8-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 13, 2004

Nortek Holdings, Inc.
(Exact name of issuer as specified in its charter)

Delaware	1-6112	16-1638891
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer           Identification No.)

50 Kennedy Plaza, Providence, Rhode Island
(Address of Princitpal Executive Offices) 02903-2360
(Zip Code)

Registrant's telephone number, including area code: (401) 751-1600

Item 5. OTHER EVENTS

On February 12, 2004, Nortek, Inc. announced that it had completed the sale of its Windows, Doors and Siding segment to Ply Gem Investment Holdings, Inc. (formerly CI Investment Holdings, Inc.). A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated by reference herein.

On February 12, 2004, Nortek, Inc. announced that it had called for redemption all of its 9 1/4% Senior Notes due March 15, 2007, all of its 9 1/8% Senior Notes due September 1, 2007 and $60,000,000 in principal amount of its 8 7/8% Senior Notes due August 1, 2008. A copy of the press release announcing the redemption is attached hereto as Exhibit 99.2, and is incorporated by reference herein.

Item 7. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

2.1 First Amendment to Stock Purchase Agreement among Ply Gem Investment Holdings, Inc. (formerly CI Investment Holdings, Inc.) and Nortek, Inc. and WDS LLC dated as of January 23, 2004.

2.2 Second Amendment to Stock Purchase Agreement among Ply Gem Investment Holdings, Inc. (formerly CI Investment Holdings, Inc.) and Nortek, Inc. and WDS LLC dated as of February 12, 2004.

99.1 Press release, dated February 12, 2004.

99.2 Press release, dated February 13, 2004.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NORTEK HOLDINGS, INC.

By:   /s/Edward J. Cooney  

Name: Edward J. Cooney

Title:Vice President and Treasurer

Date: February 13, 2004

EXHIBIT INDEX

Exhibit No. Description of Exhibits

2.1 First Amendment to Stock Purchase Agreement among Ply Gem Investment Holdings, Inc. (formerly CI Investment Holdings, Inc.) and Nortek, Inc. and WDS LLC dated as of January 23, 2004.

2.2 Second Amendment to Stock Purchase Agreement among Ply Gem Investment Holdings, Inc. (formerly CI Investment Holdings, Inc.) and Nortek, Inc. and WDS LLC dated as of February 12, 2004.

99.1 Press release, dated February 12, 2004.

99.2 Press release, dated February 13, 2004.

EX-2

Exhibit 2.1

FIRST AMENDMENT TO
STOCK PURCHASE AGREEMENT

          This First Amendment to Stock Purchase Agreement (this “Amendment”) is made as of January 23, 2004 among CI Investment Holdings, Inc., a Delaware corporation (the “Buyer”), Nortek, Inc., a Delaware corporation (“Nortek”), and WDS LLC, a Delaware limited liability company (“WDS” and, together with Nortek, the “Sellers”).

RECITALS

          The Buyer and the Sellers are parties to a Stock Purchase Agreement dated as of December 19, 2003 (the “Stock Purchase Agreement”), which contemplates a transaction in which the Buyer will purchase from WDS, and WDS will sell to the Buyer, all of the outstanding shares of capital stock of Ply Gem Industries, Inc., a Delaware corporation. The Buyer and the Sellers wish to amend the Stock Purchase Agreement as set forth herein.

AGREEMENT

          In consideration of the foregoing, and the representations, warranties, covenants and conditions set forth or referred to below, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Certain Definitions. Capitalized terms used and not otherwise defined herein have the meanings assigned to such terms in the Stock Purchase Agreement.

2. Amendments to Stock Purchase Agreement. The Buyer and the Sellers hereby agree that, effective as of the date hereof, the Stock Purchase Agreement is hereby amended as follows:

          2.1.           Amendment to Section 1.4(d). Section 1.4(d) of the Stock Purchase Agreement is hereby amended by replacing the number “$47,668,000” with the number “47,659,000.”

