall be borne by
the Company and the Guarantors, whether or not the Exchange Offer Registration Statement or the
Shelf Registration is filed or becomes effective or the Exchange Offer is consummated, including,
without limitation, (i) all registration and filing fees (including, without limitation, fees and
expenses of compliance with state securities or Blue Sky laws (including, without limitation,
reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the
Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes
or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of
Registrable Notes are located, in the case of an Exchange Offer, or (y) as provided in Section 5(h)
hereof, in the case of a Shelf Registration or in the case of Exchange Notes to be sold by a
Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including,
without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a
form eligible for deposit with The Depository Trust Company and of printing prospectuses if the
printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by
the Holders of a majority in aggregate principal amount of the Registrable Notes included in any
Registration Statement or in respect of Exchange Notes to be sold by any Participating
Broker-Dealer during the Applicable Period, as the case may be, (iii) messenger, telephone and
delivery expenses, (iv) fees and disbursements of counsel for the Company and the Guarantors and
the reasonable fees and disbursements of one special counsel for all of the sellers of Registrable
Notes (exclusive of any counsel retained pursuant to Section 7 hereof) selected by the Holders of a
majority in aggregate principal amount of Notes, Exchange Notes and Private Exchange Notes being
registered and reasonably satisfactory to the Company, (v) fees and disbursements of all
independent certified public accountants referred to in Section 5(m)(iii) hereof (including,
without limitation, the expenses of any special audit and “cold comfort” letters required by or
incident to such performance), (vi) Securities Act liability insurance, if the Company desires such
insurance, (vii) fees and expenses of all other Persons retained by any of the Company or any of
the Guarantors, (viii) internal expenses of the Company and the Guarantors (including, without
limitation, all salaries and expenses of officers and employees of the Company and the Guarantors
performing legal or accounting duties), (ix) the expense of any annual audit, (x) the fees and
expenses incurred in connection with the listing of the securities to be registered on any
securities exchange, and the obtaining of a rating of the securities, in each case, if applicable,
(xi) any required fees and expenses incurred in connection with any filing required to be made with
the FINRA and (xii) the expenses relating to printing, word processing and distributing all
Registration Statements, underwriting agreements, indentures and any other documents necessary in
order to comply with this Agreement. Notwithstanding the foregoing or anything to the contrary,
each Holder










 



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shall pay all underwriting discounts and commissions of any underwriters with respect to any
Registrable Notes sold by or on behalf of it.




     Section 7. Indemnification



          (a) The Company and each Guarantor, jointly and severally, agree to indemnify and hold
harmless each Holder of Registrable Notes and each Participating Broker-Dealer selling Exchange
Notes during the Applicable Period, each Person, if any, who controls any such Person within the
meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, the agents,
employees, officers and directors of each Holder and each such Participating Broker-Dealer and the
agents, partners, members, employees, officers, managers and directors of any such controlling
Person (each, a “Participant”) from and against any and all losses, liabilities, claims,
damages and expenses whatsoever (including, but not limited to, reasonable attorneys’ fees and any
and all reasonable expenses whatsoever actually incurred in investigating, preparing or defending
against any litigation, commenced or threatened, or any claim whatsoever, and any and all
reasonable amounts paid in settlement of any claim or litigation) (collectively, “Losses”)
to which they or any of them may become subject under the Securities Act, the Exchange Act or
otherwise insofar as such Losses (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in any Registration
Statement (or any amendment thereto) or Prospectus (as amended or supplemented if the Company or
any of the Guarantors shall have furnished any amendments or supplements thereto) or any
preliminary prospectus or “issuer free writing prospectus,” as defined in Rule 433 (“Issuer
FWP”), or caused by, arising out of or based upon any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein,
in the case of the Prospectus, in the light of the circumstances under which they were made, not
misleading, provided that the foregoing indemnity shall not be available to any Participant
insofar as such Losses are caused by any untrue statement or omission or alleged untrue statement
or omission made in reliance upon and in conformity with information relating to such Participant
furnished to the Company or any of the Guarantors in writing by or on behalf of such Participant
expressly for use therein. This indemnity agreement will be in addition to any liability that the
Company and the Guarantors may otherwise have, including, but not limited to, liability under this
Agreement. Notwithstanding anything to the contrary contained herein, any costs or expenses
advanced by the Company and the Guarantors to any Participant pursuant to the terms of this Section
7(a) shall be promptly reimbursed to the extent that such Participant is ultimately determined not
to have been entitled to indemnification therefor.




