exv10w1







	 	 	 	 	 



Exhibit 10.1




EXECUTION COPY




FIRST AMENDMENT TO THIRD AMENDED AND RESTATED

REVOLVING CREDIT FACILITY AGREEMENT





     This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT (this
“Amendment”) dated as of February 22, 2010 (the “Amendment Effective Date”), by and
among LENNOX INTERNATIONAL INC., a Delaware corporation (the “Borrower”), BANK OF AMERICA,
N.A. (“Bank of America”), as Administrative Agent for the Lenders (in such capacity, the
“Administrative Agent”), and the Lenders party hereto.



W I T N E S S E T H:




     WHEREAS, the Borrower entered into that certain Third Amended and Restated Revolving Credit
Facility Agreement, dated as of October 12, 2007 (as the same may be amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), with the
Administrative Agent and the Lenders governing the Loans (as defined in the Credit Agreement)
described therein;



     WHEREAS, to evidence the Loans, the Borrower has executed Notes (as defined in the Credit
Agreement) made payable to the order of certain of the Lenders;



     WHEREAS, the Borrower and each of the Guarantors have requested that the Administrative Agent
and the Lenders consent to amend the Credit Agreement upon and subject to the terms and conditions
set forth herein; and



     WHEREAS, the Administrative Agent and the Lenders party hereto have agreed to amend the Credit
Agreement upon and subject to the terms and conditions set forth herein.



     NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and
agreements contained herein and in the Credit Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this
Amendment hereby agree as follows.



ARTICLE I




Definitions



     1.1 Defined Terms. Capitalized terms used but not defined herein shall have the
meanings specified in the Credit Agreement.



ARTICLE II




Amendment to Credit Agreement



     2.1 Amendment to Section 5.16. Section 5.16 of the Credit Agreement is hereby
amended, effective as of the Amendment Effective Date, by (a) deleting the period located at the
end of clause (viii) of the proviso and substituting in lieu thereof a semicolon (;) and (b) adding



 









 




to the end thereof a new paragraph immediately following clause (viii) of the proviso of Section
5.16 to read as follows:





“provided further, however, that clause (a) above shall not
apply to any indenture, purchase agreement or other similar agreement entered into
by the Borrower which governs or evidences any unsecured bonds issued by the
Borrower which bonds would upon issuance constitute Indebtedness which is otherwise
permitted under this Agreement, but only if and to the extent that any term or
provision contained in any such indenture, purchase agreement or other similar
agreement that would otherwise be prohibited by clause (a) above expressly permits
the Borrower and any of its Subsidiaries to create, incur, assume and permit to
exist at any time and from time to time all of the following: (i) any Liens on any
of its or their respective assets or properties which secure payment of the Loans
and any other obligations of the Borrower and any of its Subsidiaries under the Loan
Documents (provided that any such indenture, purchase agreement or other
similar agreement may provide that any such Lien created after the date of such
indenture, purchase agreement or other agreement will equally and ratably secure
payment of the Indebtedness of the Borrower under such indenture, purchase agreement
or other similar agreement), (ii) any Liens on any of its or their respective assets
or properties which are expressly permitted under Section 5.13, with no
limitations or restrictions on the creation, incurrence, assumption, existence or
type of such Liens, the type or amount of Indebtedness, liabilities or obligations
secured by such Liens, or on the types of assets and properties actually or
potentially subject to such Liens, that are more limiting or restrictive than any
such limitations or restrictions which are contained in this Agreement, and (iii)
any other Liens on any of its or their respective assets or properties which secure
any Indebtedness, liabilities and obligations of the Borrower or any of its
Subsidiaries in an aggregate amount which may at any time be up to at least fifteen
percent (15%) of the consolidated net tangible assets (determined in a manner which
is customary for unsecured bond transactions) of the Borrower and its Subsidiaries
at such time.”



ARTICLE III




Conditions to Effectiveness; Representations and Warranties; Acknowledgements



     3.1 Conditions to Effectiveness. This Amendment shall not become effective until the
date on which all of the following conditions precedent shall have been satisfied:



     (a) The Administrative Agent and the Lenders shall have received copies of all documents,
agreements, instruments, certificates or other evidence which the Administrative Agent, the Lenders
or its or their counsel may reasonably request in connection with this Amendment or the
transactions or matters contemplated herein, including, without limitation, the following:




     (i) duly executed counterparts of this Amendment signed by the Borrower, the
Administrative Agent, and the Required Lenders;



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     (ii) a duly executed counterpart of the Guarantor Consent in the form of Exhibit
A attached hereto; and




     (iii) a duly executed Amendment Certificate in the form of Exhibit B attached
hereto.



