1
EXHIBIT 10.21
MASTER STOCK DISPOSITION AGREEMENT
(this "Agreement")
THIS AGREEMENT is effective as of August 10, 1998, and is by and among LENNOX
INTERNATIONAL INC., a Delaware corporation ("Lennox"), CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION, a national banking association (the "Bank") and each
Borrower as defined herein.
PRELIMINARY STATEMENTS:
WHEREAS, one or more shareholders of Lennox may from time to time request loans
from Bank, and Bank may agree to make such loan subject to the conditions
precedent that such loan be secured by an amount of Borrower's common stock of
Lennox agreed by such Borrower and Bank, and that Bank shall have the rights and
benefits provided for in this Agreement with respect to the Lennox stock
securing such loan;
WHEREAS, Lennox has determined that it is in its best interests to enter into
this Agreement to make provision for the potential future disposition of its
stock; and
WHEREAS, Lennox stock is subject to certain restrictions, including a right of
first refusal in favor of Lennox under the terms of its Certificate of
Incorporation; and
WHEREAS, Lennox stock has value to the Bank as security only to the extent that
the Bank can be assured that, upon the default of Borrower under the Note, there
will be available a ready buyer or market for the Lennox stock pledged to secure
the loans contemplated by this Agreement.
NOW, THEREFORE, in consideration of the premises and covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
DEFINITIONS
"Loan" each shall refer to refer to each Loan described in an Acceptance of
Terms of Master Agreement substantially in the form of Exhibit B.
With respect to each Loan:
"Note" shall refer to the Note evidencing such Loan, together with any
and all renewals, extensions, modifications and replacements thereof.
"Pledged Stock" shall refer to the Lennox stock securing such Loan and
Note (including any Lennox stock replacing such Pledged Stock)
"Security Agreement" shall mean the security agreement executed and
delivered by the Borrower covering the Pledged Stock and securing the
Loan and Note
"Loan Documents" shall mean and include the Note and Security Agreement
pertaining to the Loan and this Agreement including the Acceptance of
Terms of Master Agreement executed by the Borrower in connection with
the Loan
"Borrower" shall mean each Borrower who obtains the Loan secured by
Pledged Stock and who executes an Acceptance of Terms of Master
Agreement substantially in the form of Exhibit B
AGREEMENTS:
1. Conditions on the Ownership and Restrictions on the Transfer of the Pledged
Stock. Each Borrower's ownership and the rights of the Bank with respect to the
Pledged Stock are subject to the following:
Pursuant to Article Sixteenth of the Lennox Restated Certificate of
Incorporation, "No sale, assignment, transfer or other disposition...
shall be effective unless and until there is compliance with
the...terms and conditions" set forth therein and attached hereto and
incorporated herein as EXHIBIT A.
The parties hereto understand and agree that the Borrower's rights in and to the
Pledged Stock and any rights of the Bank thereto created as a result of the Loan
and Security Agreement are expressly conditioned upon the above conditions set
forth and referenced above in this Paragraph 1.
2. Disposition of Pledged Stock. At any time after the occurrence of an Event of
Default, as defined in the Loan Documents between Borrower and the Bank pursuant
to which the Loan is being made (an "Event of Default"), the Bank shall have the
right to request and Lennox agrees to use its best efforts to perform one of the
following: (a) within ninety (90) days of such demand, procure a ready and
willing buyer for the Pledged Stock at the Applicable Market Value (as defined
Exhibit A) of such shares; (b) within sixty (60) days of such demand, purchase
from the Bank the Pledged Stock at the Applicable Market Value of such shares;
or (c) with written consent of the Bank as to this option, as soon as
practicable, register the Pledged Stock pursuant to the Securities Act of 1933;
provided that (i) Lennox shall have the
1
2
option to perform under clause (a), (b) or (c) above so long as performance is
completed within the time specified (during which time interest shall continue
to accrue on the Note at the Default Rate (as defined in the Note), and (ii)
neither the buyer under clause (a) above nor Lennox under clause (b) above shall
be required to purchase Pledged Stock in excess of the number of shares pledged
to secure the Note and required to pay the Bank an amount equal to the aggregate
amount of the then outstanding indebtedness secured by the Pledged Stock.
