exv4w6






Exhibit 4.6



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 OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




LENNOX INTERNATIONAL INC.

[     ]% Note Due [     ]




			
	 	 	 
	No. [     ]
	 	CUSIP No.: [     ]

$[                        ]






     LENNOX INTERNATIONAL INC., a Delaware corporation (“Issuer”, which term includes any successor
corporation), for value received promises to pay to CEDE & CO. or registered assigns, the principal
sum of                      on                      ___, 20___.



     Interest Payment Dates:                      and                      (each, an “Interest Payment Date”),
commencing on                     .



     Interest Record Dates:                      and                      (each, an “Interest Record Date”).



     Reference is made to the further provisions of this Security contained herein, which will for
all purposes have the same effect as if set forth at this place.



     IN WITNESS WHEREOF, the Issuer has caused this Security to be signed manually or by facsimile
by its duly authorized officer under its corporate seal.



	 	 	 	 	 	 	 
	 	 	LENNOX INTERNATIONAL INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Attest:




	 	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:

	 	 

	 	 
	 

	 	 

	 	 






     This is one of the series designated herein and referred to in the within-mentioned Indenture.



Dated: [     ]




	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	, as Trustee	 	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 	 	 	 	 	 	 





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(REVERSE OF SECURITY)




LENNOX INTERNATIONAL INC.




[     ]% Note Due [     ]



1.      Interest.




     LENNOX INTERNATIONAL INC., a Delaware corporation (the “Issuer”), promises to pay interest on
the principal amount of this Security at the rate per annum shown above. Cash interest on the
Securities will accrue from the most recent date to which interest has been paid or, if no interest
has been paid, from                     . The Issuer will pay interest semi-annually in arrears on each
Interest Payment Date, commencing                     . Interest will be computed on the basis of a 360-day
year of twelve 30-day months.



     The Issuer shall pay interest on overdue principal from time to time on demand at the rate
borne by the Securities and on overdue installments of interest (without regard to any applicable
grace periods) to the extent lawful.


2.      Method of Payment.




     The Issuer shall pay interest on the Securities (except defaulted interest) to the persons who
are the registered Holders at the close of business on the Interest Record Date immediately
preceding the Interest Payment Date notwithstanding any transfer or exchange of such Security
subsequent to such Interest Record Date and prior to such Interest Payment Date. Holders must
surrender Securities to the Trustee to collect principal payments. The Issuer shall pay Principal
and interest in money of the United States that at the time of payment is legal tender for payment
of public and private debts (“U.S. Legal Tender”). However, the payments of interest, and any
portion of the Principal (other than interest payable at maturity or on any redemption or repayment
date or the final payment of Principal) shall be made by the Paying Agent, upon receipt from the
Issuer of immediately available funds by                     [a./p.m.], New York City time (or such other time as
may be agreed to between the Issuer and the Paying Agent or the Issuer), directly to a Holder (by
Federal funds wire transfer or otherwise) if the Holder has delivered written instructions to the
Trustee 15 days prior to such payment date requesting that such payment will be so made and
designating the bank account to which such payments shall be so made and in the case of payments of
Principal surrenders the same to the Trustee in exchange for a Security or Securities aggregating
the same principal amount as the unredeemed principal amount of the Securities surrendered.


3.      Paying Agent.




     Initially,                      (the “Trustee”) will act as Paying Agent. The Issuer may change any
Paying Agent without notice to the Holders.


4.      Indenture.




     The Issuer issued the Securities under an Indenture, dated as of                      ___, 20___ (the
“Indenture”), between the Issuer and the Trustee. Capitalized terms herein are used as defined in
the Indenture unless otherwise defined herein. The terms of the Securities include those stated in
the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. Sections 77aaa-77bbbb) (the “TIA”), as in effect on the date of the Indenture until such
time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which
the Indenture is qualified under the TIA. Notwithstanding anything to the contrary herein, the
Securities are subject to all such terms, and holders of Securities are referred to the Indenture
and the TIA for a statement of them. To the extent the terms of the Indenture and this Security
are inconsistent, the terms of the Indenture shall govern.


5.      Denominations; Transfer; Exchange.




     The Securities are in registered form, without coupons, in denominations of $1,000 and
multiples of $1,000. A Holder shall register the transfer of or exchange Securities in accordance
with the Indenture. The Issuer may



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require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay certain transfer taxes or similar governmental charges payable in connection
therewith as permitted by the Indenture. The Issuer need not issue, authenticate, register the
transfer of or exchange any Securities or portions thereof for a period of 15 days before such
series is selected for redemption, nor need the Issuer register the transfer or exchange of any
security selected for redemption in whole or in part.


6.      Persons Deemed Owners.




     The registered Holder of a Security shall be treated as the owner of it for all purposes.