          (b) Each Participant agrees, severally and not jointly, to indemnify and hold harmless the
Company, the Guarantors, each Person, if any, who controls the Company or any Guarantor within the
meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, and each of their
respective agents, partners, members, employees, officers and members of the board of directors
from and against any Losses to which they or any of them may become subject under the Securities
Act, the Exchange Act or otherwise insofar as such Losses (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of a material fact contained
in any Registration Statement (or any amendment thereto) or Prospectus (as amended or supplemented
if the Company or any of the Guarantors shall have furnished any amendments or supplements thereto)
or any preliminary prospectus, or caused by, arising out of or based upon any omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the
statements therein, in the case of the Prospectus, in the light of the circumstances under which
they were made, not misleading,










 



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in each case to the extent, but only to the extent, that any such Loss arises out of or is
based upon any untrue statement or alleged untrue statement or omission or alleged omission made in
reliance upon and in conformity with information relating to such Participant furnished in writing
to the Company and the Guarantors by or on behalf of such Participant expressly for use therein.




          (c) Promptly after receipt by an indemnified party under subsection 7(a) or 7(b) above of
notice of the commencement of any action, suit or proceeding (collectively, an “action”),
such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify each party against whom indemnification is to be sought in
writing of the commencement of such action (but the failure so to notify an indemnifying party
shall not relieve such indemnifying party from any liability that it may have under this Section 7
except to the extent that it has been prejudiced in any material respect by such failure). In case
any such action is brought against any indemnified party, and it notifies an indemnifying party of
the commencement of such action, the indemnifying party will be entitled to participate in such
action and, to the extent it may elect by written notice delivered to the indemnified party
promptly after receiving the aforesaid notice from such indemnified party, to assume the defense of
such action with counsel reasonably satisfactory to such indemnified party. Notwithstanding the
foregoing, the indemnified party or parties shall have the right to employ its or their own counsel
in any such action, but the reasonable fees and expenses of such counsel shall be at the expense of
such indemnified party or parties unless (i) the employment of such counsel and the payment of such
fees and expenses by the indemnifying party shall have been authorized and agreed to in writing by
the indemnifying parties in connection with the defense of such action, (ii) the indemnifying
parties shall not have employed counsel to take charge of the defense of such action within a
reasonable time after notice of commencement of the action, or (iii) the named parties to such
action (including any impleaded parties) include such indemnified party and the indemnifying party
or parties (or such indemnifying parties have assumed the defense of such action), and such
indemnified party or parties shall have reasonably concluded, after consultation with counsel, that
there may be defenses available to it or them that are different from or additional to those
available to one or all of the indemnifying parties (in which case the indemnifying parties shall
not have the right to direct the defense of such action on behalf of the indemnified party or
parties), in any of which events such reasonable fees and expenses of such counsel shall be borne
by the indemnifying parties. In no event shall the indemnifying party be liable for the reasonable
fees and expenses of more than one counsel (together with appropriate local counsel) at any time
for all indemnified parties in connection with any one action or separate but substantially similar
or related actions arising in the same jurisdiction out of the same general allegations or
circumstances. Any such separate firm for the Participants shall be designated in writing by
Participants who sold a majority in interest of Registrable Notes sold by all such Participants and
shall be reasonably acceptable to the Company and any such separate firm for the Company and the
Guarantors, their affiliates, officers, directors, representatives, employees and agents and such
control Persons of the Company and the Guarantors shall be designated in writing by the Company and
shall be reasonably acceptable to the Holders. An indemnifying party shall not be liable for any
settlement of any claim or action effected without its written consent, which consent may not be
unreasonably withheld. No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened proceeding in respect of
which any indemnified party is or could have been a party and indemnity could have been sought
hereunder by such
indemnified party, unless such settlement (x) includes an unconditional release
of such indemnified party from all liability on claims that are the subject matter of such
proceeding and (y) does not include a statement as to or an admission of fault, culpability or a
failure to act by or on behalf of any indemnified party.