Notwithstanding anything else to the contrary herein, Lennox shall not be
required to take any action pursuant to this Agreement that would cause Lennox
to be in default under (i) the Revolving Credit Facility Agreement dated as of
July 13, 1998, as amended, among Lennox, the banks named on the signature pages
thereof, and the Bank, as Administrative Agent, and Wachovia Bank, N. A., , as
Documentation Agent, or (ii) any note purchase agreements entered into in
December 1991, December 1993, July 1995, and April !998, between Lennox and
various note purchasers, as in effect on the date hereof, where the outstanding
amount of a long term note issued thereunder exceeds $3,000,000; provided,
however, that Lennox and Borrower agree that they will provide the Bank with a
letter from the Chief Executive Officer, Chief Financial Officer or General
Counsel as of the date of this Agreement and, thereafter, on a quarterly basis,
within fifteen (15) days after request by the Bank, certifying that Lennox is
not in default under any of the documents referred to in this sentence and that
there is no default occurring therein relating to this Agreement as of the date
of any such request by the Bank and failure by Borrower and Lennox to provide
such a letter shall be an Event of Default under the Bank's Loan Documents.
If an Event of Default shall occur, the Bank shall also have the right, subject
to the conditions set forth in Paragraph 1 hereof, to procure a buyer for the
Pledged Stock; provided the Bank shall first offer the shares of the Pledged
Stock to Lennox, whether or not the aggregate Applicable Market Value of the
Pledged Stock shall be sufficient to pay in full all then outstanding
indebtedness secured by the Pledged Stock; and provided, further, that the
Bank's obligation to make such offer shall terminate in the event Lennox fails
to exercise its right of first refusal by paying the Bank the Applicable Market
Value of the Pledged Stock in cash within thirty (30) days of such offer.
3. Method of Demand. The right to demand performance by Lennox as described in
Paragraph 2 hereof shall be exercised by the Bank giving written notice to
Lennox (at the address set forth in Paragraph 6(c) below) of the Event of
Default and the Bank's demand for such performance by Lennox. Any delay by the
Bank in exercising such right after the occurrence of an Event of Default shall
not operate as a waiver of such right or any other right provided for herein.
Upon receipt of such demand, Lennox shall advise the Bank in writing within
fifteen (15) business days whether it intends to perform under clause (a), (b)
or (c) of Paragraph 2 hereof.
4. Method of Payment. The purchase price of the Pledged Stock (the "Purchase
Price") shall be its Applicable Market Value as provided in Paragraph 2 hereof,
and the full Purchase Price shall be paid in cash on the Closing Date as set
forth in Paragraph 5 below.
5. Closing Date. Any purchase of the Pledged Stock by Lennox or a buyer procured
by Lennox pursuant to Paragraph 2 hereof shall occur in Dallas, Texas at the
principal office of the Bank or such other address in Dallas, Texas as the Bank
shall designate, on a date mutually agreed by the Bank and Lennox, which date
shall be not later than the last date for performance by Lennox or such buyer
under Paragraph 2 hereof (the "Closing Date"). At the closing, the Bank shall
deliver the certificates being purchased, duly endorsed or with duly completed
stock powers, and the buyer of the Pledged Stock shall deliver to the Bank, the
Purchase Price required to be paid on the Closing Date pursuant to Paragraph 4
above, which shall be payable through a wire transfer or a cashier's check in
United States dollars from a bank acceptable to the Bank.
6. Miscellaneous.
(a) This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and assigns;
(b) Borrower shall reimburse Lennox for its reasonable out-of-pocket
expenses (not including any Purchase Price paid by Lennox hereunder) in
performing its obligations hereunder after an Event of Default has
occurred;
(c) All notice and other communications provided for herein shall be
validly given, made or served, if in writing and delivered personally
or sent by certified mail, return receipt requested, postage prepaid:
if to the Bank: Chase Bank of Texas, National Association
0000 Xxxx Xxxxxx
P. O. Box 660197
Dallas, Texas 75266-0197
Attention: Xx. Xxxxxx X. Xxxxxxxxx,
Senior Vice President
2
3
if to Lennox: Lennox International Inc.
P. O. Xxx 000000
Xxxxxx, Xxxxx 00000-0000
Attention: Chief Financial Officer
if to Borrower: the address set out in the Borrower's
Acceptance of Terms of Master Agreement
(c) This Agreement contains the entire agreement between the parties
hereto with respect to the disposition of stock contemplated herein and
supersedes all prior agreements or understandings, if any, between the
parties hereto relating to the subject matter hereof, and may not be
modified except by written agreement signed by all of the parties
hereto.
