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EXHIBIT 10.12
Ets. Brancher X.X. Xxxxxx Global Ltd.
00, xxx x'Xxxxxx-Xxxxxxxx 0000 Xxxx Xxxx Xxxx.
00000 Xxxx, Xxxxxx Xxxxxxxxxx, Xxxxx 00000 X.X.X.
This is the First Amendment to the Amended and Restated Venture Agreement (the
"Amendment") entered into by and between Lennox Global Ltd. and Lennox
International Inc. (collectively referred to as "Lennox") and Ets. Brancher S.A.
and its subsidiary, Xxxxx X.X. (collectively referred to as "Brancher") (Lennox
and Brancher collectively referred to as "Shareholders"), dated 11 October 1997
(the "Prior Agreement").
The effective date of the Amendment is 27 December 1997.
This Amendment is to amend and modify the Prior Agreement as set forth below:
1. In the Prior Agreement, the Shareholders agreed to sell the assets of
Lennox Industries ("Lennox UK") to HCF Xxxxxx X.X., a subsidiary of
Brancher ("HCF"), on or about 31 December 1997, for a purchase price
of Thirty Million French Francs (30,000,000Ffs) and subject to the
condition that Lennox UK will have a net book value of at least Thirty
Million French Francs (30,000,000Ffs) at the time of the transfer.
2. The Shareholders have agreed to further modify the Prior Agreement as
follows:
a. the purchase price for Lennox UK is agreed to be Twenty-Five Million,
Ten Thousand, Eight Hundred and Eighty Eight French Francs
(25,010,888Ffs) which will be paid to Lennox as agreed by the parties
to be completed no later than 1 May 1998;
b. the Shareholders have further agreed that the transfer will be to
Brancher rather than HCF;
c. with respect to the tax loss carried forward of Lennox UK, the
Shareholders further agree as follows:
(i) no portion of the losses, expenses or deductions incurred by
Lennox UK prior to 1 January 1998 shall be used to offset
income for non-U.S. foreign tax purposes for any entity or
person other than Lennox UK, under the laws of any country
other than the U.S. at any time after 1 January 1998;
(ii) Brancher agrees that the agreements set out above in
subparagraph 2.c(i) shall remain in effect until the year 2010
and that it will supply Lennox, or any third party, any
documentation requested by Lennox to substantiate the terms of
this Amendment;
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(iii) Brancher further agrees that the failure of Brancher to comply
with the terms of the agreements set out above in subparagraph
2.c(i) may result in substantial damage, and Brancher agrees
to indemnify or otherwise provide any remedies available under
the applicable law to any party damaged as a result of this
noncompliance.
3. The Shareholders agree that all remaining terms of the Prior Agreement
shall remain in full force and effect as written.
Lennox and Brancher agree to act and vote as Shareholders of Ets. Brancher S.A.
consistent with the terms of this Amendment and the Prior Agreement.
Ets. Brancher X.X. Xxxxxx Global Ltd.
By:/s/ Xxxx-Xxxxxxx Brancher By:/s/ Xxxxx Xxxxx
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Title: President Title: Executive Vice President
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