1 EXHIBIT 10.16 (Employee) (Address) Dear (Employee): Lennox International Inc. ("Lennox") recognizes you as a key employee, important to its future profitability, growth and financial strength. Accordingly, Lennox proposes to enter into an agreement...Lennox International Inc • May 27th, 1999 • Air-cond & warm air heatg equip & comm & indl refrig equip
SENIOR NOTESLennox International Inc • November 12th, 1999 • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
AMONGAgreement and Plan of Merger • November 5th, 1999 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
EXHIBIT 10.2 SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT, dated as of June 16, 2003 (this "Amendment"), is entered into by and among LPAC CORP., as the purchaser (the "LPAC Corp."), Lennox...Purchase and Sale Agreement • August 13th, 2003 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
RECITALS:Agreement • October 21st, 2004 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Texas
1 DRAFT OF JULY 26, 1999 8,500,000 Shares LENNOX INTERNATIONAL INC. COMMON STOCK, PAR VALUE $.01 PER SHARE UNDERWRITING AGREEMENT July _____, 1999 July _____, 1999 Morgan Stanley & Co. Incorporated Credit Suisse First Boston Corporation Warburg Dillon...Underwriting Agreement • July 27th, 1999 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
1 EXHIBIT 10.15 LENNOX INTERNATIONAL INC. INDEMNIFICATION AGREEMENT THIS AGREEMENT is entered into as of March 12, 1999 ("Agreement"), between Lennox International Inc., a Delaware corporation (the "Company"), and ________________________...Indemnification Agreement • May 27th, 1999 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
EXHIBIT 10.2 CHANGE OF CONTROL AGREEMENT AMENDED AND RESTATED CHANGE OF CONTROL EMPLOYMENT AGREEMENT Table of ContentsEmployment Agreement • November 13th, 2000 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
EXHIBIT 10.1 July 31, 2000 Employee Address Dear ______: Lennox International Inc. ("Lennox") recognizes you as a key employee, important to its future profitability, growth and financial strength. Accordingly, Lennox proposes to enter into an...Lennox International Inc • November 13th, 2000 • Air-cond & warm air heatg equip & comm & indl refrig equip
EXECUTION PURCHASE AND SALE AGREEMENT Dated as of June 19, 2000Purchase and Sale Agreement • August 11th, 2000 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • October 21st, 2004 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
RECITALSStock Option Agreement • November 5th, 1999 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
ANDRights Agreement • July 28th, 2000 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
ARTICLE II REPRESENTATIONS AND WARRANTIES OF LENNOXShareholder Agreement • November 5th, 1999 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
AMENDMENT NO. 1 to RECEIVABLES SALE AGREEMENT Dated as of September 11, 2003Receivables Sale Agreement • November 13th, 2003 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Illinois
RECITALS:Credit Facility Agreement • May 14th, 2002 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Texas
EXHIBIT 10.1 LENNOX INTERNATIONAL INC. AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENTIntercreditor Agreement • November 13th, 2003 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Texas
EXHIBIT 10.12 Ets. Brancher S.A. Lennox Global Ltd. 11, rue d'Alsace-Lorraine 2100 Lake Park Blvd. 69500 Bron, France Richardson, Texas 75080 U.S.A. This is the First Amendment to the Amended and Restated Venture Agreement (the "Amendment") entered...Venture Agreement • May 27th, 1999 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
Execution Form LENNOX INTERNATIONAL INC. AGREEMENT OF ASSUMPTION AND RESTATEMENT Dated as of December 1, 1991 9.55% Series B Senior Promissory Notes due 1996 11.05% Series C Senior Promissory Notes due 1997 9.60% Series D Senior Promissory Notes due...Lennox International Inc • April 6th, 1999 • New York
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 14th, 2002 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of June 7, 2002, is entered into by and among LENNOX INDUSTRIES INC., an Iowa corporation (“Lennox”), HEATCRAFT INC., a Mississippi corporation (“Heatcraft”) and ARMSTRONG AIR CONDITIONING INC., an Ohio corporation (“Armstrong”), as sellers (each of Lennox, Heatcraft and Armstrong being a “Seller” and collectively, the “Sellers”) and LPAC CORP., a Delaware corporation (the “Company”), as purchaser. Capitalized terms used and not otherwise defined herein are used as defined in the Agreement defined below.
1 EXHIBIT 10.6 ================================================================ ================ LENNOX INTERNATIONAL INC. REVOLVING CREDIT FACILITY AGREEMENT Dated as of July 13, 1998 CHASE BANK TEXAS, NATIONAL ASSOCIATION, as Administrative AgentRevolving Credit Facility Agreement • April 6th, 1999 • Lennox International Inc • Texas
AGREEMENTS:Stock Disposition Agreement • May 27th, 1999 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Texas
UNDERWRITING AGREEMENT LENNOX INTERNATIONAL INC.Underwriting Agreement • October 26th, 2016 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
Lennox International Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $350,000,000 principal amount of its 3.000% Senior Notes due 2023 (the “Notes”). The obligations of the Company under the Indenture (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and together with the Notes, the “Securities”), on a joint and several basis, by each of the subsidiaries of the Company identified on Schedule 2 hereto (collectively, the “Guarantors” and, together with the Company, the “Issuers”) in accordance with the terms of the Indenture. The Securities will be issued pursuant to an indenture dated as of May 3, 2010 (as supplemented from time to time heretofore, the “Base Indenture”), as supplemented by the sixth supplemental indenture to such Base Indenture to be dated as of the Closing Date (as
LETTER AMENDMENT NO. 3 TO MASTER SHELF AGREEMENT DATED AS OF OCTOBER 15, 1999 (Lennox International Inc.)Master Shelf Agreement • August 14th, 2001 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
AMENDMENT NO. 11 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • November 17th, 2021 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto hereby agree that the Prior RPA shall be amended and restated in its entirety as follows:
SHORT TERM FACILITY AGREEMENT dated as of October 20, 2014 among LENNOX INTERNATIONAL INC., as the Borrower, The Lenders Party Hereto JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Administrative Agent,Assignment and Assumption • October 24th, 2014 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
SHORT TERM FACILITY AGREEMENT (this “Agreement”) dated as of October 20, 2014, among LENNOX INTERNATIONAL INC., a Delaware corporation, the LENDERS party hereto, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent.
