EX 10.9



SHARED
SERVICES AGREEMENT



     This
SHARED SERVICES AGREEMENT (“Agreement”) made as of August 30, 2002
is entered into by and between Lennox International Inc.
(“Lennox”) having its principal place of business located at
2140 Lake Park Blvd., Richardson, TX 75080, and Outokumpu Heatcraft USA
LLC having its principal place of business located at Memphis and
Outokumpu Heatcraft B.V. having its principal place of business in
Amsterdam (referred to as “JV”), pursuant to the following Recitals
and Clauses: 


W I T N E S
S E T H:


     
WHEREAS,
Lennox is organized pursuant to the laws of Delaware and has all the necessary
authorizations, corporate or otherwise, to enter into this Agreement; 


     
WHEREAS, JV is a limited liability company organized pursuant to the laws of Delaware and has all the necessary authorizations, corporate or
otherwise, to enter into this Agreement;


     
WHEREAS,
pursuant to a Share Purchase Agreement (“U.S. Purchase
Agreement”), dated as of July 18, 2002, entered into by and among
Lennox, Outokumpu Copper Products Oy (“OCP”) and Outokumpu
Copper Holdings, Inc. (“Holdings”) and pursuant to a Share
Purchase Agreement (“European Purchase Agreement”), dated as of
July 18, 2002, entered into by and among OCP and LGL Holland B.V. ( OCP together
with its subsidiaries being hereafter referred to as
“Outokumpu”), the Parties thereto have agreed for Outokumpu to
acquire fifty-five percent (55%) of the heat transfer business of Lennox,
as more fully described in the Purchase Agreements (the “Lennox Heat
Transfer Business”) in the form of joint venture companies in
the United States, Europe and Asia (the “JV Business”); 



     WHEREAS,
prior to the Effective Date, Lennox, using its corporate resources and resources
from the Subsidiaries, provided certain services in support of the operation of
the Lennox Heat Transfer Business; 



     WHEREAS,
the Parties have agreed that after the Effective Date, Lennox will provide, or
will solicit the Subsidiaries to provide, the Lennox Shared Services to support
the activities of the JV Business under the terms of this Agreement; 



     WHEREAS,
prior to the Effective Date, the Lennox Heat Transfer Business provided certain
services in support of the operation of ADP; and 



     WHEREAS,
the Parties have agreed that after the Effective Date, JV will provide the JV
Shared Services to support the activities of ADP under the terms of this
Agreement. 







     NOW
THEREFORE, in consideration of the mutual covenants and undertakings of the
Parties and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, accepted and agreed to, Lennox and
JV hereby agree as follows: 



CLAUSES



               
1.       DEFINITIONS.




               
1.1.     For purposes of
this Agreement, the following terms shall have the meaning ascribed to them, as follows:




               
(a)       ADP:  means Advanced Distributor
 Products LLC, a Delaware limited liability company and an indirect, wholly-owned
subsidiary of Lennox.




               
(b)       Agreement:  shall have the meaning set forth in the Preamble.




               
(c)       Default Notice:  shall have the
meaning set forth in Clause 11.



               
(d)       Effective Date:  shall mean the
effective date of the Purchase Agreement which shall be the Closing Date as specified
in the U.S. Purchase Agreement and the European Purchase Agreement.




               
(e)       JV:  shall have the meaning set
 forth in the Preamble.




               
(f)       JV Business:
shall have the meaning set forth in the Recitals.



               
(g)       JV Shared Services:  shall mean the services listed on Exhibit A, attached hereto, and any other services as may be
agreed to by the Parties, and which may be required by ADP in connection with its operations in the United States.  The services and fees described on
Exhibit A are initial operating estimates prepared by the parties as of the Effective Date and will provide the basis for operations after the Effective
Date.  As soon as practical, but in no event after three (3) months from the Effective Date, the parties will have completed a thorough review of the scope
of services being provided and the fees being charged therefore.  The parties agree that, unless otherwise provided in this Agreement, any adjustments
required to the scope of services shall be made at that time but any changes
to the fees being charged will be retroactive to the Effective Date.



               
(h)       JV Shared Services Fees:
shall have the meaning set forth in Clause 5.1.




               
(i)       Lennox:  shall have the meaning
 set forth in the Preamble.




               
(j)       Lennox Heat Transfer Business:
shall have the meaning set forth in the Recitals.