 



-21-




          (d) In order to provide for contribution in circumstances in which the indemnification
provided for in this Section 7 is for any reason held to be unavailable from the indemnifying party
for any Losses referred to therein, or is insufficient to hold harmless a party indemnified under
this Section 7 for any Losses referred to therein, each indemnifying party shall contribute to the
amount paid or payable by such indemnified party as a result of such aggregate Losses (i) in such
proportion as is appropriate to reflect the relative benefits received by each indemnifying party,
on the one hand, and each indemnified party, on the other hand, from the sale of the Notes to the
Initial Purchasers or the resale of the Registrable Notes by such Holder, as applicable, or (ii) if
such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the relative fault of each
indemnified party, on the one hand, and each indemnifying party, on the other hand, in connection
with the statements or omissions that resulted in such Losses, as well as any other relevant
equitable considerations. The relative benefits received by the Company and the Guarantors, on the
one hand, and each Participant, on the other hand, shall be deemed to be in the same proportion as
(x) the total proceeds from the sale of the Notes to the Initial Purchasers (net of discounts and
commissions but before deducting expenses) received by the Company and the Guarantors are to (y)
the total net profit received by such Participant in connection with the sale of the Registrable
Notes. The relative fault of the parties shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company and the Guarantors
or such Participant and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission or alleged statement or omission.




          (e) The parties agree that it would not be just and equitable if contribution pursuant to this
Section 7 were determined by pro rata allocation or by any other method of allocation that does not
take into account the equitable considerations referred to above. Notwithstanding the provisions
of this Section 7, (i) in no case shall any Participant be required to contribute any amount in
excess of the amount by which the net profit received by such Participant in connection with the
sale of the Registrable Notes exceeds the amount of any damages that such Participant has otherwise
been required to pay by reason of any untrue or alleged untrue statement or omission or alleged
omission and (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. Any party entitled to contribution will, promptly after
receipt of notice of commencement of any action against such party in respect of which a claim for
contribution may be made against another party or parties under this Section 7, notify such party
or parties from whom contribution may be sought, but the omission to so notify such party or
parties shall not relieve the party or parties from whom contribution may be sought from any
obligation it or they may have under this Section 7 or otherwise, except to the extent that it has
been prejudiced in any material respect by such failure; provided, however, that no
additional notice shall be required with respect to any action for which notice has been given
under this Section 7 for purposes of indemnification. Anything in this section to the contrary
notwithstanding, no party shall be liable for contribution with respect to any action or claim
settled without its written consent; provided, however, that such written consent
was not unreasonably withheld.




     Section 8. Rules 144 and 144A



          The Company and the Guarantors covenant that they will file the reports required, if any, to
be filed by the Company and the Guarantors under the Securities Act and the Exchange Act and the










 



-22-



rules and regulations adopted by the Commission thereunder in a timely manner in accordance
with the requirements of the Securities Act and the Exchange Act and, if at any time the Company
and the Guarantors are not required to file such reports, they will, upon the request of any Holder
or beneficial owner of Registrable Notes, make available such information necessary to permit sales
pursuant to Rule 144A under the Securities Act. The Company and the Guarantors further covenant
that for so long as any Registrable Notes remain outstanding they will take such further action as
any Holder of Registrable Notes may reasonably request from time to time to enable such Holder to
sell Registrable Notes without registration under the Securities Act within the limitation of the
exemptions provided by (a) Rule 144 and Rule 144A under the Securities Act, as such Rules may be
amended from time to time, or (b) any similar rule or regulation hereafter adopted by the
Commission.




