Lennox International Inc Sample Contracts

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AMONG
Merger Agreement • November 5th, 1999 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
ARTICLE II REPRESENTATIONS AND WARRANTIES OF LENNOX
Shareholder Agreement • November 5th, 1999 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
EXECUTION PURCHASE AND SALE AGREEMENT Dated as of June 19, 2000
Purchase and Sale Agreement • August 11th, 2000 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • October 21st, 2004 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
RECITALS
Stock Option Agreement • November 5th, 1999 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
AND
Rights Agreement • July 28th, 2000 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
June 23, 1998
Letter of Intent • April 6th, 1999 • Lennox International Inc
AMENDMENT NO. 1 to RECEIVABLES SALE AGREEMENT Dated as of September 11, 2003
Receivables Sale Agreement • November 13th, 2003 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Illinois
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • August 14th, 2002 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of June 7, 2002, is entered into by and among LENNOX INDUSTRIES INC., an Iowa corporation (“Lennox”), HEATCRAFT INC., a Mississippi corporation (“Heatcraft”) and ARMSTRONG AIR CONDITIONING INC., an Ohio corporation (“Armstrong”), as sellers (each of Lennox, Heatcraft and Armstrong being a “Seller” and collectively, the “Sellers”) and LPAC CORP., a Delaware corporation (the “Company”), as purchaser. Capitalized terms used and not otherwise defined herein are used as defined in the Agreement defined below.

OMNIBUS AMENDMENT NO. 1 (LPAC Corp.)
Omnibus Amendment • March 27th, 2003 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
ARTICLE 1 DEFINITIONS
Revolving Credit Facility Agreement • March 27th, 2001 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Texas
LETTER AMENDMENT NO. 3 TO MASTER SHELF AGREEMENT DATED AS OF OCTOBER 15, 1999 (Lennox International Inc.)
Master Shelf Agreement • August 14th, 2001 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
AGREEMENTS:
Stock Disposition Agreement • May 27th, 1999 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Texas
RECITALS:
364 Day Revolving Credit Facility Agreement • May 14th, 2002 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Texas
AMENDMENT NO. 11 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • November 17th, 2021 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto hereby agree that the Prior RPA shall be amended and restated in its entirety as follows:

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UNDERWRITING AGREEMENT $500,000,000 5.500% Senior Notes due 2028 LENNOX INTERNATIONAL INC.
Underwriting Agreement • September 12th, 2023 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York

Lennox International Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $500,000,000 principal amount of its 5.500% Senior Notes due 2028 (the “Notes”). The obligations of the Company under the Indenture (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and together with the Notes, the “Securities”), on a joint and several basis, by each of the subsidiaries of the Company identified on Schedule 2 hereto (collectively, the “Guarantors” and, together with the Company, the “Issuers”) in accordance with the terms of the Indenture. The Securities will be issued pursuant to an indenture dated as of May 3, 2010 (as supplemented from time to time heretofore, the “Base Indenture”), as supplemented by the eleventh supplemental indenture to such Base Indenture to be dated as of the Closing Date (

RECITALS:
Revolving Credit Facility Agreement • October 21st, 2004 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Texas
SEVENTH AMENDED AND RESTATED CREDIT FACILITY AGREEMENT dated as of July 30, 2020 among LENNOX INTERNATIONAL INC., as the Borrower, The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent, BANK OF AMERICA, N.A., and WELLS FARGO BANK,...
Credit Facility Agreement • July 30th, 2020 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York

SEVENTH AMENDED AND RESTATED CREDIT FACILITY AGREEMENT dated as of July 30, 2020, among LENNOX INTERNATIONAL INC., a Delaware corporation, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

LENNOX INTERNATIONAL INC. Restricted Stock Unit Award Agreement Non-Employee Directors
Restricted Stock Unit Award Agreement • February 19th, 2019 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware

THIS AGREEMENT (“Agreement”) is made as of December 7, 2018 (the “Award Date”), by and between Lennox International Inc., a Delaware corporation (the “Company”), and __________ (“Participant”).