               
(k)       Lennox Shared Services:
shall mean the services listed on Exhibit B, attached hereto, and any other services as may be agreed to by the
Parties, and which may be required by JV in connection with its operations in the United States, Europe and Asia and/or
at such other business locations of JV as may be agreed to by the Parties.  The services and fees described on Exhibit
B are initial operating estimates prepared by the parties as of the Effective Date and will provide the basis for
operations after the Effective Date.  As soon as practical, but in no event after three (3) months from the Effective
Date, the parties will have completed a thorough review of the scope of services being provided and the fees being
charged therefore.  The parties agree that, unless otherwise provided in this Agreement, any adjustments required to
the scope of services shall be made at that time but any changes to the fees
being charged will be retroactive to the
Effective Date.




               
(l)       Lennox Shared Services Fees:
shall have the meaning set forth in Clause 4.1.



               
(m)       Losses:  shall the have the
meaning set forth in Clause 10.1.




               
(n)       Outokumpu:  shall have the meaning
set forth in the Recitals.




               
(o)       Party:  means either Lennox or JV,
as applicable.




               
(p)       Parties:
  means both Lennox and JV.



               
(q)       Purchase Agreement:  shall have
 the meaning set forth in the Recitals.




               
(r)       Subsidiaries:  shall mean entities
 that are owned one hundred percent (100%) directly or indirectly by Lennox.




               
(s)       Term:  shall have the meaning set
 forth in Clause 8.




               
2.       
LENNOX SHARED SERVICES.



               
2.1.     Lennox hereby agrees to render to JV, or cause the Subsidiaries to render to JV, the Lennox Shared Services through the
personnel and employees of
Lennox or the Subsidiaries. Lennox agrees to perform, or cause the Subsidiaries
to perform, the Lennox Shared Services with the same degree of care, skill and
diligence, and using the same operating procedures, as used in performing
similar services for Lennox’s own benefit, consistent with past practice
(where applicable). 









               
2.2.     Notwithstanding anything to the contrary set forth in this Agreement
(including Exhibit B), the Parties agree that the
Lennox Shared Services do
not include any services that were previously provided by the Vice President of
Finance or other group personnel of the Lennox Heat Transfer Business which were
not transferred to the JV, all of which are to be provided by resources within
the JV.




               
2.3.             JV, at its sole option,
may terminate the provision of all or any portion of the Lennox Shared Services
 at any time
during the Term of this Agreement by providing Lennox with six (6) months prior
 written notice.




               
2.4.     Prior to termination of this Agreement
 for whatever reason, JV shall ensure that it has adequate resources in place to
eliminate the need for the Lennox Shared Services.




               
2.5.     The Lennox Shared Services provided
 hereunder shall be provided by Lennox or the Subsidiaries without any warranty as
to the sufficiency, quality
or completeness or the suitability of such services for any purpose.
ACCORDINGLY, OTHER THAN AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, LENNOX
MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE LENNOX SHARED
SERVICES PROVIDED HEREIN INCLUDING ANY IMPLIED WARRANTY OR MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.




               
3.       JV SHARED SERVICES.




               
3.1.     JV hereby agrees to render the JV Shared Services to ADP through JV's personnel and employees.  JV agrees to perform
the JV Shared Services with the same degree of care, skill and diligence and using the same operating procedures as would be used in performing similar
services for JV's own benefit.




               
3.2.     Lennox, at its sole option may terminate
the provision of the JV Shared Services at any time during the Term of this
Agreement by providing JV with six (6) months prior written notice.




               
3.3.     Prior to termination of this Agreement
for whatever reason, Lennox shall ensure that ADP has adequate resources in
place to eliminate the need for the JV Shared Services.




               
3.4.     The JV Shared Services provided hereunder shall be provided by the JV or the Subsidiaries without any warranty as to
the sufficiency, quality or
completeness or the suitability of such services for any purpose. ACCORDINGLY,
OTHER THAN AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE JV MAKES NO
WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE JV SHARED SERVICES PROVIDED
HEREIN INCLUDING ANY IMPLIED WARRANTY OR MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.









               
4.       
LENNOX SHARED SERVICES FEES.



               
4.1.     In
consideration for the Lennox Shared Services, JV shall pay Lennox for services
rendered and reimbursement of expenses incurred in rendering the Lennox Shared
Services (the “Lennox Shared Services Fees”). The fees set
forth on Exhibit B are the initial operating estimates of the annual
Lennox Shared Services Fees which are subject to adjustment as contemplated by
Sections 1.1(k) and 4.2 hereof. To the extent any part of the Lennox Shared
Services Fees is based on an hourly, daily or monthly rate, such rates may be
adjusted annually on January 1 of each year during the Term, and the Lennox
Shared Services Fees shall be adjusted accordingly.



