Exhibit
10.1





LETTER AMENDMENT TO
FORBEARANCE AGREEMENT






Dated as of September 14, 2009




To:
            the
      Agent and Lenders party to


the
      Forbearance Agreement


referred
      to below







Ladies and
Gentlemen:




We
refer to the Forbearance Agreement dated as of September 3, 2009 (the “Forbearance
Agreement”; capitalized terms used herein and not defined herein shall
have the meanings ascribed thereto in the Forbearance Agreement) among BANK OF
AMERICA, N.A., as Administrative Agent and Collateral Agent for the Lenders
under the Credit Agreement referred to therein (in such capacities, the “Agent”), the Lenders
party thereto, NORTEK, INC. (the “Specified U.S.
Borrower”), VENTROL AIR HANDLING SYSTEMS INC. (the “Canadian Borrower”
and, together with the Specified U.S. Borrower and each other Borrower from time
to time party to the Credit Agreement referred to therein, the “Borrowers”), and the
other Loan Parties (as defined in the Credit Agreement referred to
therein).




We
hereby request, and the Required Lenders hereby agree, that the Forbearance
Agreement be hereby amended as follows:




(a)  Section 2(g) of the
Forbearance Agreement is hereby amended by replacing “September 15, 2009”
therein with “September 18, 2009”.


(b)  The definition of
“Nortek Plan” contained the Forbearance Agreement is hereby amended by replacing
“September 15, 2009” therein with “September 18, 2009”.


This Letter
Amendment shall become effective as of the date first above written when, and
only when, the Agent shall have received counterparts of this Letter Amendment
executed by the Loan Parties and the Required Lenders or, as to any of the
Required Lenders, advice satisfactory to the Agent that such Lender has executed
this Letter Amendment.




On and after the
effectiveness of this Letter Amendment, each reference in the Forbearance
Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import
referring to the Forbearance Agreement, and each reference in the Loan Documents
to the “Forbearance Agreement”, shall mean and be a reference to the Forbearance
Agreement, as modified hereby.  The forbearance agreements contained
in the Forbearance Agreement, as modified hereby, shall be binding on all
Lenders in accordance with Section 11.01 of the Credit Agreement.




The Forbearance
Agreement and each of the other Loan Documents, as specifically amended or
otherwise modified by this Letter Amendment, are and shall continue to be in
full force and effect and are hereby in all respects ratified and
confirmed.  The execution, delivery and effectiveness of this Letter
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Secured Party or the Agent under any of the
Loan Documents, nor constitute a waiver of any provision of any of the Loan
Documents.  Nothing contained in this Letter Amendment and no action
by, or inaction on the part of, any Secured Party or the Agent shall, or shall
be deemed to, directly or indirectly (i) constitute a consent to or waiver of
any past, present or future violation of any provision of the Credit Agreement
or any other Loan Document, (ii) except as expressly set forth herein, amend,
modify or operate as a waiver of any provision of the Credit Agreement or any
other Loan Document or of any right, power, or remedy of the Agent or any
Secured Party thereunder or (iii) constitute a course of dealing or other basis
for altering any obligation of the Loan Parties under the Loan Documents or any
other contract or instrument. The Loan Parties and the Required Lenders hereby
agree that this Letter Amendment shall be a Loan Document for all purposes of
the Credit Agreement and the other Loan Documents.




Each Loan Party
ratifies and reaffirms the validity and enforceability (without defense,
counterclaim or offset of any kind and not subject to any avoidance, reduction,
recharacterization, subordination (whether equitable, contractual or otherwise
but subject to the Intercreditor Amendment), counterclaim, cross-claim, defense,
disallowance, impairment, objection or any challenges under any applicable Law
or by any Person) of the Liens and security interests granted to secure any of
the Obligations to and for the benefit of the Secured Parties, pursuant to the
Loan Documents.  Each Loan Party acknowledges and agrees that all such
Liens and security interests granted by it secure, and shall continue to secure,
the Obligations and the Guaranties from and after the date hereof.