LENNOX INTERNATIONAL INC. Long-Term Incentive Award Agreement
Long-Term Incentive Award Agreement • February 17th, 2015 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware

THIS AGREEMENT (“Agreement”) is made as of December 12, 2014 (the “Award Date”), by and between Lennox International Inc., a Delaware corporation (the “Company”), and __________ (“Participant”).

Contract
Exhibit • December 1st, 2008 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York

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 OWNE

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Dated as of March 23, 2001
Receivables Purchase Agreement • May 11th, 2001 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
UNDERWRITING AGREEMENT LENNOX INTERNATIONAL INC.
Underwriting Agreement • October 26th, 2016 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York

Lennox International Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $350,000,000 principal amount of its 3.000% Senior Notes due 2023 (the “Notes”). The obligations of the Company under the Indenture (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and together with the Notes, the “Securities”), on a joint and several basis, by each of the subsidiaries of the Company identified on Schedule 2 hereto (collectively, the “Guarantors” and, together with the Company, the “Issuers”) in accordance with the terms of the Indenture. The Securities will be issued pursuant to an indenture dated as of May 3, 2010 (as supplemented from time to time heretofore, the “Base Indenture”), as supplemented by the sixth supplemental indenture to such Base Indenture to be dated as of the Closing Date (as

Long-Term Incentive Award Agreement
Long-Term Incentive Award Agreement • February 19th, 2019 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware

THIS AGREEMENT (“Agreement”) is made as of December 7, 2018 (the “Award Date”), by and between Lennox International Inc., a Delaware corporation (the “Company”), and __________ (“Participant”).

TENTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 21st, 2023 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York

This TENTH SUPPLEMENTAL INDENTURE, dated as of July 14, 2021 (this “Tenth Supplemental Indenture”), is among Lennox International Inc., a Delaware corporation (the “Company”), Heatcraft Technologies Inc., a Delaware corporation (“HTI”), Lennox National Account Services Inc., a California corporation (“Account Services”), Lennox Procurement Company Inc., a Delaware corporation (“LPCI”), Lennox Services LLC, a Delaware limited liability company (“LS LLC” and, together with HTI, Account Services and LPCI, the “New Guarantors”), Advanced Distributor Products LLC, a Delaware limited liability company (“ADP”), Allied Air Enterprises LLC, a Delaware limited liability company (“Allied Air”), Heatcraft Inc., a Delaware corporation (“Heatcraft”), Heatcraft Refrigeration Products LLC, a Delaware limited liability company (“HRP”), Lennox Global LLC, a Delaware limited liability company (“Global”), Lennox Industries Inc., a Delaware corporation (“Industries”), Lennox National Account Services LLC,

COMPANY LETTERHEAD]
Employment Agreement • December 11th, 2023 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip

As a key employee, essential to the company’s future profitability, growth, and financial strength, Lennox International Inc. is providing you with this letter agreement (including exhibits) in order to establish the material terms of your employment with Lennox (the “Agreement”). The specific commitments of you and Lennox that are set forth in this Agreement are intended as consideration to induce each party to enter into the Agreement. Each party agrees that this consideration is adequate for those commitments.

LENNOX INTERNATIONAL INC. 2009 Long-Term Incentive Award Agreement Non-Employee Directors
Long-Term Incentive Award Agreement • February 26th, 2009 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware

THIS AGREEMENT (“Agreement”) is made as of the December 11, 2008 (the “Award Date”), by and between Lennox International Inc., a Delaware corporation (the “Company”), and «First» «Last» (“Participant”).

CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • February 27th, 2007 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware

This CHANGE OF CONTROL EMPLOYMENT AGREEMENT (the “Agreement”) by and between Lennox International Inc., a Delaware corporation (the “Company”), and (the “Executive”), dated as of the day of , 200 , to be effective as of the Agreement Effective Date (as defined in Section 11(h) hereof).

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