               
4.2.     The Lennox  Shared  Services Fees shall be based on prices that JV could obtain from  independent  third parties for the
Lennox Shared Services or
the cost for providing such services internally by the JV. If JV requests a
change to the Lennox Shared Services Fees based on a lower price offered by an
independent third party or lower internal cost, and an agreement cannot be
reached with Lennox on a modified price, JV may terminate that service
immediately, at its sole discretion, but must pay any Lennox Shared Services
Fees for such services that were rendered prior to termination.



               
4.3.     Lennox shall provide JV with a monthly invoice
setting forth the Lennox
Shared Services  provided and the  corresponding  Lennox Shared Services
Fees due thereunder. Payment shall be due within ten (10) days after receipt of
invoice.



               
4.4.     Lennox Shared Services Fees due hereunder shall be paid by JV to Lennox in United States Dollars unless otherwise
agreed to in writing by the
Parties. JV shall make payment by depositing the amounts due in the bank
account(s) designated in writing by Lennox. 



               
4.5.     Upon request, Lennox shall prepare records accurately showing all costs incurred in connection with providing the
Lennox Shared Services
under this Agreement. Such records shall be open to inspection by
representatives or agents of JV at reasonable times and after reasonable advance
notice, for the purpose of verifying the accuracy of the payments made
hereunder.



               
5.       
JV SHARED SERVICES FEES.



               
5.1.     In  consideration  for the JV Shared  Services,  Lennox or ADP shall pay JV for services  rendered and  reimbursement of
expenses incurred in
rendering the JV Shared Services (the “JV Shared Services
Fees”). The initial annual estimate of the JV Shared Services Fees is
set forth on Exhibit A which are subject to adjustment as contemplated by
Sections 1.1(g) and 5.2 hereof. To the extent any part of the JV Shared Services
Fees is based on an hourly, daily or monthly rate, such rates may be adjusted
annually on January 1of each year during the Term, and the JV Shared Services
Fees shall be adjusted accordingly.







               
5.2.     The JV Shared
Services Fees shall be based on prices that ADP could obtain from independent
third parties for the JV Shared Services. If Lennox requests a change to the JV
Shared Services Fees based on a lower price offered by an independent third
party, and an agreement cannot be reached with JV on a modified price, Lennox or
ADP may terminate that service immediately, at its sole discretion, but must pay
any JV Shared Services Fees for such services that were rendered prior to
termination. 



               
5.3.      JV shall
provide Lennox or ADP with a monthly invoice setting forth the JV Shared
Services provided and the corresponding JV Shared Services Fees due thereunder.
Payment shall be due within ten (10) days after receipt of invoice.



               
5.4.     Fees due hereunder shall be paid by
Lennox or ADP to JV in United States Dollars unless otherwise agreed to in writing
by the Parties.  Lennox or ADP shall make payment by depositing the amount due
in the bank account(s) designated in writing by JV.



               
5.5     Upon request, JV shall prepare records accurately showing all costs incurred in connection with providing the JV Shared
Services under this
Agreement. Such records shall be open to inspection by representatives or agents
of Lennox or ADP at reasonable times and after reasonable advance notice, for
the purpose of verifying the accuracy of the payments made hereunder. 



               
6.       CHANGES TO EXHIBIT A AND EXHIBIT B.
Lennox agrees to provide or cause to be provided as part of the Lennox Shared
Services, any service
inadvertently omitted from Exhibit B to the extent such service was
provided by Lennox or the Subsidiaries to the Lennox Heat Transfer Business
prior to the Effective Date unless otherwise specifically excluded hereunder,
and subject to a corresponding adjustment to
the Lennox Shared Services Fees. JV
agrees to provide any service to ADP as part of the JV Shared Services that was
inadvertently omitted from Exhibit A, to the extent such service was
provided by the Lennox Heat Transfer Business to ADP prior to the Effective
Date, unless otherwise specifically excluded hereunder, and subject to a
corresponding adjustment to the JV Shared Services Fees. In addition, during the
Term of this Agreement, JV or Lennox (on behalf of ADP) may require additional
support services not specified in this Agreement. JV or Lennox agrees to provide
such additional support services as may reasonably be requested by the other
Party during the Term of this Agreement; provided, that terms and fees for such
additional support services are mutually agreed to between the Parties. To the
extent that the Lennox Shared Services, the Lennox Shared Services Fee, the JV
Shared Services, or the JV Shared Services Fees are modified, said modification
shall be made by revising Exhibit A or Exhibit B, as applicable,
and causing such revised Exhibit to be duly signed by the legal representatives
of the Parties and setting forth the effective date of the modification. 