     Section 9. Underwritten Registrations



          If any of the Registrable Notes covered by any Shelf Registration are to be sold in an
underwritten offering, the investment banker or investment bankers and manager or managers that
will manage the offering will be selected by the Holders of a majority in aggregate principal
amount of such Registrable Notes included in such offering and shall be reasonably acceptable to
the Company and the Guarantors.




          No Holder of Registrable Notes may participate in any underwritten registration hereunder if
such Holder does not (a) agree to sell such Holder’s Registrable Notes on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements
and (b) complete and execute all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting arrangements.




     Section 10. Miscellaneous



          (a) No Inconsistent Agreements. The Company and the Guarantors have not, as of the
date hereof, and shall not, after the date of this Agreement, enter into any agreement with respect
to any of its securities that is inconsistent with the rights granted to the Holders of Registrable
Notes in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to
the Holders hereunder do not conflict with and are not inconsistent with, in any material respect,
the rights granted to the holders of any other outstanding securities issued or guaranteed by the
Company or any Guarantor under any such agreements. The Company and the Guarantors have not
entered and will not enter into any agreement with respect to any of its securities which will
grant to any Person piggy-back registration rights with respect to any Registration Statement.




          (b) Adjustments Affecting Registrable Notes. The Company and the Guarantors shall
not, directly or indirectly, take any action with respect to the Registrable Notes as a class that
would adversely affect the ability of the Holders of Registrable Notes to include such Registrable
Notes in a registration undertaken pursuant to this Agreement.




          (c) Amendments and Waivers. The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions hereof may not
be given except pursuant to a written agreement duly signed and delivered by (I) the Company and
(II)(A) the Holders of not less than a majority in aggregate principal amount of the then
outstanding










 



-23-



Registrable Notes and (B) in circumstances that would adversely affect the Participating
Broker-Dealers, the Participating Broker-Dealers holding not less than a majority in aggregate
principal amount of the Exchange Notes held by all Participating Broker-Dealers; provided,
however, that Section 7 and this Section 10(c) may not be amended, modified or supplemented
except pursuant to a written agreement duly signed and delivered by the Company and each Holder and
each Participating Broker-Dealer (including any Person who was a Holder or Participating
Broker-Dealer of Registrable Notes or Exchange Notes, as the case may be, disposed of pursuant to
any Registration Statement) affected by any such amendment, modification, waiver or supplement.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with
respect to a matter that relates exclusively to the rights of Holders of Registrable Notes whose
securities are being sold pursuant to a Registration Statement and that does not directly or
indirectly affect, impair, limit or compromise the rights of other Holders of Registrable Notes may
be given by Holders of at least a majority in aggregate principal amount of the Registrable Notes
being sold pursuant to such Registration Statement.




          (d) Notices. All notices and other communications (including, without limitation, any
notices or other communications to the Trustee) provided for or permitted hereunder shall be made
in writing by hand-delivery, registered first-class mail, next-day air courier or telecopier:





     (i) if to a Holder of the Registrable Notes or any Participating Broker-Dealer, at the
most current address of such Holder or Participating Broker-Dealer, as the case may be, set
forth on the records of the registrar under the Indenture.




     (ii) if to the Company and the Guarantors, to them at:


Nortek, Inc.

50 Kennedy Plaza

Providence, RI 02903

Fax: (401) 751-9844

Attention: Chief Financial Officer



with a copy to:



Ropes & Gray LLP

One International Place

Boston, MA 02110

Fax: (617) 951-7050

Attention: John B. Ayer, Esq.





