SUBSIDIARY JOINDER AGREEMENT
Exhibit 10.3
EXECUTION COPY
This SUBSIDIARY JOINDER AGREEMENT (this “Agreement”) dated as of March 28, 2011 is
executed by the undersigned (“Debtor”) for the benefit of Bank of America, N.A., in its
capacity as administrative agent for the lenders party to the hereafter identified Credit Agreement
(in such capacity herein, the “Administrative Agent”) and for the benefit of (a) such
lenders in connection with that certain Third Amended and Restated Revolving Credit Facility
Agreement dated as of October 12, 2007, among the Administrative Agent, Lennox International Inc.
(the “Borrower”), the lenders party thereto, JPMorgan Chase Bank, N.A. and Wachovia Bank,
National Association, as Co-Syndication Agents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Xxxxx
Fargo Bank, N.A., as Co-Documentation Agents, and U.S. Bank National Association and The Bank of
Nova Scotia, as Co-Managing Agents and Banc of America Securities LLC and X. X. Xxxxxx Securities
Inc., as Joint Lead Arrangers and Joint Book Managers (as amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”; capitalized terms not
otherwise defined herein being used herein as defined in the Credit Agreement) and (b) such lenders
and Affiliates thereof in connection with Swap Agreements.
As a result of a change in assets, has become a Material Subsidiary that is not an Excluded
Foreign Subsidiary and is required to execute this Agreement pursuant to Section 5.21 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, Debtor hereby agrees as follows:
1. By executing and delivering this Agreement, Debtor hereby assumes all the obligations and
liabilities of a “Guarantor” under that certain Third Amended and Restated Subsidiary Guaranty,
dated as of October 12, 2007, executed by the Guarantors party thereto in favor of the
Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time,
the “Guaranty”) and agrees that it is a “Guarantor” and is a party to and bound as a
“Guarantor” under the terms of the Guaranty with the same force and effect as if it had been an
original signatory thereto. Without limiting the generality of the immediately preceding sentence,
in accordance with the foregoing and for good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, Debtor irrevocably and unconditionally guarantees to the
Creditors (as defined in the Guaranty) the full and prompt payment and performance of the
Guaranteed Obligations (as defined in the Guaranty) upon the terms and conditions set forth in the
Guaranty. Debtor hereby represents and warrants that each of the representations and warranties
contained in Section 12 of the Guaranty is true and correct on and as of the date hereof
(after giving effect to this Agreement) as if made on and as of such date.
2. This Agreement shall be deemed to be part of, and a modification to, the Guaranty and shall
be governed by all the terms and provisions of the Credit Agreement and the Guaranty,
which terms are incorporated herein by reference, are ratified and confirmed and shall be in
full force and effect as valid and binding agreements of Debtor enforceable against Debtor. Debtor
hereby waives notice of any Creditor’s acceptance of this Agreement.
3. This Agreement shall be governed by, and construed and interpreted in accordance with, the
laws of the State of Texas.
4. This Agreement is and shall be a Loan Document in all respects and for all purposes.
2
IN WITNESS WHEREOF, Debtor has executed this Subsidiary Joinder Agreement as of the day and
year first written above.
| HEATCRAFT REFRIGERATION PRODUCTS LLC |
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| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Vice President and Treasurer | |||
Signature Page to Subsidiary Joinder Agreement