(e) The captions of each paragraph hereof are entered as a matter of
convenience only and shall not be considered to be of any effect in the
construction of this Agreement.
(f) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF TEXAS AND THE APPLICABLE LAWS OF THE
UNITED STATES OF AMERICA. THIS AGREEMENT HAS BEEN ENTERED INTO IN
DALLAS COUNTY, TEXAS, SHALL BE PERFORMABLE FOR ALL PURPOSES IN DALLAS
COUNTY, TEXAS AND THE BORROWER, LENNOX AND THE BANK AGREE THAT DALLAS
COUNTY, TEXAS IS PROPER VENUE FOR ANY ACTION OR PROCEEDING BROUGHT IN
ANY SUCH COURT AND THAT NO SUCH COURT IS AN INCONVENIENT FORUM.
BORROWER, LENNOX AND THE BANK AGREE THAT SERVICE OF PROCESS UPON ANY OF
THEM MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT
REQUESTED, AT THEIR ADDRESSES SPECIFIED ABOVE OR DETERMINED IN
ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT. NOTHING HEREIN OR IN
ANY OF THE NOTE OR SECURITY AGREEMENT SHALL AFFECT THE RIGHT OF THE
BANK TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
(g) All representations and warranties contained herein shall survive
the execution of this Agreement.
(h) This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of
which shall constitute one and the same instrument.
THIS STOCK DISPOSITION AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
LENNOX: LENNOX INTERNATIONAL INC.
By: /s/ Xxxxx Xxxxx
-------------------------------
Xxxxx Xxxxx
Executive Vice President, Chief Financial
Officer and Treasurer
BANK: CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxxxx
Senior Vice President
3
4
EXHIBIT A TO
MASTER STOCK DISPOSITION AGREEMENT
effective as of the 10th day of August, 1998
Article Sixteenth of the Lennox Restated Certificate of Incorporation
"SIXTEENTH: No sale, assignment, transfer or other disposition of shares of
Common Stock of the Corporation by any stockholder, whether voluntary or by
operation of law or by gift or otherwise, shall be effective unless and until
there is compliance with the following terms and conditions of this ARTICLE
SIXTEENTH:
(a) Any stockholder who desires to sell all or any part of
such stockholder's shares of Common Stock of the Corporation pursuant
to a bona fide offer to purchase such shares from a third party,
including, without limitation, another stockholder of the Corporation,
shall, as a condition precedent to such stockholder's right to do so,
by notice in writing delivered to the Chairman of the Board of the
Corporation at the Corporation's principal executive offices, inform
the Corporation of such stockholder's intention to sell all or any part
of such stockholder's shares of Common Stock and the identity of the
third party to whom, and the terms pursuant to which, such shares are
proposed to be sold, and shall by such notice offer the shares that
such stockholder desires to sell for sale to the Corporation at the
price per share at which, and the terms pursuant to which, such
stockholder proposes to sell such shares to such third party. The
Corporation shall have a period of fifteen (15) days after such notice
is received by it within which to indicate its election to exercise its
right to purchase, at such price and on such terms, all or any portion
of such shares. The Corporation may elect by notice in writing to such
stockholder given within such fifteen (15)-day period to purchase all
or any portion of such shares, and the shares selected by the
Corporation for purchase must be sold at such price and on such terms
and transferred to the Corporation by such stockholder. Delivery of
such shares and payment therefor shall be made at the principal
executive offices of the Corporation within ten (10) days after notice
of the election to purchase is given by the Corporation to such
stockholder. Any of such shares offered by such stockholder to the
Corporation and not selected for purchase by the Corporation may then
be sold by such stockholder to such third party at a price and upon
terms no more favorable than those set forth in the notice of offer
delivered to the Corporation; provided, however, that any such sale
must be completed within forty-five (45) days after the date such
notice of offer was received by the Corporation; and provided further
that such third party shall receive and hold such shares subject to all
the terms and conditions of this ARTICLE SIXTEENTH. If such sale to
such third party is not completed within such forty-five (45)-day
period, such stockholder shall continue to hold such shares subject to
all the terms and conditions of this ARTICLE SIXTEENTH and may not
consummate a sale without again complying with the provisions of this
paragraph (a). Notwithstanding the foregoing provisions of this
paragraph (a), if the purchase price (or any portion thereof) of the
shares proposed to be sold by such stockholder to such third party
consists of a consideration other than cash, then the purchase price
payable by the Corporation under this paragraph (a) for any shares
proposed to be sold for such noncash consideration which are selected
for purchase by the Corporation shall be a cash purchase price per
share in an amount equal to the Applicable Market Value (as defined in
paragraph (d) of this ARTICLE
5
SIXTEENTH) of the Common Stock as of the date the notice of offer
relating to such shares was received by the Corporation.
