and acknowledge for and on its behalf, and in respect of its
property, service of any and all legal process, summons, notices and documents
which may be served in any such action or proceeding.
30. Waiver of Jury Trial. EACH PARTY HERETO HEREBY 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
GUARANTY AGREEMENT, 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 PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY 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 GUARANTY AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS PARAGRAPH.
SIXTH AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT, Page 8
31. Headings. All paragraph headings used herein are for convenience of
reference only, are not part of this Guaranty Agreement and shall not affect the
construction of, or be taken into consideration in interpreting, this Guaranty
Agreement.
[Remainder of Page Intentionally Left Blank.]
SIXTH AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT, Page 9
EXECUTED as of the date first written above.
GUARANTORS:
ALLIED AIR ENTERPRISES LLC
ADVANCED DISTRIBUTOR PRODUCTS LLC
HEATCRAFT INC.
HEATCRAFT REFRIGERATION PRODUCTS LLC
LENNOX GLOBAL LTD.
LENNOX INDUSTRIES INC.
LGL AUSTRALIA (US) INC.
LENNOX NATIONAL ACCOUNT SERVICES LLC
LGL EUROPE HOLDING CO.
By:
Richard A. Pelini, Vice President and Treasurer for each Guarantor
SIXTH AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT, Signature Page
EXHIBIT A
TO
GUARANTY AGREEMENT
Subsidiary Joinder Agreement
EXHIBIT A to GUARANTY AGREEMENT (Subsidiaries), Cover Page
SUBSIDIARY JOINDER AGREEMENT
This SUBSIDIARY JOINDER AGREEMENT (the "Agreement") dated as of
, 201
is executed by the undersigned (the "Debtor") for the
benefit of JPMORGAN CHASE BANK, N.A., in its capacity as agent for the lenders
party to the hereafter identified Credit Agreement (in such capacity herein, the
"Agent") and for the benefit of such lenders in connection with that certain
Sixth Amended and Restated Credit Facility Agreement among LENNOX INTERNATIONAL
INC. ("Borrower"), the lenders party thereto (the "Lenders"), JPMORGAN CHASE
BANK, N.A., as the administrative agent for the Lenders (the "Agent") (such
Credit Agreement, as it may hereafter be amended or otherwise modified from time
to time, being hereinafter referred to as the "Credit Agreement", and
capitalized terms not otherwise defined herein shall have the same meaning as
set forth in the Credit Agreement) (as modified, the "Credit Agreement", and
capitalized terms not otherwise defined herein being used herein as defined in
the Credit Agreement).
The Debtor [is a newly formed or newly acquired Material Subsidiary and] is
required to execute this Agreement pursuant to Section 5.11 of the Credit
Agreement.
NOW THEREFORE, in consideration of the premises and