JOINDER AND AMENDMENT AGREEMENT
JOINDER AND AMENDMENT AGREEMENT (this “ Agreement ”)
dated as of March 30, 2010, by and among NORTEK, INC. (the “ Specified U.S.
Borrower ”), the other Loan Parties party hereto, the Persons providing the
Commitment Increase (as defined in the Credit Agreement referred to below)
party hereto (collectively, the “ Commitment Increase Lenders ”) and BANK OF
AMERICA, N.A., as Administrative Agent for the Lenders, U.S. L/C Issuer and
U.S. Swing Line Lender.
PRELIMINARY STATEMENTS :
(1) The Borrowers, the Guarantors, the Lenders, the
Administrative Agent and the other parties thereto have entered into that certain
Credit Agreement, dated as of December 17, 2009 (as amended, restated,
amended and restated, supplemented or otherwise modified through the date
hereof, the “ Credit Agreement ”). Capitalized terms not otherwise defined in this
Agreement have the same meanings as specified in the Credit Agreement.
(2) The Borrower Agent has requested a Commitment
Increase in respect of the U.S. Revolving Credit Facility in a principal amount of
$50,000,000 pursuant to Section 2.16 of the Credit Agreement. Each
Commitment Increase Lender has provided a U.S. Revolving Credit Commitment
in the amount set forth opposite such Commitment Increase Lender’s name on
Schedule 2.01 to this Agreement.
(3) Pursuant to Sections 2.16(a) and 11.01 of the Credit
Agreement, any increase in U.S. Revolving Credit Commitments pursuant to
Section 2.16 of the Credit Agreement shall be effected pursuant to an
amendment to the Credit Agreement, executed by the Loan Parties, the Lenders
and Eligible Assignees providing such increased U.S. Revolving Credit
Commitments (and no other Lenders) and the Administrative Agent (and, in the
case of any Eligible Assignee providing any portion of a Commitment Increase,
each U.S. L/C Issuer and U.S. Swing Line Lender). Any such amendment may,
without the consen