     (iii) if to the Initial Purchasers, at the address as follows:


Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, NY 10010

Attention: LCD-IBD










 



-24-



with a copy to:



Cravath, Swaine & Moore LLP

825 Eighth Avenue

New York, NY 10019

Attention: William J. Whelan, III, Esq.




          All such notices and communications shall be deemed to have been duly given: when delivered
by hand, if personally delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt is acknowledged by the recipient’s telecopier machine, if
telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing
overnight delivery.




          Copies of all such notices, demands or other communications shall be concurrently delivered by
the Person giving the same to the Trustee at the address and in the manner specified in such
Indenture.




          (e) [Intentionally omitted.]




          (f) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties hereto, the Holders and the
Participating Broker-Dealers; provided, however, that this Agreement shall not inure to the benefit
of or be binding upon a successor or assign of a Holder unless and to the extent such successor or
assign holds Registrable Notes.




          (g) Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same agreement.




          (h) Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.




          (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ANY PROVISIONS THEREOF RELATING TO
CONFLICTS OF LAW EXCEPT SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).




          (j) Severability. If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in
full force and effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision, covenant or
restriction. It is hereby stipulated and declared to be the intention of the parties that they
would have executed the remaining terms, provisions, covenants and restrictions without including
any of such that may be hereafter declared invalid, illegal, void or unenforceable.










 



-25-




          (k) Securities Held by the Company, the Guarantors or their Affiliates. Whenever the
consent or approval of Holders of a specified percentage of Registrable Notes is required
hereunder, Registrable Notes held by the Company, the Guarantors or any of their affiliates (as
such term is defined in Rule 405 under the Securities Act) shall not be counted in determining
whether such consent or approval was given by the Holders of such required percentage.




          (l) Third-Party Beneficiaries. Holders and beneficial owners of Registrable Notes and
Participating Broker-Dealers are intended third-party beneficiaries of this Agreement, and this
Agreement may be enforced by such Persons. No other Person is intended to be, or shall be
construed as, a third-party beneficiary of this Agreement.




          (m) Entire Agreement. This Agreement, together with the Purchase Agreement and the
Indenture, is intended by the parties as a final and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein and therein
and any and all prior oral or written agreements, representations, or warranties, contracts,
understandings, correspondence, conversations and memoranda between the Holders on the one hand and
the Company and the Guarantors on the other, or between or among any of their respective agents,
representatives, parents, subsidiaries, affiliates, predecessors in interest or successors in
interest with respect to the subject matter hereof and thereof are merged herein and replaced
hereby.










 



 


     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	NORTEK, INC.

 	 
	 	By:  	         /s/ Kevin W. Donnelly
 	 
	 	 	Name:  	Kevin W. Donnelly 	 
	 	 	Title:  	Vice President, General Counsel and
Secretary 	 
	 


[Registration Rights Agreement]












 



	 	 	 	 	 
	 	ADVANCED BRIDGING TECHNOLOGIES, INC.

AIGIS MECHTRONICS, INC.

ALLSTAR PRO, LLC

AUBREY MANUFACTURING, INC.

BROAN-NUTONE LLC

CES GROUP, INC.

CLEANPAK INTERNATIONAL, INC.

ELAN HOME SYSTEMS, L.L.C.

GEFEN, INC.

GOVERNAIR CORPORATION

GTO, INC.

HC INSTALLATIONS, INC.

HOMELOGIC LLC

HUNTAIR, INC.

INTERNATIONAL ELECTRONICS, INC.

J.A.R. INDUSTRIES, INC.

JENSEN INDUSTRIES, INC.

LINEAR LLC

LINEAR H.K. LLC

LITETOUCH, INC.

MAGENTA RESEARCH, LTD.

MAMMOTH, INC.

MAMMOTH CHINA, LTD.

NILES AUDIO CORPORATION

NORDYNE, INC.

NORDYNE CHINA, LLC

NORDYNE INTERNATIONAL, INC.

NORTEK INTERNATIONAL, INC.