     (b) Each of the representations and warranties set forth in this Amendment shall be true and
correct.



     (c) The Borrower shall have paid, or shall have caused to be paid, all costs and expenses
incurred by the Administrative Agent and the Lenders in connection with the preparation,
negotiation, execution, delivery and closing of this Amendment, including, but not limited to, all
fees and expenses of legal counsel to the Administrative Agent (which fees and expenses, as to
legal counsel of the Administrative Agent, shall be paid directly to legal counsel of the
Administrative Agent upon presentation of one or more invoices for legal services rendered).



     (d) All corporate and other proceedings of the Borrower, and all documents, instruments and
other legal matters in connection with this Amendment, shall be satisfactory in form and substance
to the Administrative Agent.



     3.2 Representations and Warranties; Acknowledgments.



     (a) The Borrower hereby represents and warrants to the Administrative Agent and each Lender
that (i) contemporaneously with the execution and delivery of this Amendment, the representations
and warranties of the Borrower and the Guarantors contained in the Loan Documents are true and
correct in all material respects, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they are true and correct in all material
respects as of such earlier date; (ii) no Default or Event of Default has occurred and is
continuing; and (iii) this Amendment and the Credit Agreement (as amended hereby) have been duly
authorized by all necessary organizational action of the Borrower and constitute the legal, valid and binding obligations of the Borrower, enforceable against the
Borrower in accordance with their respective terms.



     (b) The Borrower hereby acknowledges and agrees that it is indebted to the Lenders pursuant to
the terms of the Notes and the Credit Agreement (as amended by this Amendment).



ARTICLE IV




Miscellaneous



     4.1 Reference to and Effect on Loan Documents.



     (a) Upon the effectiveness of this Amendment, from and after the Amendment Effective Date,
each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like
import referring to the Credit Agreement, and each reference in the other Loan Documents to “the
Credit Agreement,” “thereunder,” “thereof” or words of like



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import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby.




     (b) Except as expressly amended by this Amendment, the Credit Agreement and all of the other
Loan Documents (i) are and shall continue to be in full force and effect, enforceable against the
Borrower and the Guarantors party thereto (as applicable) in accordance with their respective
terms, and (ii) are hereby ratified and confirmed by the Borrower in all respects and for all
purposes.



     (c) Except as expressly set forth herein, the execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent
or any Lender under any of the Loan Documents, nor constitute a waiver of any term or provision of
any of the Loan Documents.



     4.2 Costs and Expenses. Contemporaneously with the execution and delivery of this
Amendment, the Borrower shall pay, or cause to be paid, all costs and expenses incurred by the
Administrative Agent and the Lenders in connection with the preparation, negotiation, execution,
delivery, closing and performance of this Amendment, including, but not limited to, all fees and
expenses of legal counsel to the Administrative Agent (which fees and expenses, as to legal counsel
of the Administrative Agent, shall be paid directly to legal counsel of the Administrative Agent
upon presentation of one or more invoices for legal services rendered).



     4.3 Governing Law. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF TEXAS AND THE
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.



     4.4 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT, THE CREDIT
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



     4.5 Time is of the Essence. Time is of the essence in the performance of the
covenants contained herein and in the other Loan Documents.



     4.6 Binding Agreement. This Amendment shall be binding upon the successors and
assigns of the parties hereto; provided, however, the foregoing shall not be deemed
or construed



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to (x) permit, sanction, authorize or condone the assignment of all or any part of any
interest in and to the Borrower or any Guarantor except as expressly authorized in the Loan
Documents, or (y) confer any right, title, benefit, cause of action or remedy upon any person or
entity not a party hereto, which such party would not or did not otherwise possess.




     4.7 Headings. The section headings hereof are inserted for convenience of reference
only and shall in no way alter, amend, define or be used in the construction or interpretation of
the text of such section.



     4.8 Construction. Whenever the context hereof so required, reference to the singular
shall include the plural and likewise, the plural shall include the singular; words denoting gender
shall be construed to mean the masculine, feminine or neuter, as appropriate; and specific
enumeration shall not exclude the general but shall be construed as cumulative of the general
recitation.



     4.9 Interpretation. If any term or provision of this Amendment requires judicial or
other interpretation, the parties hereby agree that any court or any other Person interpreting or
construing the same shall not apply a presumption that the terms hereof shall be more strictly
construed against any party by reason of the rule of construction that a document is to be
construed more strictly against the party who itself or through its agent prepared the same.



