arose in connection with the grant of stock
options or other equity based awards to officers, directors, consultants, and
employees of the Borrower and its Subsidiaries;
$___________
(vi) any non-recurring charges which relate to the discontinuance of Subsidiary
operations;
$___________
(vii) any non-recurring charges which relate to restructuring and severance
activities; provided, that the total cash amount of such charges shall not
exceed $15,000,000 during any four fiscal quarter period (not taking into
account any cash charges under (viii) below)
$___________
(viii) any non-recurring charges which relate to the refinance of the lease of
the Borrower's headquarters building located at 2140 Lake Park Blvd.,
Richardson, Texas; provided, that the total cash amount of such charges shall
not exceed $15,000,000 during the term of this Agreement;
$___________
(ix) any non-cash loss (or minus any gain) associated with the sale of assets
not in the ordinary course of business,
(x) extraordinary loss or other items (or minus any extraordinary gain or
income);
$___________
(xi) any non-cash loss (or minus any non-cash gain) related to financial
instrument hedges (other than foreign currency hedges)
$___________
(xii) the cumulative non-cash effects of changes in accounting policies,
$___________
(xiii) any non-cash charges related to settlement or curtailment charges for
pension plans
(xiv) fees and out-of-pocket expenses incurred in connection with or reasonably
related to the consummation of the Agreement or the Prior Credit Agreement
Total (lines (i) through (xiv))
$___________
(c) cash payments made in such period related to a non-cash expense (other than
with respect to restructuring activities) added to Consolidated Net Income in a
previous period.
$___________
(e) EBITDA: Lines 2(a) plus 2(b) minus 2(c)
$___________ (3) Adjusted EBITDA.
(a) EBITDA (from Line 2(e))
$___________
(b) EBITDA from Prior Targets for periods prior to Acquisitions
$___________
(c) EBITDA for prior Companies and Prior Assets
$___________
(d) Total Adjusted EBITDA: Line 3(a) plus 3(b) minus 3(c)
$___________
SCHEDULE 1 to Compliance Certificate, Page 1
SCHEDULE 2
TO
COMPLIANCE CERTIFICATE
Moody's/S&P/Fitch
Ratings
ABR Spread
Eurodollar
Spread
Eurodollar Daily Swingline
Spread
Commitment Fee Rate
Category 1
£ Ba1/BB+/BB+
0.75%
1.75%
1.75%
0.275%
Category 2
=Baa3/BBB-/ BBB-
0.50%
1.50%
1.50%
0.200%
Category 3
=Baa2/BBB/ BBB
0.25%
1.25%
1.25%
0.150%
Category 4
=Baa1/BBB+/ BBB+
0.125%
1.125%
1.125%
0.125%
Category 5
> A3/A-/A-
0.00%
1.00%
1.00%
0.100%
SCHEDULE 2 to Compliance Certificate, Page 1
EXHIBIT C
TO
LENNOX INTERNATIONAL INC.
SIXTH AMENDED AND RESTATED CREDIT FACILITY AGREEMENT
GUARANTY AGREEMENT
EXHIBIT C, Cover Page
SIXTH AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT
WHEREAS, LENNOX INTERNATIONAL INC. (the "Borrower") has entered into that
certain Sixth Amended and Restated Credit Facility Agreement dated
August 30, 2016 among Borrower, the lenders party thereto (the "Lenders"),
JPMORGAN CHASE BANK, N.A., as the administrative agent for the Lenders (the
"Administrative 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);