(b) The terms and conditions of this ARTICLE SIXTEENTH shall
not apply to any disposition by any stockholder of all or any part of
such stockholder's shares of Common Stock of the Corporation by will or
pursuant to the laws of descent and distribution, or by gift, to or for
the benefit of such stockholder's spouse, father, mother or adopted or
natural lineal descendants (and if such transfer is in trust, the
trustee, upon termination of the trust, may transfer such shares to
such beneficial owner); provided, however, that the transferee of such
shares shall receive and hold such shares subject to all the terms and
conditions of this ARTICLE SIXTEENTH.
(c) Dispositions by stockholders of shares of Common Stock of
the Corporation other than as provided for under paragraphs (a) and (b)
of this ARTICLE SIXTEENTH, whether voluntary or by operation of law or
by gift or otherwise, shall be subject to a right of first refusal in
favor of the Corporation, which right of first refusal shall entitle
the Corporation to purchase, in accordance with the procedures
specified in paragraph (a) of this ARTICLE SIXTEENTH (including without
limitation the delivery to the Corporation of a notice of offer), all
or any portion of the shares that are the subject of such disposition;
provided, however, that the purchase price payable by the Corporation
for any shares selected for purchase by the Corporation pursuant to the
exercise by it of such right of first refusal shall be a cash purchase
price per share in an amount equal to the Applicable Market Value of
the Common Stock as of the date the notice of offer relating to such
shares was received by the Corporation. The transferee of any such
shares not so selected for purchase by the Corporation shall receive
and hold such shares subject to all the terms and conditions of this
ARTICLE SIXTEENTH.
(d) As used in this ARTICLE SIXTEENTH, the term "Applicable
Market Value" shall mean the fair market value of a share of Common
Stock of the Corporation as most recently fixed and determined (prior
to the date of the event giving rise to the use and application of such
term) by independent consultants to the Corporation selected and
appointed by the Board of Directors of the Corporation for the purpose
of ascertaining Applicable Market Value. Such independent consultants
shall fix and determine the fair market value of a share of Common
Stock of the Corporation on a quarterly basis following the end of each
calendar quarter. In ascertaining such value, such consultants shall
consider the latest available financial statements and financial
information of the Corporation, projections and internal information
relating to the Corporation prepared by its management and furnished to
such consultants for the purpose of their analysis, publicly available
information concerning other companies and the trading markets for
certain other companies' securities and all other information such
consultants believe relevant to their inquiry. The value of a share of
Common Stock shall be discounted to reflect, as and to the extent
deemed appropriate by the independent consultants, the minority nature
of any individual's shareholding and the lack of a public market for
the Common Stock and consequent illiquidity.
(e) The restrictions on transfer set forth in this ARTICLE
SIXTEENTH shall terminate and be of no further force or effect in the
event the Common Stock of the Corporation becomes publicly traded on an
established securities market. Nothing contained in this ARTICLE
SIXTEENTH shall be deemed to limit the scope or effect of any other
restrictions on transfer which may be imposed on shares of Common Stock
of the Corporation pursuant to the terms of any employee benefit plan,
arrangement or program of the Corporation or any of its subsidiaries or
any agreement between the Corporation and an employee of the
Corporation or any of its subsidiaries.
6
Exhibit B
TO
MASTER STOCK DISPOSITION AGREEMENT
effective as of 8 - 10, 1998
ACCEPTANCE OF TERMS OF MASTER AGREEMENT
The undersigned Borrower, having been delivered and having reviewed a true and
correct copy of the Master Stock Disposition Agreement between Lennox
International Inc. ("Lennox"), Chase Bank of Texas, National Association
("Bank") dated 8 - 10, 1998 ("Agreement"), consents to become a party to that
Agreement and be bound by its terms with respect to the Loan secured by the
Pledged Stock of Lennox set out below. The Borrower also agrees that at all
times loans are outstanding under the note below (or any renewal, extension or
other rearrangement of such loans or note), Borrower will maintain collateral in
the form of stock subject to the Agreement, or other readily marketable
investment securities acceptable to Bank in its sole discretion, with a fair
market value at least equal to the amount needed to maintain the maximum loan
balance to collateral value ratio specified below.