SEVENTH AMENDED AND RESTATED CREDIT FACILITY AGREEMENT dated as of July 30, 2020 among LENNOX INTERNATIONAL INC., as the Borrower, The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent, BANK OF AMERICA, N.A., and WELLS FARGO BANK,...Credit Facility Agreement • July 30th, 2020 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
SEVENTH AMENDED AND RESTATED CREDIT FACILITY AGREEMENT dated as of July 30, 2020, among LENNOX INTERNATIONAL INC., a Delaware corporation, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
LENNOX INTERNATIONAL INC. Restricted Stock Unit Award Agreement Non-Employee DirectorsRestricted Stock Unit Award Agreement • February 19th, 2019 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
THIS AGREEMENT (“Agreement”) is made as of December 7, 2018 (the “Award Date”), by and between Lennox International Inc., a Delaware corporation (the “Company”), and __________ (“Participant”).
LENNOX INTERNATIONAL INC. Long-Term Incentive Award AgreementIncentive Award Agreement • February 17th, 2015 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
THIS AGREEMENT (“Agreement”) is made as of December 12, 2014 (the “Award Date”), by and between Lennox International Inc., a Delaware corporation (the “Company”), and __________ (“Participant”).
1 EXHIBIT 10.25 LENNOX INTERNATIONAL INC. REVOLVING CREDIT FACILITY AGREEMENT Dated as of July 29, 1999 CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as Administrative Agent,Credit Facility Agreement • July 27th, 1999 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Texas
ContractLennox International Inc • December 1st, 2008 • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNE
UNDERWRITING AGREEMENT $500,000,000 5.500% Senior Notes due 2028 LENNOX INTERNATIONAL INC.Underwriting Agreement • September 12th, 2023 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
Lennox International Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $500,000,000 principal amount of its 5.500% Senior Notes due 2028 (the “Notes”). The obligations of the Company under the Indenture (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and together with the Notes, the “Securities”), on a joint and several basis, by each of the subsidiaries of the Company identified on Schedule 2 hereto (collectively, the “Guarantors” and, together with the Company, the “Issuers”) in accordance with the terms of the Indenture. The Securities will be issued pursuant to an indenture dated as of May 3, 2010 (as supplemented from time to time heretofore, the “Base Indenture”), as supplemented by the eleventh supplemental indenture to such Base Indenture to be dated as of the Closing Date (
TENTH SUPPLEMENTAL INDENTURETenth Supplemental Indenture • February 21st, 2023 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
This TENTH SUPPLEMENTAL INDENTURE, dated as of July 14, 2021 (this “Tenth Supplemental Indenture”), is among Lennox International Inc., a Delaware corporation (the “Company”), Heatcraft Technologies Inc., a Delaware corporation (“HTI”), Lennox National Account Services Inc., a California corporation (“Account Services”), Lennox Procurement Company Inc., a Delaware corporation (“LPCI”), Lennox Services LLC, a Delaware limited liability company (“LS LLC” and, together with HTI, Account Services and LPCI, the “New Guarantors”), Advanced Distributor Products LLC, a Delaware limited liability company (“ADP”), Allied Air Enterprises LLC, a Delaware limited liability company (“Allied Air”), Heatcraft Inc., a Delaware corporation (“Heatcraft”), Heatcraft Refrigeration Products LLC, a Delaware limited liability company (“HRP”), Lennox Global LLC, a Delaware limited liability company (“Global”), Lennox Industries Inc., a Delaware corporation (“Industries”), Lennox National Account Services LLC,
CHANGE OF CONTROL EMPLOYMENT AGREEMENTChange of Control Employment Agreement • February 27th, 2007 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
This CHANGE OF CONTROL EMPLOYMENT AGREEMENT (the “Agreement”) by and between Lennox International Inc., a Delaware corporation (the “Company”), and (the “Executive”), dated as of the day of , 200 , to be effective as of the Agreement Effective Date (as defined in Section 11(h) hereof).
SUBSIDIARY JOINDER AGREEMENTSubsidiary Joinder Agreement • April 26th, 2011 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Texas
This SUBSIDIARY JOINDER AGREEMENT (this “Agreement”) dated as of March 28, 2011 is executed by the undersigned (“Debtor”) for the benefit of Bank of America, N.A., in its capacity as administrative agent for the lenders party to the hereafter identified Credit Agreement (in such capacity herein, the “Administrative Agent”) and for the benefit of (a) such lenders in connection with that certain Third Amended and Restated Revolving Credit Facility Agreement dated as of October 12, 2007, among the Administrative Agent, Lennox International Inc. (the “Borrower”), the lenders party thereto, JPMorgan Chase Bank, N.A. and Wachovia Bank, National Association, as Co-Syndication Agents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Wells Fargo Bank, N.A., as Co-Documentation Agents, and U.S. Bank National Association and The Bank of Nova Scotia, as Co-Managing Agents and Banc of America Securities LLC and J. P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Book Managers (as amended, res