          2.2.           Amendment to Section 6.2. Section 6.2 of the Stock Purchase Agreement is hereby amended by replacing the third sentence thereof with the following:

Notwithstanding the foregoing, (i) the Sellers agree that they shall cause the transfer to Nortek or any of its Affiliates (other than a Transferred Company) prior to Closing of (x) the real estate and facility owned by Napco, Inc. in Butler, PA and (y) all of the stock of Studley Canada Limited, (ii) the Sellers shall approve in a timely manner the request for capital expenditures totaling approximately $1,400,000 in respect of the Fair Bluff, NC facility capacity expansion project and shall cause to be spent the portion of such amount scheduled to be spent prior to the Closing in accordance with the schedule set forth on Exhibit 6.2 hereto (it being understood that the Sellers shall not have any responsibility to make any expenditure of the remaining portion of such amount), and (iii) the Sellers shall commence the shut-down of Thermal-Gard, Inc. (“Thermal-Gard”) contemplated by Section 6.24 hereof at the reasonable direction of Lee Meyer.

          2.3.           Amendment to Section 6. Section 6 of the Stock Purchase Agreement is hereby amended by inserting the following new Section 6.24:

"6.24    Shut-Down of Thermal-Gard, Inc.

          (a)          At the reasonable direction of Lee Meyer, starting on January 26, 2004, the Sellers shall commence a shut-down of the operations of Thermal-Gard (the “Thermal-Gard Shutdown"). Between January 23, 2004 and the Closing Date, Nortek will pay promptly upon request to Thermal-Gard (i) the amount of all cash operating losses (other than in respect of costs for the Thermal-Gard Shutdown) incurred by Thermal-Gard during the period beginning on January 1, 2004 and ending on the Closing Date, other than any such losses that have been reimbursed by Nortek or one of its Affiliates on or after January 1, 2004 and on or prior to January 23, 2004, and (ii) the amount of cash requested by Lee Meyer to the extent necessary to fund reasonably anticipated cash costs incurred prior to the Closing Date in connection with the Thermal-Gard Shutdown. The Buyer shall promptly (and in any event within ten business days of receipt of the applicable invoice from the Sellers) reimburse the Sellers for (i) all costs or expenses incurred by the Sellers or any of their Affiliates (other than Thermal-Gard) at the request of Lee Meyer in connection with the Thermal-Gard Shutdown and (ii) all cash contributed to Thermal-Gard by the Sellers or any of their Affiliates (A) at the request of Lee Meyer in connection with the Thermal-Gard Shutdown or (B) since January 1, 2004 to fund working capital requirements, other than cash contributed to satisfy a cash operating loss; provided that the Buyer shall not be obligated to make any payments required under this Section 6.24(a) prior to the Closing Date. The Buyer shall be solely responsible for the continuation of the Thermal-Gard Shutdown following the Closing and the payment of all costs or expenses incurred in connection therewith. The Sellers shall cause Thermal-Gard to not distribute any cash to the Sellers or any of their Subsidiaries during the period beginning on January 23, 2004 and ending on the Closing Date. No adjustments to the Purchase Price will be made in respect of any cash held by Thermal-Gard on the Closing Date.