               
7.       
APPROVAL/COMPLIANCE.



               
7.1.     Lennox shall obtain or cause the
Subsidiaries to obtain, any and all permits and approvals that are required or
necessary in connection with rendering the Lennox Shared Services and shall perform
or cause the Lennox Shared Services to be performed, in compliance with
any and all applicable laws, regulations and rules.



               
7.2.     JV shall obtain any and all permits and
approvals that are required or necessary in connection with rendering the JV
Shared Services and shall
perform the JV Shared Services in compliance with any and all applicable laws,
regulations and rules.



               
8.       TERM.  This Agreement shall commence
as of the Date and shall continue for at least thirty-six (36) months, unless
otherwise stated herein or
it is terminated as provided in Clause Eleven below or renewed as provided in
this Clause Eight (the “Term”). This Agreement is renewable on
monthly basis, by written agreement between the Parties, and any period of
renewal shall be included as part of the Term. 



               
9.       
LABOR RELATIONS.



               
9.1.     Lennox shall be solely responsible and liable for any labor obligations under the applicable provisions of labor laws
regarding any employees
and/or workers it or the Subsidiaries may contract, directly or indirectly, to
render the Lennox Shared Services. JV shall be solely responsible and liable for
any labor obligations under the applicable provisions of labor laws regarding
any employees and/or workers it may contract, directly or indirectly, to render
the JV Shared Services.



               
9.2.     Lennox shall pay or reimburse JV for
any payment or liability incurred by JV, in relation to any labor obligation
derived of or as a
consequence of this Agreement with respect to the employees of Lennox or the
Subsidiaries. JV shall pay or reimburse Lennox and ADP for any payment or
liability incurred by Lennox or ADP, in relation to any labor obligation derived
of or as a consequence of this Agreement with respect to the employees of JV. 



               
10.     INDEMNIFICATION; LIMITATIONS OF LIABILITY
.



               
10.1.  With respect to any claims, losses, damages, liabilities or expenses
(including reasonable attorneys' fees) ("Losses")
incurred by JV, Lennox will
indemnify and hold JV harmless from and against any Losses arising out of the
acts or omissions of Lennox, or in connection with Lennox’s performance
under this Agreement. With respect to any Losses incurred by Lennox or ADP, JV
will indemnify and hold Lennox and ADP harmless from and against any Losses
arising out of the acts or omissions of JV, or in connection with JV’s
performance under this Agreement.



               
10.2.  Except as provided for in Section 10.1,
neither Party shall be liable to the other for any consequential, special,
incidental, exemplary or punitive damages.







               
10.3.  Except as provided for in Section 10.1,
JV's sole liability to Lennox and its employees in connection with the Lennox
Shared Services is limited
to the payment of invoices for actual Lennox Shared Services rendered. Except as
provided for in Section 10.1, Lennox’s sole liability to JV and its
employees in connection with the JV Shared Services is limited to the payment of
invoices for actual JV Shared Services rendered.



               
11.    TERMINATION.  This Agreement may
be terminated at any time (i) by the mutual consent of the Parties in writing, or (ii)
pursuant to a written
notice (“Default Notice”) by JV or Lennox to the other, given
no less than thirty (30) calendar days in advance of the desired date of
termination, in the event that: 



               
(a)     either Party hereto defaults in its performance of any material obligations hereunder and fails to remedy such default
within the term of the Default Notice; and/or



               
(b)     either Party hereto commences bankruptcy or liquidation proceedings, becomes insolvent, ceases or threatens to cease to
carry on business or loses
control over a substantial part of its assets whether through the appointment of
a receiver or otherwise.