7.      Unclaimed Funds.




     If funds for the payment of principal or interest remain unclaimed for two years, the Trustee
and the Paying Agent will repay the funds to the Issuer at its written request. After that, all
liability of the Trustee and such Paying Agent with respect to such funds shall cease.


8.      Legal Defeasance and Covenant Defeasance.




     The Issuer may be discharged from its obligations under the Securities and under the Indenture
with respect to the Securities except for certain provisions thereof, and may be discharged from
obligations to comply with certain covenants contained in the Securities and in the Indenture with
respect to the Securities, in each case upon satisfaction of certain conditions specified in the
Indenture.


9.      Amendment; Supplement; Waiver.




     Subject to certain exceptions, the Securities and the provisions of the Indenture relating to
the Securities may be amended or supplemented with the written consent of the Holders of at least a
majority in aggregate principal amount of the Securities of all series then outstanding affected by
such amendment or supplement (voting as one class), and any existing Default or Event of Default or
compliance with certain provisions may be waived with the consent of the Holders of a majority in
aggregate principal amount of all the Securities of such series, each series voting as a separate
class (or of all the Securities, as the case may be, voting as a single class), then outstanding.
Without notice to or consent of any Holder, the parties thereto may amend or supplement the
Indenture and the Securities to, among other things, cure any ambiguity, defect or inconsistency,
provide for uncertificated Securities in addition to or in place of certificated Securities, or
make any other change that does not adversely affect the rights of any Holder of a Security.


10.      Defaults and Remedies.




     If an Event of Default (other than certain bankruptcy Events of Default with respect to the
Issuer) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of Securities of this series then outstanding (voting as a separate class) may declare all
of the Securities to be due and payable immediately in the manner and with the effect provided in
the Indenture. If a bankruptcy Event of Default with respect to the Issuer occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of all series
of Securities then outstanding (treated as one class) may declare all of the Securities to be due
and payable immediately in the manner and with the effect provided in the Indenture. Holders of
Securities may not enforce the Indenture or the Securities except as provided in the Indenture.
The Trustee is not obligated to enforce the Indenture or the Securities unless it has received
indemnity satisfactory to it. The Indenture permits, subject to certain limitations therein
provided, Holders of a majority in aggregate principal amount of the Securities then outstanding to
direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of
Securities notice of certain continuing Defaults or Events of Default if it determines that
withholding notice is in their interest.


11.      Subordination.




     Reference is made to the Indenture, including, without limitation, provisions subordinating
the payment of principal of and premium, if any, and interest on the Securities to the prior
payment in full of all Senior Indebtedness



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as defined in the Indenture. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.


12.      Trustee Dealings with Issuer.




     The Trustee under the Indenture, in its individual or any other capacity, may become the owner
or pledgee of Securities and may otherwise deal with the Issuer as if it were not the Trustee.


13.      No Recourse Against Others.




     No stockholder, director, officer, employee or incorporator, as such, of the Issuer or any
successor Person thereof shall have any liability for any obligation under the Securities or the
Indenture or for any claim based on, in respect of or by reason of, such obligations or their
creation. Each Holder of a Security by accepting a Security waives and releases all such
liability. The waiver and release are part of the consideration for the issuance of the
Securities.


14.      Authentication.




     This Security shall not be valid until the Trustee manually signs the certificate of
authentication on this Security.


15.      Abbreviations and Defined Terms.




     Customary abbreviations may be used in the name of a Holder of a Security or an assignee, such
as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants
with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).


16.      CUSIP Numbers.




     Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Issuer has caused CUSIP numbers to be printed on the Securities as a convenience to
the Holders of the Securities. No representation is made as to the accuracy of such numbers as
printed on the Securities and reliance may be placed only on the other identification numbers
printed hereon.


17.      Governing Law.




     The laws of the State of New York shall govern the Indenture and this Security thereof.



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ASSIGNMENT FORM




I or we assign and transfer this Security to



 



(Print or type name, address and zip code of assignee or transferee)



 



(Insert Social Security or other identifying number of assignee or transferee)




	 	 	 	 	 
	and irrevocably appoints
	 	 	 	 





agent to transfer this Security on the books of the Issuer. The agent may substitute another to act
for him.




	 	 	 	 	 	 	 	 	 
	Dated:

	 	 	 	Signed:	 	 	 	 
	 

	 	 

	 	 
	 	 

(Signed exactly as name appears on the other side of this Security)
	 	 






	 	 	 	 	 
	Signature Guarantee: 
	 	 	 	 
	 

	 	 

Participant in a recognized Signature Guarantee

Medallion Program (or other signature guarantor
	 	 
	 

	 	program reasonably acceptable to the Trustee)	 	 







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