     4.10 Term. This Amendment shall remain in effect until all of the Loans and Letters
of Credit have been paid in full and all of the Loan Documents have been terminated.



     4.11 Further Assurances. The Borrower hereby agrees to execute any further
agreements, documents and instruments, and to take such other actions as may be reasonably
requested by the Administrative Agent or any Lender, to more fully effect the purposes of this
Amendment.



     4.12 Loan Document. This Amendment is and shall be a Loan Document in all respects
and for all purposes.



     4.13 Counterparts. This Amendment may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when so executed and delivered
shall be deemed to be an original and all of which taken together shall constitute but one and the
same agreement. Delivery of an executed counterpart by facsimile or other electronic means shall
be effective as delivery of an original executed counterpart of this Amendment.



     4.14 No Reliance. The Borrower hereby further represents and warrants to, and further
acknowledges and agrees (on behalf of itself and each of its Affiliates) with, the Administrative
Agent and each Lender that (a) the Borrower is not relying on any statement or representation of
any Person in connection with the execution, delivery and performance of this Amendment other than
those expressly set forth in this Amendment and in the other Loan Documents, (b) the Borrower is
relying solely upon its own judgment and advice of its counsel and other advisors in connection
with the execution, delivery and performance of this Amendment and (c) none of the Administrative
Agent nor any Lender (i) has assumed or will assume any advisory, agency or fiduciary
responsibility for or in



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favor of the Borrower with respect to this Amendment or any transaction or
matter contemplated herein or any of the processes leading thereto or (ii) has or will have any
obligation to the Borrower or any of its Affiliates with respect to any transaction or matter
contemplated herein, except for the obligations expressly set forth herein and in the other Loan
Documents.




     4.15 ENTIRE AGREEMENT. THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.



[Signature Pages Follow]





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     IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment effective as of
the date first set forth above.



	 	 	 	 	 
	 	BORROWER:





LENNOX INTERNATIONAL INC., a Delaware corporation
 	 
	 
	 
	 	By:  	/s/ Rick Pelini
 	 
	 	 	Name:  	Rick Pelini 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	ADMINISTRATIVE AGENT:



BANK OF AMERICA, N.A., in its capacity as

Administrative Agent for the Lenders
 	 
	 
	 
	 	By:  	/s/ Anthony W. Kell
 	 
	 	 	Name:  	Anthony W. Kell 	 
	 	 	Title:  	Assistant Vice President 	 
	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as a Lender, as an Issuing

Bank and as Swingline Lender
 	 
	 
	 
	 	By:  	/s/ Allison W. Connally
 	 
	 	 	Name:  	Allison W. Connally 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.
 	 
	 
	 
	 	By:  	/s/ Brian McDougal
 	 
	 	 	Name:  	Brian McDougal 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to First Amendment to Third Amended and Restated Credit Facility Agreement







 









 








	 	 	 	 	 
	 	WACHOVIA BANK, N.A.
 	 
	 
	 
	 	By:  	/s/ Clint Bryant
 	 
	 	 	Name:  	Clint Bryant 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
 	 
	 
	 
	 	By:  	/s/ D. Barnell
 	 
	 	 	Name:  	D. Barnell 	 
	 	 	Title:  	Authorized Signatory 	 
	 



	 	 	 	 	 
	 	WELLS FARGO BANK, N.A.
 	 
	 
	 
	 	By:  	/s/ Clint Bryant
 	 
	 	 	Name:  	Clint Bryant 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION
 	 
	 
	 
	 	By:  	/s/ John Prigge
 	 
	 	 	Name:  	John Prigge 	 
	 	 	Title:  	Assistant Vice President 	 
	 



	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA
 	 
	 
	 
	 	By:  	/s/ Karen L. Anillo
 	 
	 	 	Name:  	Karen L. Anillo 	 
	 	 	Title:  	Director 	 
	 



Signature Page to First Amendment to Third Amended and Restated Credit Facility Agreement







 









 








	 	 	 	 	 
	 	COMPASS BANK
 	 
	 
	 
	 	By:  	/s/ Thomas Blake
 	 
	 	 	Name:  	Thomas Blake 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	THE NORTHERN TRUST COMPANY
 	 
	 
	 
	 	By:  	/s/ Morgan Lyons
 	 
	 	 	Name:  	Morgan Lyons 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	SUNTRUST BANK
 	 
	 
	 
	 	By:  	/s/ Baerbel Freudenthaler
 	 
	 	 	Name:  	Baerbel Freudenthaler 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	BANK OF TEXAS, N.A.
 	 