          (b)           Following the Closing, the Buyer will use reasonable commercial efforts to sell the buildings located at 400 & 402 Walnut Street, Punxsutawney, PA (the "Thermal-Gard Owned Properties") for a total combined purchase price, net of reasonable costs and expenses incurred in connection therewith, of not less than $350,000 (the "Net Selling Price") as soon as reasonably practicable. If the Buyer proposes to sell one of the Thermal-Gard Owned Properties for less than $175,000 (other than in conjunction with a sale of both Thermal-Gard Owned Properties for at least the Net Selling Price), the Buyer shall first offer Nortek the opportunity to purchase such property at such lower price. If the Buyer or the Transferred Companies have not sold both of the Thermal-Gard Owned Properties for at least the Net Selling Price on or prior to the date that is six months following the Closing Date, the Buyer will have the option to sell to Nortek, and upon exercise of such option Nortek will be obligated to purchase, the unsold Thermal-Gard Owned Properties at a purchase price of $350,000 in the event that both are unsold, or $350,000 less the net proceeds from the sale of the first property in the event that one property remains unsold on such date. At the Closing, the Buyer and Nortek shall execute and deliver an option agreement relating to the option in respect of the Thermal-Gard Owned Properties referred to in this Section 6.24(b) in form and substance reasonably satisfactory to the Buyer and Nortek, which option agreement shall provide that (i) the Buyer shall deliver all right, title and interest in the Thermal-Gard Owned Properties to Nortek, free and clear of any Liens that are created directly and solely from actions taken by the Buyer, a Transferred Company or one of their respective Affiliates after the Closing Date and before the closing date of such exercise, (ii) all real estate taxes, assessments, utility charges, rents and other customary sums shall be apportioned as of immediately prior to the closing date of such exercise, and (iii) the Buyer shall indemnify, defend and hold harmless the Indemnified Seller Parties, for a period of one year following the date of such exercise, from and against any and all liabilities or obligations with respect to the Thermal-Gard Owned Properties that arise solely (x) from actions taken by the Buyer, a Transferred Company or one of their respective Affiliates after the Closing Date and before the closing date of such exercise or from (y) events, conditions or circumstances that did not exist prior to the Closing Date."

          2.4.           Amendment to Section 8.2(d). Section 8.2(d) of the Stock Purchase Agreement is hereby amended by inserting the following at the end thereof:

provided, however, the Sellers shall have no obligation pursuant to this Section 8.2(d) to indemnify, defend or hold harmless any Indemnified Buyer Parties from or against any Losses based upon, arising from or relating to the Ply Gem Industries, Inc. Group Pension Plan; provided, further, that Thermal-Gard shall not be considered a Former Operation for purposes of this Agreement;"

          2.5.           Amendments to Section 9.

2.5.1. Section 9 of the Stock Purchase Agreement is hereby amended by replacing the last sentence of the definition of “Net Working Capital” with the following:

"In calculating the foregoing, all assets and liabilities of Former Operations and Thermal-Gard shall be excluded.”

2.5.2. Section 9 of the Stock Purchase Agreement is hereby amended by inserting the following new definitions:

“Net Selling Price" has the meaning set forth in Section 6.24(b).

"Thermal-Gard has the meaning set forth in Section 6.2.

"Thermal-Gard Owned Properties" has the meaning set forth in Section 6.24(b)."

"Thermal-Gard Shutdown" has the meaning set forth in Section 6.24(a)."

          2.6.           Amendment to Exhibit 9. Exhibit 9 of the Stock Purchase Agreement is hereby amended to read in its entirety as set forth on Exhibit A to this Amendment.

3. Representations and Warranties of the Buyer. The Buyer represents and warrants to the Sellers that the Buyer has all necessary corporate power and authority to execute and deliver this Amendment and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Amendment by the Buyer and the consummation by the Buyer of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Buyer. This Amendment has been duly and validly executed and delivered by the Buyer, and assuming the due authorization, execution and delivery by the Sellers, constitutes a legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms.

4. Representations and Warranties of the Sellers. The Sellers jointly and severally represent and warrant (it being understood that any claim for indemnification under the Stock Purchase Agreement relating to any breach of the following shall be Seller Basket Exclusions) to the Buyer that:

          4.1.           The Sellers have all necessary power and authority (corporate or otherwise) to execute and deliver this Amendment and to perform their respective obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Amendment by the Sellers and the consummation by the Sellers of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or limited liability company action on the part of the Sellers. This Amendment has been duly and validly executed and delivered by the Sellers, and assuming the due authorization, execution and delivery by the Buyer, constitutes a legal, valid and binding obligation of the Sellers, enforceable against the Sellers in accordance with its terms.