This Letter
Amendment may be executed by one or more of the parties to this Letter Amendment
on any number of separate counterparts, and all of said counterparts taken
together shall be deemed to constitute one and the same
instrument.  Any party hereto may execute and deliver a counterpart of
this Letter Amendment by delivering by facsimile transmission or electronic mail
in portable document format a signature page of this Letter Amendment signed by
such party, and such signature shall be treated in all respects as having the
same effect as an original signature.




This Letter
Amendment shall be governed by, and construed in accordance with, the laws of
the State of New York.







Very truly
      yours,
              
              NORTEK, INC.,
      as the Specified U.S.
              Borrower and
      as a Guarantor
              
              
              By:  /s/Edward J.
      Cooney
              Name:  Edward
      J. Cooney
              Title:    Vice
      President and TreasurerVENTROL AIR
      HANDLING SYSTEMS INC.,
              As the
      Canadian Borrower
              
              By:  /s/Edward J.
      Cooney
              Name:  Edward
      J. Cooney
              Title:    Vice
      President and Treasurer








AIGIS
      MECHTRONICS, INC.
              BROAN-MEXICO
      HOLDINGS, INC.
              BROAN-NUTONE
      LLC
              BROAN-NUTONE
      STORAGE SOLUTIONS LP
              CES GROUP,
      INC.
              CES
      INTERNATIONAL LTD.
              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.
              LINEAR H.K.
      LLC
              LINEAR
      LLC
              LITE TOUCH,
      INC.
              MAGENTA
      RESEARCH LTD.
              MAMMOTH-WEBCO,
      INC.
              NILES AUDIO
      CORPORATION
              NORDYNE
      INC.
              NORDYNE
      INTERNATIONAL, INC.
              NORTEK
      INTERNATIONAL, INC.
              NUTONE
      LLC
              OMNIMOUNT
      SYSTEMS, INC.
              OPERATOR
      SPECIALTY COMPANY, INC.
              PACIFIC
      ZEPHYR RANGE HOOD, INC.
              PANAMAX
      INC.
              RANGAIRE GP,
      INC.
              RANGAIRE LP,
      INC.
              SECURE
      WIRELESS, INC.
              SPEAKERCRAFT,
      INC.
              TEMTROL,
      INC.
              WDS
      LLC
              XANTECH
      CORPORATION
              ZEPHYR
      CORPORATIONas a Borrower
      and Guarantor
              
              
              By:        /s/ Edward J.
      Cooney
              Name:  Edward
      J. Cooney
              Title:    
      Vice President and Treasurer
              
              (of entity
      listed or as an officer of the managing member, sole member or general
      partner)

















BROAN-NUTONE
      CANADA INC.
              INNERGY TECH
      INC.
              VENMAR CES,
      INC.
              VENMAR
      VENTILATION INC.
              VENMAR
      VENTILATION (H.D.H.) INC.as a
      Guarantor
              
              
              By:   /s/ Edward J.
      Cooney
              Name:  Edward
      J. Cooney
              Title:    
      Vice President and Treasurer










Acknowledged
      and Agreed:





BANK OF
      AMERICA, N.A.,


as
      Agent








By:
            /s/ Richard
      Levenson


Name:  Richard
      Levenson


Title:    Senior
      Vice President





BANK OF
      AMERICA, N.A.,


as U.S. L/C
      Issuer and Canadian L/C Issuer








By:
            /s/ Richard
      Levenson


Name:  Richard
      Levenson


Title:    Senior
      Vice President











Acknowledged and
Agreed:





WELLS FARGO
      FOOTHILL, LLCBy:        /s/ Ilene
      Silberman
              Name:  Ilene
      Silberman
              Title:    
      Vice President





Acknowledged and
Agreed:





WELLS FARGO
      FOOTHILL CANADA ULCBy:        /s/ Sanat
      Amladi
              Name:  Kurt
      Duerfeldt
              Title:    Vice
      President