EXHIBIT 10.6
CONFIRMATORY SPLIT DOLLAR AGREEMENT NO. 2
First Amendment
Pursuant to the provisions of Section 10 of Confirmatory
Split Dollar Agreement No. 2 entered into as of December 31, 1996
by and between Nortek, Inc., a Delaware corporation having a
principal place of business in Providence, Rhode Island (the
"Corporation"), and Richard L. Bready, of said Providence (the
"Employee"), the Corporation and the Employee hereby amend the
Agreement by changing Sections 2 and 3 to read as follows:
"2. The Employee shall continue to be the owner
of the Policy and, except to the extent of (a) the
Corporation's Interest in the Policy as provided herein
or, if greater, (b) the Corporation's actual borrowings
against the Policy as permitted under paragraph (a) of
Section 3 below, shall have and may exercise all the
rights of a policy owner, including but not limited to
the right to designate the beneficiaries, select
settlement options, borrow on the security of the
Policy and surrender the Policy. Dividends shall not
be applied to the payment of premiums unless otherwise
agreed by the Corporation and the Employee.
3. The Employee hereby affirms his assignment
to the Corporation of the following limited ownership
rights in the Policy:
(a) The right to obtain one or more loans or
advances on the Policy to the full
extent that loans are permitted under
the
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terms of the Policy, even if the
amount of such loans or advances exceeds
the Corporation's Interest in the Policy
(determined without reduction for
outstanding indebtedness).
(b) The right upon termination of this
Agreement to realize against the cash
value of the Policy or the death
proceeds payable under the terms of the
Policy, as the case may be, the
Corporation's Interest in the Policy.
For purposes of this subparagraph, the
sale, surrender, or transfer of
ownership of the Policy by the Employee
or his assignee shall be deemed a
termination of the Agreement unless
consented to by the Corporation. If
this Agreement terminates during the
Employee's lifetime, the Corporation
shall have no right of recovery against
the Employee or his assignee in excess
of the then cash value of the Policy.
Whenever the Agreement terminates, the
Employee or his assignee shall have no
right of recovery against the
Corporation with respect to the excess
of the then outstanding loans or
advances on the Policy over the
Corporation's Interest in the Policy
(determined without reduction for
outstanding indebtedness).
The Employee shall upon execution of this Agreement
simultaneously execute a confirmatory collateral
assignment securing the Corporation's rights under the
terms of this Agreement."
SIGNED and SEALED in two original counterparts this 15th day
of September, 1997.
NORTEK, INC.
By: /s/Kevin W. Donnelly
Its: Vice President,
duly authorized
/s/ Richard L. Bready
Richard L. Bready