          4.2.           Thermal-Gard has not distributed any cash to the Sellers or any of their Subsidiaries since December 31, 2003.

          4.3.           Thermal-Gard has not taken any tax loss in respect of reserves for bad debts since October 4, 2003.

5. Miscellaneous.

          5.1.           Entire Agreement. This Amendment, the Stock Purchase Agreement and the other agreements referred to herein and therein set forth the entire understanding between the parties hereto with respect to the subject matter hereof and thereof. Except to the extent specifically amended hereby, the provisions of the Stock Purchase Agreement shall remain unmodified, and the Stock Purchase Agreement is hereby confirmed as being in full force and effect.

          5.2.           Assignment. This Amendment shall bind and inure to the benefit of the parties hereto and their respective successors, assigns, heirs and representatives as part of the Amended Stock Purchase Agreement in accordance with the terms thereof.

          5.3.           Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall together constitute one and the same instrument.

          5.4.           Governing Law. This Amendment and all claims arising hereunder or in connection herewith shall be governed by and construed in accordance with the domestic substantive laws of the State of New York, without giving effect to any choice or conflict of law provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

     IN WITNESS WHEREOF, the parties hereto, intending to be legally bound by the terms hereof, have caused this Amendment to be executed, under seal, as of the date first above written by their officers or other representatives thereunto duly authorized.

The Buyer: CI INVESMENT HOLDINGS, INC.

By   \s\ Robert A. Ferris

Name:Robert A. Ferris

Title: Vice President

The Sellers: NORTEK, INC.

By   \s\ Kevin W. Donnelly

Name: Kevin W. Donnelly

Title: Vice President and Secretary

WDS LLC

By   \s\ Kevin W. Donnelly

Name: Kevin W. Donnelly

Title: Vice President and Secretary

EX-2

Exhibit 2.2

SECOND AMENDMENT TO
STOCK PURCHASE AGREEMENT

     This Second Amendment to Stock Purchase Agreement (this “Amendment”) is made as of February 12, 2004 among Ply Gem Investment Holdings, Inc., a Delaware corporation (the “Buyer”), Nortek, Inc., a Delaware corporation (“Nortek”), and WDS LLC, a Delaware limited liability company (“WDS “and, together with Nortek, the “Sellers”).

RECITALS

     The Buyer and the Sellers are parties to a Stock Purchase Agreement dated as of December 19, 2003, as amended by the First Amendment to Stock Purchase Agreement dated as of January 23, 2004 (the "Stock Purchase Agreement"), which contemplates a transaction in which the Buyer will purchase from WDS, and WDS will sell to the Buyer, all of the outstanding shares of capital stock of Ply Gem Industries, Inc., a Delaware corporation. The Buyer and the Sellers wish to further amend the Stock Purchase Agreement as set forth herein. ------------------------

AGREEMENT

     In consideration of the foregoing, and the representations, warranties, covenants and conditions set forth or referred to below, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Certain Definitions. Capitalized terms used and not otherwise defined herein have the meanings assigned to such terms in the Stock Purchase Agreement.

2. Amendments to Stock Purchase Agreement. The Buyer and the Sellers hereby agree that, effective as of the date hereof, the Stock Purchase Agreement is hereby amended as follows:

          2.1.           Amendment to Section 1.2. Section 1.2 of the Stock Purchase Agreement is hereby amended by replacing it in its entirety with the following:

          “1.2 Consideration. Subject to any increase under Section 6.2 hereof, the consideration to be paid by the Buyer to WDS for the Shares shall be cash in the total amount (the “Purchase Price") of $560,000,000 minus the aggregate principal amount of the Indebtedness listed in Exhibit 6.17 outstanding at the Closing minus the aggregate of the Stock Option Adjustment Amounts for all Class A Stock Options and Rolled Over Stock Options listed in Exhibit 6.21 under the heading “Terminated Options Without Cash Payment”, which Class A Stock Options and Rolled Over Stock Options shall be cancelled in connection with the transactions contemplated hereby; provided, however, that the Stock Option Adjustment Amounts for Class A Stock Options listed on Exhibit 6.21 under the heading “Terminated Options With Cash Payment” shall be paid in cash by the Sellers at or prior to the Closing and shall not be deducted from the Purchase Price hereunder.”