Borrower's Name: Xxxxxx X. Xxxxxxxxx
Address: 000 Xxxxxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, Xxxxx 00000
Promissory Note dated: 8-10-98
-----------------------------
Face Amount of Promissory Note: $1,993,356.35
-----------------------------
Number of shares of Pledged Stock: 5060
-----------------------------
Maximum loan balance to collateral value ratio: 80 %
------------
THIS ACCEPTANCE OF TERMS, THE STOCK DISPOSITION AGREEMENT AND THE OTHER WRITTEN
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
I accept and agree to the terms of the
Master Agreement:
BORROWER:
/s/ Xxxxxx X. Xxxxxxxxx.
----------------------------------
Name: Xxxxxx X. Xxxxxxxxx
-----------------------------
Date: 8/10/98
-----------------------------
Acknowledged and agreed:
LENNOX: LENNOX INTERNATIONAL INC.
By: /s/ Xxxxx Xxxxx
----------------------------------
Xxxxx Xxxxx
Executive Vice President, Chief Financial
Officer and Treasurer
BANK: CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
By: /s/ Xxxxxx Xxxxxxxxx
----------------------------------
Xxxxxx Xxxxxxxxx
Senior Vice President
7
Exhibit B
TO
MASTER STOCK DISPOSITION AGREEMENT
effective as of 8 - 10, 1998
ACCEPTANCE OF TERMS OF MASTER AGREEMENT
The undersigned Borrower, having been delivered and having reviewed a true and
correct copy of the Master Stock Disposition Agreement between Lennox
International Inc. ("Lennox"), Chase Bank of Texas, National Association
("Bank") dated 8 - 10, 1998 ("Agreement"), consents to become a party to that
Agreement and be bound by its terms with respect to the Loan secured by the
Pledged Stock of Lennox set out below. The Borrower also agrees that at all
times loans are outstanding under the note below (or any renewal, extension or
other rearrangement of such loans or note), Borrower will maintain collateral in
the form of stock subject to the Agreement, or other readily marketable
investment securities acceptable to Bank in its sole discretion, with a fair
market value at least equal to the amount needed to maintain the maximum loan
balance to collateral value ratio specified below.
Borrower's Name: Xxxx X. Xxxxxxx
Address: 0000 Xxxxxxxxxx Xxxxx
Xxxxx, Xxxxx 00000
Promissory Note dated: August 10, 1998
Face Amount of Promissory Note: $410,000.00
Number of shares of Pledged Stock: 1065
----------------------------------
Maximum loan balance to collateral value ratio: 80 %
---------------------
THIS ACCEPTANCE OF TERMS, THE STOCK DISPOSITION AGREEMENT AND THE OTHER WRITTEN
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
I accept and agree to the terms of the Master
Agreement:
BORROWER:
/s/ Xxxx X. Xxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxx
Date: 8/10/98
Acknowledged and agreed:
LENNOX: LENNOX INTERNATIONAL INC.
By: /s/ Xxxxx Xxxxx
Xxxxx Xxxxx
Executive Vice President, Chief Financial
Officer and Treasurer
BANK: CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
By: /s/ Xxxxxx Xxxxxxxxx
-------------------------------
Xxxxxx Xxxxxxxxx
Senior Vice President
8
Exhibit B
TO
MASTER STOCK DISPOSITION AGREEMENT
effective as of 8 - 10, 1998
ACCEPTANCE OF TERMS OF MASTER AGREEMENT
The undersigned Borrower, having been delivered and having reviewed a true and
correct copy of the Master Stock Disposition Agreement between Lennox
International Inc. ("Lennox"), Chase Bank of Texas, National Association
("Bank") dated 8 - 10, 1998 ("Agreement"), consents to become a party to that
Agreement and be bound by its terms with respect to the Loan secured by the
Pledged Stock of Lennox set out below. The Borrower also agrees that at all
times loans are outstanding under the note below (or any renewal, extension or
other rearrangement of such loans or note), Borrower will maintain collateral in
the form of stock subject to the Agreement, or other readily marketable
investment securities acceptable to Bank in its sole discretion, with a fair
market value at least equal to the amount needed to maintain the maximum loan
balance to collateral value ratio specified below.
