GLOBAL LTD.
LENNOX INDUSTRIES INC.
SERVICE EXPERTS LLC
SERVICE EXPERTS HEATING &
AIR CONDITIONING LLC
By:
Rick Pelini, Authorized Officer for each Guarantor
FOURTH AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT, Page 8
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, NATIONAL ASSOCIATION, 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 Fourth Amended and Restated Revolving Credit Facility
Agreement among LENNOX INTERNATIONAL INC. ("Borrower"), the lenders party
thereto (the "Lenders"), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, 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 Sections 5.11 of the Credit
Agreement.
NOW THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Debtor hereby agrees as follows:
1. The Debtor hereby assumes all the obligations of a "Guarantor" under the
Guaranty Agreement and agrees that it is a "Guarantor" and bound as a
"Guarantor" under the terms of the Guaranty Agreement as if it had been an
original signatory thereto. In accordance with the foregoing and for valuable
consideration, the receipt and adequacy of which are hereby acknowledged, Debtor
irrevocably and unconditionally guarantees to the Administrative Agent and the
other Secured Parties the full and prompt payment and performance of the
Guaranteed Indebtedness (as defined in the Guaranty Agreement) upon the terms
and conditions set forth in the Guaranty Agreement.
2. This Agreement shall be deemed to be part of, and a modification to, the
Guaranty Agreement and shall be governed by all the terms and provisions of the
Guaranty Agreement, which terms are incorporated herein by reference, are
ratified and confirmed and shall continue in full force and effect as valid and
binding agreements of Debtor enforceable against Debtor. The Debtor hereby
waives notice of Agent's, the Issuing Bank's or any other Secured Parties'
acceptance of this Agreement.
IN WITNESS WHEREOF, the Debtor has executed this Agreement as of the day
and year first written above.
Debtor:
By:
Name:
Title:
SUBSIDIARY JOINDER AGREEMENT, Solo Page
EXHIBIT "D
TO
LENNOX INTERNATIONAL INC.
FOURTH AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT
INCREASED COMMITMENT SUPPLEMENT
EXHIBIT D, Cover Page
INCREASED COMMITMENT SUPPLEMENT