          2.2.           Amendment to Section 6.6(b). Section 6.6(b) of the Stock Purchase Agreement is hereby amended by replacing the first sentence thereof with the following:

          "The Sellers shall use all reasonable commercial efforts to obtain all consents, waivers or other approvals from all Persons (other than Governmental Authorities) listed in Exhibit 6.6(b) (it being understood that no party shall be required to pay any money to the Person from whom such consent, waiver or approval is sought (other than reimbursement of the reasonable out-of-pocket costs of providing the same) or otherwise undertake any new obligation to such Person or waive any existing benefit or right in order to obtain any such consent, waiver or approval, unless the Sellers are not able to arrange for the Buyer to receive the same benefits from and after the Closing to which the Buyer would have been entitled if such consent, waiver or approval had been obtained, in which case the Sellers shall be required to pay such money or undertake such new obligation or waive such existing benefit or right in order to obtain such consent, waiver or approval).”

          2.3.           Amendment to Section 6.16(b). Section 6.16(b) of the Stock Purchase Agreement is hereby amended by adding the following at the end of the last sentence thereof:

           ";provided, further, that the provisions of this Section 6.16(b) shall not expire with respect to a Contract listed as item 8 or 9 in Part A of Exhibit 6.16(b) until the date that is the later of (i) six months following the Closing or (ii) six months following the date on which the Sellers first send a written request to the counterparty to such Contract requesting the replacement or release described hereunder in substantially the same form as were sent to the counterparties to the other Contracts listed in Part A ofExhibit 6.16(b).”

           2.4.          Amendment to Section 6.17. Section 6.17 of the Stock Purchase Agreement is hereby amended by replacing the last sentence thereof with the following:

           "At and as of the Closing, any Indebtedness owed by any Transferred Company to any Seller or to any Affiliate of any of the Sellers (other than the promissory note issued by CWD Windows and Doors, Inc. to Ply Gem having a principal amount of $45,000,000) shall be canceled, and all other Indebtedness owed by any Transferred Company other than the Indebtedness listed in Exhibit 6.17 shall be paid in full.”

           2.5.          Amendment to Section 6.21. Section 6.21 of the Stock Purchase Agreement is hereby amended by replacing it in its entirety with the following:

           "6.21Payment of Cash Incentive Bonuses and Year End Bonuses. Except as set forth on Exhibit 6.21, prior to the Closing, the Sellers shall pay (or cause to be paid) to each employee of the Transferred Companies listed on Exhibit 6.21 (a) a cash incentive bonus equal to the amount set forth opposite such employee's name thereon under the heading “Cash Incentive Bonus” (each, a “Cash Incentive Bonus”) and (b) a year-end bonus for the 2003 calendar year equal to the amount set forth opposite such employee's name thereon under the heading “Year End Bonus” (each, a “Paid Bonus Amount”), which Paid Bonus Amounts have been determined on an individual basis in accordance with, and subject to, the terms of the performance bonus plan applicable to such individual and based upon an estimate by the Sellers of the financial results of the applicable Transferred Companies for the year-ended December 31, 2003 (the “Year End Estimates”); provided, however, if it is determined after the Closing and upon receipt of the Transferred Companies' Financials that the Paid Bonus Amount paid to any such employee is more than the amount (each an “Actual Bonus Amount”) calculated in accordance with the applicable bonus plan using the Transferred Companies' Financials, the Buyer shall pay or cause to be paid to Nortek within 30 days of receipt of the Transferred Companies Financials an amount equal to the difference between the aggregate Paid Bonus Amounts and the aggregate Actual Bonus Amounts.”

