Exhibit






Exhibit 4.6 


 
FIFTH SUPPLEMENTAL INDENTURE
    


This FIFTH SUPPLEMENTAL INDENTURE, dated as of August 30, 2016 (this “Fifth Supplemental Indenture”), is among LGL Europe Holding Co., a Delaware corporation (a “Guarantor”), Lennox International Inc., a Delaware corporation (the “Company”), each other existing Guarantor under the Indenture referred to below (the “Existing Guarantors”), and U.S. Bank National Association, as Trustee under the Indenture referred to below.   
 
RECITALS 


         WHEREAS, the Company, the Existing Guarantors and the Trustee have heretofore become parties to an Indenture, dated as of May 3, 2010 (the “Base Indenture”) and a First Supplemental Indenture (the “First Supplemental Indenture”) dated as of May 6, 2010 providing for the issuance of 4.900% Notes due 2017 of the Company (the “Notes”), a Second Supplemental Indenture (the “Second Supplemental Indenture”) dated as of March 28, 2011, a Third Supplemental Indenture dated as of October 27, 2011 (the “Third Supplemental Indenture”) and a Fourth Supplemental Indenture dated as of December 10, 2013 (the “Fourth Supplemental Indenture”); 


         WHEREAS, Section 8.06 of the First Supplemental Indenture provides that the Company is required to cause the Guarantor to execute and deliver to the Trustee a supplemental indenture evidencing its guarantee of the punctual payment when due of all monetary obligations of the Company under the Indenture and the Notes on the terms and conditions set forth herein and in Article 8 of the First Supplemental Indenture; 


         WHEREAS, the Guarantor desires to enter into such supplemental indenture for good and valuable 
consideration, including substantial economic benefit in that the financial performance and condition of such Guarantor is dependent on the financial performance and condition of the Company, the obligations hereunder of which such Guarantor has guaranteed; and 
     
WHEREAS, pursuant to Section 8.01 of the Base Indenture, the parties hereto are authorized to execute and deliver this Fifth Supplemental Indenture to amend the Indenture, without the consent of any Holder; 


         NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantor, the Company, the Existing Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders of the Notes as follows: 


         1. Defined Terms. As used in this Fifth Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Fifth Supplemental Indenture refer to this Fifth Supplemental Indenture as a whole and not to any particular section hereof.  For purposes of this Fifth Supplemental Indenture, the “Indenture” is the Base Indenture and the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Forth Supplemental Indenture, taken together.
         2. Agreement to Guarantee. The Guarantor, as a primary obligor and not merely as surety, hereby irrevocably and fully and unconditionally guarantees to each Holder and to the Trustee and its successor and assigns (the “Guarantee”), on a senior unsecured basis and equal in right of payment to all existing and future senior indebtedness of the Guarantor, the punctual payment when due of all monetary obligations of the Company under the Indenture and the Notes, whether for principal of or interest on the Notes, on the terms and subject to the conditions set forth in Article 8 of the First Supplemental Indenture and agrees to be bound by (and shall be entitled to the benefits of) all other applicable provisions of the Indenture as a Guarantor. 







         3. Termination, Release and Discharge. Each Guarantor’s Guarantee shall terminate and be of no further force or effect, and each Guarantor shall be released and discharged from all obligations in respect of such Guarantee, as and when provided in Section 8.03 of the First Supplemental Indenture. 
        4. Parties. Nothing in this Fifth Supplemental Indenture is intended or shall be construed to give any Person, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of each Guarantor’s Guarantee or any provision contained herein or in Article 8 of the First Supplemental Indenture. 
         5. Governing Law. This Fifth Supplemental Indenture and the Notes shall be deemed to be a contract under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of such State, except as may otherwise be required by mandatory provisions of law. 
         6. Ratification of Indenture; Supplemental Indentures Part of Indenture. The Indenture, as supplemented by this Fifth Supplemental Indenture, is in all respects ratified and confirmed, and this Fifth Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided. The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. 
         7. Counterparts. This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. 
         8. Headings. The section headings herein are for convenience only and shall not affect the construction hereof. 


     IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed as of the date first above written. 
	
					
	 
	 
	 
	 
	 

	 
	LENNOX INDUSTRIES INC.
ALLIED AIR ENTERPRISES INC.
LENNOX GLOBAL LTD.
HEATCRAFT INC.
HEATCRAFT REFRIGERATION PRODUCTS LLC
ADVANCED DISTRIBUTOR PRODUCTS LLC
LENNOX NATIONAL ACCOUNT SERVICES LLC
LGL AUSTRALIA (US) INC.
LGL EUROPE HOLDING CO.


	 

	 
	By:
	  /s/ Rick Pelini
	 

	 
	 
	Name:
	 Rick Pelini
	 

	 
	 
	Title:
	 Vice President and Treasurer
	 

	 

	 

	 
	LENNOX INTERNATIONAL INC.
	 

	 
	By:
	   /s/ Rick Pelini                                                                                          
	 

	 
	 
	Name:
	 Rick Pelini
	 

	 
	 
	Title:
	 Vice President and Treasurer
	 

	 













	
					
	 
	 
	 
	 
	 

	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 
	 

	By:
	                                                
	 
	 

	 
	Name:
	   s/ Brad Hounsel
	 
	 

	 
	Title:
	 Vice President