NUTONE INC.

OMNIMOUNT SYSTEMS, INC.

OPERATOR SPECIALTY COMPANY, INC.

PACIFIC ZEPHYR RANGE HOOD, INC.

PANAMAX INC.

RANGAIRE GP, INC.

RANGAIRE LP, INC.

RANGAIRE LP

SECURE WIRELESS, INC.

SPEAKERCRAFT, INC.

TEMTROL, INC.

WDS LLC

WEBCO, INC.

XANTECH CORPORATION

ZEPHYR CORPORATION

 	 
	 	By:  	/s/ Kevin W. Donnelly
 	 
	 	 	Name:  	Kevin W. Donnelly 	 
	 	 	Title:  	Vice President and Secretary
(of entity listed or as an officer of the
managing member, sole member or
general partner) 	 
	 



[Registration Rights Agreement]









 



 


CREDIT SUISSE SECURITIES (USA) LLC




	 	 	 	 	 
	By:

	 	/s/ Edward M. Yorke
 

Name: Edward M. Yorke
	 	 
	 

	 	Title: Managing Director	 	 
	 
	 	 	 	 
	BANC OF AMERICA SECURITIES LLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ Bradford Jones	 	 
	 

	 	 	 	 
	 

	 	Name: Bradford Jones	 	 
	 

	 	Title: Managing Director	 	 
	 
	 	 	 	 
	GOLDMAN, SACHS & CO.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Goldman, Sachs & Co.	 	 
	 

	 	 	 	 
	 

	 	(Goldman, Sachs & Co.)	 	 






as Representatives of the several Initial Purchasers










 



 


Schedule I




Guarantors





	1.	 	Advanced Bridging Technologies, Inc.
	 
	2.	 	Aigis Mechtronics, Inc.
	 
	3.	 	AllStar Pro, LLC
	 
	4.	 	Aubrey Manufacturing, Inc.
	 
	5.	 	Broan-NuTone LLC
	 
	6.	 	CES Group, Inc.
	 
	7.	 	Cleanpak International, Inc.
	 
	8.	 	Elan Home Systems, L.L.C.
	 
	9.	 	Gefen, Inc.
	 
	10.	 	Governair Corporation
	 
	11.	 	GTO, Inc.
	 
	12.	 	HC Installations, Inc.
	 
	13.	 	Homelogic LLC
	 
	14.	 	Huntair, Inc.
	 
	15.	 	International Electronics, Inc.
	 
	16.	 	J.A.R. Industries, Inc.
	 
	17.	 	Jensen Industries, Inc.
	 
	18.	 	Linear LLC
	 
	19.	 	Linear H.K. LLC
	 
	20.	 	Lite Touch, Inc.
	 
	21.	 	Magenta Research Ltd.
	 
	22.	 	Mammoth, Inc.
	 
	23.	 	Mammoth China, Ltd.
	 
	24.	 	Niles Audio Corporation
	 
	25.	 	Nordyne Inc.
	 
	26.	 	Nordyne China, LLC
	 
	27.	 	NORDYNE International, Inc.
	 
	28.	 	Nortek International, Inc.
	 
	29.	 	NuTone Inc.
	 
	30.	 	OmniMount Systems, Inc.
	 
	31.	 	Operator Specialty Company, Inc.
	 
	32.	 	Pacific Zephyr Range Hood Inc.
	 
	33.	 	Panamax Inc.
	 
	34.	 	Rangaire GP, Inc.
	 
	35.	 	Rangaire LP, Inc.
	 
	36.	 	Rangaire LP
	 
	37.	 	Secure Wireless, Inc.
	 
	38.	 	SpeakerCraft, Inc.
	 
	39.	 	Temtrol, Inc.
	 
	40.	 	WDS LLC
	 
	41.	 	Webco, Inc.










 



 







Schedule I





	42.	 	Xantech Corporation
	 
	43.	 	Zephyr Corporation