           2.6.          Amendment to Section 8.2(d). Section 8.2(d) of the Stock Purchase Agreement is hereby amended by replacing it in its entirety with the following:

"(d)           the conduct of business, the ownership or use of properties or assets or the incurrence of any liability or obligation by the Transferred Companies based upon, arising from or relating to any division, business unit, operations, Subsidiary or Affiliate of any Transferred Company that was sold, discontinued or otherwise transferred or disposed of prior to the Closing Date (collectively, the “Former Operations"), and any obligation under any agreement pursuant to which any Former Operation was sold, transferred, disposed of or discontinued; provided, however, (i) the Sellers shall have no obligation pursuant to this Section 8.2(d) to indemnify, defend or hold harmless any Indemnified Buyer Parties from or against any Losses based upon, arising from or relating to the Ply Gem Industries, Inc. Group Pension Plan and (ii) any actions proposed to be taken by the Buyer or any of the Transferred Companies with respect to an Asserted Liability arising under this Section 8.2(d) shall betreated as a Third Party Claim for purposes of Section 8.6; provided, further, that Thermal-Gard shall not be considered a Former Operation for purposes of this Agreement;"

           2.7.          Amendment to Section 8.3. Section 8.3 of the Stock Purchase Agreement is hereby amended by new Section 8.3(h):

“(h)           For so long as the Sellers shall be in compliance with their indemnification obligations under this Agreement, the Sellers shall not be obligated pay any amounts for indemnification under Sections 8.2(d) or 8.2(f) to the extent that the amounts payable thereunder increase as a result of Ply Gem or any of the Transferred Companies or any of their respective Affiliates entering into any amendment, modification or waiver after the Closing Date of any agreement pursuant to which any Former Operation was sold, transferred, disposed of or discontinued or any lease under which any Former Operation is or was a party and Ply Gem is a guarantor, co-tenant or other obligor, in any case without the prior written consent of Nortek.”

           2.8.          Amendments to Section 9.

2.8.1. Section 9 of the Stock Purchase Agreement is hereby amended by replacing the definition of "Net Working Capital" with the following:

“"Net Working Capital” means current assets within the meaning of GAAP (other than restricted cash in respect of which the Purchase Price has been increased pursuant to Section 6.2, deferred or current income taxes, intercompany accounts receivable from Nortek or any of its Subsidiaries, and assets in respect of fire retardant treated wood products), reduced in the case of inventories of Napco, Inc. by revision of a LIFO adjustment consistent with the adjustment made in the preparation of the Target Net Working Capital, minus current liabilities within the meaning of GAAP (other than any such liabilities in respect of Indebtedness, deferred or current income taxes, intercompany accounts payable to Nortek or any of its Subsidiaries, and liabilities in respect of fire retardant treated wood products), calculated in a manner consistent with the calculation of the Target Net Working Capital as set forth on Exhibit 9 (except that cash and cash equivalents were excluded from the calculation of the Target Net Working Capital, but shall be included in the calculation of Net Working Capital). In calculating the foregoing, all assets and liabilities of Former Operations shall be excluded.”

2.8.2. Section 9 of the Stock Purchase Agreement is hereby amended by replacing the definition of "Stock Option Adjustment Amount" with the following:

“"Stock Option Adjustment Amount" shall mean, with respect to each Class A Stock Option or Rolled Over Stock Option cancelled in connection with the transactions contemplated hereby, the amount represented by the product of (a) the number of shares of common stock of Nortek Holdings, Inc. issuable upon exercise of such Class A Stock Option or Rolled Over Stock Option and (b) the difference between $69.25 and the exercise price per share for such Class A Stock Option or Rolled Over Stock Option.”