	 
	 
	 	By:  	/s/ Alan Morris
 	 
	 	 	Name:  	Alan Morris 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION
 	 
	 
	 
	 	By:  	/s/ Dale A. Stein
 	 
	 	 	Name:  	Dale A. Stein 	 
	 	 	Title:  	Senior Vice President 	 
	 



Signature Page to First Amendment to Third Amended and Restated Credit Facility Agreement






 









 








	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND N.V.

(FORMERLY KNOWN AS ABN AMRO BANK N.V.)
 	 
	 
	 
	 	By:  	      /s/ Colin Monaghan
 	 
	 	 	Name:  	Colin Monaghan 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	By:  	                 /s/ Therese Nawrocki
 	 
	 	 	Name:  	Therese Nawrocki 	 
	 	 	Title:  	Associate 	 
	 



	 	 	 	 	 
	 	AMEGY BANK NATIONAL ASSOCIATION
 	 
	 
	 
	 	By:  	/s/ Aaron Wade
 	 
	 	 	Name:  	Aaron Wade 	 
	 	 	Title:  	AVP, Corporate Banking 	 
	 



	 	 	 	 	 
	 	RBS CITIZENS, N.A.
 	 
	 
	 
	 	By:  	/s/ Patrick E. Dunphy
 	 
	 	 	Name:  	Patrick E. Dunphy 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	UBS AG STAMFORD BRANCH
 	 
	 
	 
	 	By:  	/s/ Mary E. Evans
 	 
	 	 	Name:  	Mary E. Evans 	 
	 	 	Title:  	Associate Director 	 
	 
	 	 	 
	 	By:  	                /s/ Marie Haddad
 	 
	 	 	Name:  	Marie Haddad 	 
	 	 	Title:  	Associate Director 	 
	 



Signature Page to First Amendment to Third Amended and Restated Credit Facility Agreement









 









 








EXHIBIT A




GUARANTOR CONSENT



(see attached)



 









 





GUARANTOR CONSENT



The undersigned, as Guarantors under that certain Third Amended and Restated Subsidiary Guaranty
Agreement, dated as of October 12, 2007 (the “Subsidiary Guaranty”) in favor of Bank of
America, N.A., as Administrative Agent (the “Administrative Agent”) for the benefit of the
Lenders (defined below) from time to time party to the Credit Agreement referred to in the First
Amendment to Third Amended and Restated Credit Facility Agreement (the “Amendment”), dated
as of February 22, 2010, among Lennox International Inc., as Borrower, the lenders party thereto
(the “Lenders”) and the Administrative Agent, hereby acknowledge and consent to the
execution, delivery and performance of the Amendment, and hereby ratify and confirm the Subsidiary
Guaranty in all respects and for all purposes and further acknowledge and agree that the Subsidiary
Guaranty is, and shall continue to be, in full force and effect in accordance with its terms in all
respects and for all purposes except that, on and after the date of effectiveness of the Amendment,
each reference in the Subsidiary Guaranty to “the Credit Agreement,” “thereunder,” “thereof” or
words of like import referring to the Credit Agreement shall mean and be a reference to the Credit
Agreement as amended by the Amendment.




	 	 	 	 	 
	 	GUARANTORS:


LENNOX INDUSTRIES INC.

ALLIED AIR ENTERPRISES INC.

SERVICE EXPERTS INC.

LENNOX GLOBAL LTD.



 	 
	 	By:  	
 	 
	 	 	Name:  	Rick Pelini 	 
	 	 	Title:  	Vice President and Treasurer
 	 
	 
	 	On behalf of each of the Guarantors identified above
 	 



 









 






	 	 	 	 	 



EXHIBIT B




AMENDMENT CERTIFICATE



(see attached)



 









 





LENNOX INTERNATIONAL INC.




