UNDERWRITING AGREEMENT LENNOX INTERNATIONAL INC.Underwriting Agreement • May 6th, 2010 • 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”), $200,000,000 principal amount of its 4.900% Senior Notes due 2017 (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 (the “Base Indenture”) by and among the Company, the Guarantors and U.S. Bank, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture to
