EXHIBIT 2.2
AMENDMENT NO. 1
TO THE MERGER AGREEMENT
Dated as of September 2, 1997
Nortek, Inc., a Delaware corporation ("Parent"), NTK Sub, Inc., a
Delaware corporation and wholly owned subsidiary of Parent ("Sub") and
Ply Gem Industries, Inc., a Delaware corporation (the "Company")
hereby agrees as follows:
1. Reference to Merger Agreement: Definitions. Reference is
hereby made to the Agreement and Plan of Merger (including the
Schedules and Exhibits thereto, the "Merger Agreement") among Parent,
Sub and the Company. Terms defined in the Merger Agreement and not
otherwise defined herein are used herein with the meanings so defined.
2. Amendment to the Merger Agreement. Subject to all the terms
and conditions hereof, the Merger Agreement shall, on the date hereof,
be amended as follows:
2.1 Amendment to Section 2.4(c). Section 2.4(c) of the
Merger Agreement shall be amended to read in its entirety as
follows:
" (c) At the Effective Time, Article IV of the
Certificate of Incorporation of the Company, as in effect
immediately prior to the Effective Time, shall be amended to
decrease the number of authorized shares of Company Common
Stock to an aggregate amount of Three Thousand (3,000) as of
the Effective Time, to change the par value of such shares
of Company Common Stock to $.01 per share and to eliminate
any authorized preferred stock, by operation of this
Agreement and by virtue of the Merger without any further
action by the stockholders or directors of the Surviving
Corporation and, as so amended, such Certificate of
Incorporation shall be the Certificate of Incorporation of
the Surviving Corporation, until duly amended in accordance
with the terms thereof and the DGCL."
2.2 Amendment to Section 2.4(d). Section 2.4(d) of the
Merger Agreement shall be amended to read in its entirety as
follows:
" (d) The By-Laws of Sub as in effect at the Effective
Time shall be the bylaws (the "Bylaws") of the Surviving
Corporation until thereafter amended as provided by
applicable law, the Certificate of Incorporation or the
Bylaws."
2.3 Amendment to Section 3.1(a). Section 3.1(a) of the
Merger Agreement shall be amended to read in its entirety as
follows:
" (a) Capital Stock of Sub. Each share of the capital
stock of Sub issued and outstanding immediately prior to the
Effective Time shall be converted into and become one fully
paid and nonassessable share of common stock, par value $.01
per share, of the Surviving Corporation."
3. Miscellaneous. Except to the extent specifically
amended by this Amendment, the Merger Agreement shall remain
unmodified, and the Merger Agreement, as amended hereby is
confirmed as being in full force and effect.
IN WITNESS WHEREOF, each of the undersigned has caused this
Agreement to be executed and delivered by its duly authorized
officer as of the date first above written.
NORTEK, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
NTK SUB, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Vice President
PLY GEM INDUSTRIES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Title: Vice President