AMENDMENT CERTIFICATE



February 22, 2010




     Reference is made to that certain Third Amended and Restated Revolving Credit Facility
Agreement dated as of October 12, 2007 (the “Credit Agreement”), among Lennox International
Inc., a Delaware corporation (the “Company”), the lenders party thereto (the
“Lenders”), and Bank of America, NA., as administrative agent for the Lenders (in such
capacity, the “Administrative Agent”). Reference is also made to that certain First
Amendment to Third Amended and Restated Revolving Credit Facility Agreement dated as of February
22, 2010 (the “First Amendment”), among the Company, the Lenders and the Administrative
Agent. Capitalized terms used but not defined herein shall have the meanings set forth in the
Credit Agreement. Pursuant to Section 3.1(a)(iii) of the First Amendment, I, the
undersigned and the Vice President and Treasurer of the Company, do hereby certify on behalf of the Company as
follows:



     1. The Company is duly incorporated, validly existing and in good standing under the laws of
the State of Delaware. There are no liquidation or dissolution proceedings pending or to my
knowledge threatened against the Company, nor has any other event occurred affecting or threatening
the corporate existence of the Company.



     2. Attached hereto as Exhibit A is a true, correct and complete copy of the Restated
Certificate of Incorporation of the Company and all amendments thereto as in effect on the date
hereof, certified by the Secretary of State of the State of Delaware, and there exists no
authorization for the revocation thereof or for effecting any amendment or supplement thereto.



     3. Attached hereto as Exhibit B is a true, correct and complete copy of the Amended
and Restated Bylaws of the Company and all amendments thereto as in effect on the date hereof, and
there exists no authorization for the revocation thereof or for effecting any additional amendment
or supplement thereto.



     4. Attached hereto as Exhibit C is a true, correct and complete copy of a certificate
issued by the Secretary of State of the State of Delaware certifying that the Company is duly
incorporated under the laws of the State of Delaware, is in good standing and has a legal corporate
existence in the State of Delaware.



     5. Attached hereto as Exhibit D is a true, correct and complete copy of resolutions
duly adopted by the Board of Directors of the Company on October 1, 2007, in accordance with the
Company’s Restated Certificate of Incorporation and Amended and Restated Bylaws, which authorize
the execution, delivery and performance by the Company of the First Amendment and the other Loan
Documents to which the Company is or is to be a party. None of such resolutions has been rescinded,
revoked, modified, or amended in any respect, and all of such resolutions are in full force and
effect on the date hereof.



     6. The following persons are duly elected and qualified officers of the Company, each holding
the office of the Company set forth opposite such officer’s name. The signature written opposite
of the name and title of each such officer is such officer’s true and genuine



 









 





signature. Each such officer is fully authorized (a) to execute and deliver on behalf of the
Company, the First Amendment, each other Loan Document, and all other agreements, instruments,
certificates and documents to be executed and/or delivered by it pursuant to or in connection with
any of the Loan Documents (collectively, the “Transaction Documents”) and (b) to act as a
representative of the Company for the purposes of signing any of the Transaction Documents and
giving notices and other communications in connection therewith and the transactions contemplated
thereby.




	 	 	 	 	 	 
	Name	 	Title	 	Signature
	 

	 	 	 	 	 
	Robert W. Hau

	 	Executive Vice President and	 	 	 
	 


	 	 Chief Financial Officer	 	 

	 
	 
	Rick Pelini

	 	Vice President and Treasurer	 	 	 
	 


	 	 
	 	 

	 






     7. No Default or Event of Default exists and no event or circumstance has occurred which has a
Material Adverse Effect.



[Signature Page Follows]






 









 








     IN WITNESS WHEREOF, the undersigned has executed this Amendment Certificate as of the date
first above written.



	 	 	 	 	 
	 	LENNOX INTERNATIONAL INC.
 	 
	 
	 
	 	By:  	 	 
	 	 	Name:  	Rick Pelini 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 




     The undersigned, John Torres, the Executive Vice President, Chief Legal Officer and Corporate
Secretary of the Company, hereby certifies that Rick Pelini has been duly elected to, and holds on
the date hereof, the office of Vice President and Treasurer of the Company and that the above
signature is his genuine signature.



     IN WITNESS WHEREOF, the undersigned has executed this Amendment Certificate as of the date
first above written.



	 	 	 	 	 
	 	LENNOX INTERNATIONAL INC.
 	 
	 
	 
	 	By:  	
 	 
	 	 	Name:  	John Torres 	 
	 	 	Title:  	Executive Vice President, Chief

Legal Officer and Corporate Secretary 	 



 









 






	 	 	 	 	 



EXHIBIT A




RESTATED CERTIFICATE OF INCORPORATION



 









 





EXHIBIT B




AMENDED AND RESTATED BY-LAWS



 









 





EXHIBIT C




CERTIFICATE OF EXISTENCE



 









 





EXHIBIT D




RESOLUTIONS