2.8.3. Section 9 of the Stock Purchase Agreement is hereby amended by inserting the following new definitions:

“"Cash Incentive Bonus" has the meaning set forth in Section 6.21.

“Rolled Over Stock Option" means a stock option issued by Nortek Holdings, Inc. under its 2002 Stock Option Plan and constituting a “Rolled Over” option under such plan.”

           2.9.          Amendments to Exhibits. The Exhibits to the Stock Purchase Agreement are hereby amended by inserting a new Exhibit 6.21 as set forth on Exhibit A to this Amendment.

3. Representations and Warranties of the Buyer. The Buyer represents and warrants to the Sellers that the Buyer has all necessary corporate power and authority to execute and deliver this Amendment and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Amendment by the Buyer and the consummation by the Buyer of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Buyer. This Amendment has been duly and validly executed and delivered by the Buyer, and assuming the due authorization, execution and delivery by the Sellers, constitutes a legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms.

4. Representations and Warranties of the Sellers. The Sellers jointly and severally represent and warrant (it being understood that any claim for indemnification under the Stock Purchase Agreement relating to any breach of the following shall be Seller Basket Exclusions) to the Buyer that the Sellers have all necessary power and authority (corporate or otherwise) to execute and deliver this Amendment and to perform their respective obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Amendment by the Sellers and the consummation by the Sellers of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or limited liability company action on the part of the Sellers. This Amendment has been duly and validly executed and delivered by the Sellers, and assuming the due authorization, execution and delivery by the Buyer, constitutes a legal, valid and binding obligation of the Sellers, enforceable against the Sellers in accordance with its terms.

5. Miscellaneous.

           5.1.          Entire Agreement. This Amendment, the Stock Purchase Agreement and the other agreements referred to herein and therein set forth the entire understanding between the parties hereto with respect to the subject matter hereof and thereof. Except to the extent specifically amended hereby, the provisions of the Stock Purchase Agreement shall remain unmodified, and the Stock Purchase Agreement is hereby confirmed as being in full force and effect.

           5.2.          Assignment. This Amendment shall bind and inure to the benefit of the parties hereto and their respective successors, assigns, heirs and representatives as part of the Stock Purchase Agreement in accordance with the terms thereof.

           5.3.          Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall together constitute one and the same instrument.

           5.4.          Governing Law. This Amendment and all claims arising hereunder or in connection herewith shall be governed by and construed in accordance with the domestic substantive laws of the State of New York, without giving effect to any choice or conflict of law provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

       IN WITNESS WHEREOF, the parties hereto, intending to be legally bound by the terms hereof, have caused this Amendment to be executed, under seal, as of the date first above written by their officers or other representatives thereunto duly authorized.

The Buyer: PLY GEM INVESMENT HOLDINGS, INC.

By   \s\ Robert A. Ferris

Name:Robert A. Ferris

Title: Vice President

The Sellers: NORTEK, INC.

By   \s\ Kevin W. Donnelly

Name: Kevin W. Donnelly

Title: Vice President and Secretary

WDS LLC

By   \s\ Kevin W. Donnelly

Name: Kevin W. Donnelly

Title: Vice President and Secretary

EX-99

Richard L. Bready, Chairman and CEO
Edward J. Cooney, Vice President and Treasurer
(401) 751-1600

IMMEDIATE

NORTEK HOLDINGS AND NORTEK COMPLETE SALE OF PLY GEM INDUSTRIES
TO CAXTON-ISEMAN CAPITAL

PROVIDENCE, RI, February 12, 2004--Nortek Holdings, Inc. and its wholly owned subsidiary Nortek, Inc. (“Nortek”), a leading international designer, manufacturer and marketer of high-quality brand name building products, today announced the completion of the sale of Ply Gem Industries, Inc. ("Ply Gem"), Nortek's wholly-owned subsidiary, to investment vehicles associated with Caxton-Iseman Capital, Inc. ("Caxton-Iseman"). The transaction is valued at approximately $560 million.Nortek is owned by certain members of management and Kelso and Company, L.P.