               
12.   GOVERNING LAW; FORUM.
This Agreement shall be construed, enforced and executed pursuant to the laws of the state of
New York. For anything
pertaining to the interpretation, execution and/or enforcement of this
Agreement, the Parties irrevocably submit themselves to the exclusive
jurisdiction of the federal district courts within the state of Delaware, and
hereby waive any claim constituting such courts as an inconvenient forum. All
Disputes shall be settled in accordance with the procedures set forth in this
Section 12 and in Exhibit C hereto.



               
13.   MISCELLANEOUS PROVISIONS.



               
13.1. Notices; Addresses. All notices required hereunder shall be in writing and shall be effective as set forth herein.
Such notices shall be
delivered personally or sent by facsimile or via specialized courier, to the
addresses and facsimile numbers set forth below by the Parties, unless notice of
change of address and/or facsimile number is given in writing by a Party in
accordance with the foregoing to the other Party, in which case any notices
shall be sent to such new addresses and/or facsimile numbers.


	
            Lennox:	
            Lennox International Inc.
		
            2140 Lake Park Blvd.
		
            Richardson, TX  75080
		
           Telephone:  972-497-5000
		
           Facsimile: 972-497-6660
		
            Att'n:  Chief Legal Officer







	
            JV: [to be provided at signing]	





		
            Telephone:



		
            Facsimile:



		
            Att'n:




               
13.2. Acts Of God; Force Majeure.  In the event that lawful performance of this Agreement or any part hereof, by either Party
hereto, shall be deemed
impossible to fulfill by or as a consequence of any law or any act of any
government having jurisdiction over such Party, such Party shall not be
considered in default hereunder by reason of any failure to perform occasioned
thereby. Any delay in the performance of any other obligations of either Party
hereunder shall be excused if, and to the extent, caused by occurrences beyond
such Party’s reasonable control, including Acts of God or force majeure,
such as governmental orders or restrictions, war, warlike conditions,
hostilities, sanctions, mobilization, blockade, embargoes, strikes or other
major labor troubles or any other cause or causes that cannot be reasonably
controlled by either Party. 



               
13.3. Entire Agreement.  This Agreement sets forth the entire agreement and understanding of the Parties in respect of the
transactions contemplated
by this Agreement and supersedes and cancels any previous understanding or
agreement between the Parties relating to the Lennox Shared Services or the JV
Shared Services.



               
13.4. 
Relationship.  Lennox and the Subsidiaries are independent contractors providing Lennox Shared Services to JV, and JV
is an independent
contractor providing JV Shared Services to ADP. This Agreement does not create
an employee/employer relationship between the Parties, nor is the intent that an
agency, partnership, distribution, or representation be formed by this
Agreement. Neither Party shall have the right, power or authority to make
representations or warranties nor to contract debts or other obligations in the
name of or on behalf of the other Party except to the extent authorized by this
Agreement or by the other Party.



               
13.5. Waiver.
 Any waiver by JV or Lennox of a breach of any term or condition of this Agreement shall not be considered as a
waiver of any subsequent breach of any term or condition hereof.



               
13.6. Subcontracting or Assignment.  Neither Party shall subcontract or assign any of its rights or obligations under this
Agreement without the prior
written consent of the other Party, such consent not to be unreasonably
withheld. This Agreement will be binding upon and inure to the benefit of each
Party and their respective legal representatives, successors and permitted
assigns, if any.



               
13.7. Severability.  Should any provision of this
Agreement be held to be illegal or in conflict with any applicable law, the
validity of the remaining provisions shall not be affected thereby.







               
13.8. Modifications or Amendments.  No modifications
or amendments of this Agreement will be effective unless made in writing
and signed by both Parties.



               
13.9. Headings and Captions.  The headings and captions
of the various Clauses of this Agreement are for convenience of
reference only and will in
no way modify or affect the meaning or construction of any of the terms or
provisions of this Agreement.



               
IN WITNESS WHEREOF, the Parties hereto being fully cognizant of the terms and
conditions hereof have caused this Agreement to be
executed by their legal representatives as of the date first above written in the
 places indicated in each case.






	
           Lennox:	
           JV:
	
           Lennox International Inc.	
           Outokumpu Heatcraft USA LLC
	
           By:  /s/ Carl E. Edwards, Jr.	
           By:    /s/ Kalevi Nikkilä
	
           Name:  Carl E. Edwards, Jr.	
           Name:_______________________
	
           Title:  EVP     	
           Title:      _______________________





		
        Outokumpu Heatcraft B.V.



		
           By:    /s/ Kalevi Nikkilä

           Name:________________________

           Title:_________________________