With its headquarters in Kearney, Missouri, Ply Gem manufactures and distributes a range of products for use in the residential new construction, do-it-yourself and professional renovation markets. Principal products include vinyl siding, windows, patio doors, fencing, railing, decking and accessories marketed under the Variform, Great Lakes, Napco, CWD and Kroy brand names. Ply Gem's 2002 net sales were approximately $509 million.

Nortek* (a wholly owned subsidiary of Nortek Holdings, Inc.) is a leading international manufacturer and distributor of high-quality, competitively priced building, remodeling and indoor environmental control products for the residential and commercial markets.Nortek offers a broad array of products for improving the environments where people live and work. Its products currently include: range hoods and other spot ventilation products; heating and air conditioning systems; vinyl products, including windows and doors, siding, decking, fencing and accessories; indoor air quality systems; and specialty electronic products.

*As used herein, the term "Nortek" refers to Nortek, Inc., together with its subsidiaries, unless the context indicates otherwise. This term is used for convenience only and is not intended as a precise description of any of the separate corporations, each of which manages its own affairs.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on Nortek's current plans and expectations and involve risks and uncertainties that could cause actual future activities and results of operations to be materially different from those set forth in the forward-looking statements. Important factors impacting such forward-looking statements include the availability and cost of raw materials and purchased components, the level of construction and remodeling activity, changes in general economic conditions, the rate of sales growth, and product liability claims. Nortek undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. For further information, please refer to the reports and filings of Nortek with the Securities and Exchange Commission.

# # #

EX-99

Richard L. Bready, Chairman and CEO
Edward J. Cooney, Vice President and Treasurer
(401) 751-1600

IMMEDIATE

NORTEK CALLS CERTAIN SENIOR NOTES FOR REDEMPTION

_________________

PROVIDENCE, RI, February 13, 2004--Nortek Holdings, Inc. and its wholly owned subsidiary, Nortek, Inc. (“Nortek”), announced that Nortek has called for redemption on March 15, 2004 all of the Company's outstanding 9 1/4% Senior Notes due March 15, 2007 and on March 14, 2004 all of its 9 1/8% Senior Notes due September 1, 2007. The 9 1/4% Senior Notes and the 9 1/8% Senior Notes are being called at a redemption price of 101.542% and 103.042%, respectively, of the principal amount thereof plus accrued and unpaid interest. On that date, interest on the notes will cease to accrue. As of this date, $459,424,000, principal amount of these notes are outstanding.

In addition, the Company has called for redemption on March 14, 2004 $60 million of the Company's outstanding 8 7/8% Senior Notes due August 1, 2008 at a redemption price of 104.438% of the principal amount thereof plus accrued and unpaid interest. On that date, interest on the notes will cease to accrue.

U.S. Bank N.A. is paying agent for the redemption.

Nortek* (a wholly owned subsidiary of Nortek Holdings, Inc.) is a leading international manufacturer and distributor of high-quality, competitively priced building, remodeling and indoor environmental control products for the residential and commercial markets.Nortek offers a broad array of products for improving the environments where people live and work. Its products currently include: range hoods and other spot ventilation products; heating and air conditioning systems; indoor air quality systems; and specialty electronic products.

*As used herein, the term "Nortek" refers to Nortek, Inc., together with its subsidiaries, unless the context indicates otherwise. This term is used for convenience only and is not intended as a precise description of any of the separate corporations, each of which manages its own affairs.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on Nortek's current plans and expectations and involve risks and uncertainties that could cause actual future activities and results of operations to be materially different from those set forth in the forward-looking statements. Important factors impacting such forward-looking statements include the availability and cost of raw materials and purchased components, the level of construction and remodeling activity, changes in general economic conditions, the rate of sales growth, and product liability claims. Nortek undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. For further information, please refer to the reports and filings of Nortek with the Securities and Exchange Commission.

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