Borrower's Name: Xxxxx X. Xxxxxxxxxx
Address: 0000 Xxxxxxxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxx 00000
Promissory Note dated: August 10, 1998
Face Amount of Promissory Note: $362,000.00
Number of shares of Pledged Stock: 1020
---------------------
Maximum loan balance to collateral value ratio: 80 %
--------
THIS ACCEPTANCE OF TERMS, THE STOCK DISPOSITION AGREEMENT AND THE OTHER WRITTEN
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
I accept and agree to the terms of the
Master Agreement:
BORROWER:
/s/ Xxxxx X. Xxxxxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Date: 8/10/98
Acknowledged and agreed:
LENNOX: LENNOX INTERNATIONAL INC.
By: /s/ Xxxxx Xxxxx
---------------------------------------
Xxxxx Xxxxx
Executive Vice President, Chief Financial
Officer and Treasurer
BANK: CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
By: /s/ Xxxxxx Xxxxxxxxx
---------------------------------------
Xxxxxx Xxxxxxxxx
Senior Vice President
9
Exhibit B
TO
MASTER STOCK DISPOSITION AGREEMENT
effective as of 8 - 10, 1998
ACCEPTANCE OF TERMS OF MASTER AGREEMENT
The undersigned Borrower, having been delivered and having reviewed a true and
correct copy of the Master Stock Disposition Agreement between Lennox
International Inc. ("Lennox"), Chase Bank of Texas, National Association
("Bank") dated 8 - 10, 1998 ("Agreement"), consents to become a party to that
Agreement and be bound by its terms with respect to the Loan secured by the
Pledged Stock of Lennox set out below. The Borrower also agrees that at all
times loans are outstanding under the note below (or any renewal, extension or
other rearrangement of such loans or note), Borrower will maintain collateral in
the form of stock subject to the Agreement, or other readily marketable
investment securities acceptable to Bank in its sole discretion, with a fair
market value at least equal to the amount needed to maintain the maximum loan
balance to collateral value ratio specified below.
Borrower's Name: Xxxxx Xxxxx, Xx.
Address: 0000 Xxxxx Xxxxxxx Xx.
Xxxxx , Xxxxx 00000
Promissory Note dated: August 10, 1998
------------------------------------------------
Face Amount of Promissory Note: $311,000.00
---------------------------------------
Number of shares of Pledged Stock: 1020
------------------------------------
Maximum loan balance to collateral value ratio: 80 %
---------------------
THIS ACCEPTANCE OF TERMS, THE STOCK DISPOSITION AGREEMENT AND THE OTHER WRITTEN
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
I accept and agree to the terms of the
Master Agreement:
BORROWER:
/s/ Xxxxx Xxxxx, Xx.
-----------------------------------
Name: Xxxxx Xxxxx, Xx.
Date: 8/10/98
Acknowledged and agreed:
LENNOX: LENNOX INTERNATIONAL INC.
By: /s/ Xxxxx Xxxxx
-----------------------------------
Xxxxx Xxxxx
Executive Vice President, Chief Financial
Officer and Treasurer
BANK: CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
By: /s/ Xxxxxx Xxxxxxxxx
-----------------------------------
Xxxxxx Xxxxxxxxx
Senior Vice President
10
Exhibit B
TO
MASTER STOCK DISPOSITION AGREEMENT
effective as of 8 - 10, 1998
ACCEPTANCE OF TERMS OF MASTER AGREEMENT
The undersigned Borrower, having been delivered and having reviewed a true and
correct copy of the Master Stock Disposition Agreement between Lennox
International Inc. ("Lennox"), Chase Bank of Texas, National Association
("Bank") dated 8 - 10, 1998 ("Agreement"), consents to become a party to that
Agreement and be bound by its terms with respect to the Loan secured by the
Pledged Stock of Lennox set out below. The Borrower also agrees that at all
times loans are outstanding under the note below (or any renewal, extension or
other rearrangement of such loans or note), Borrower will maintain collateral in
the form of stock subject to the Agreement, or other readily marketable
investment securities acceptable to Bank in its sole discretion, with a fair
market value at least equal to the amount needed to maintain the maximum loan
balance to collateral value ratio specified below.
Borrower's Name: Xxxxxx X. Xxxxxx
Address: 0000 Xxxx Xxxxxx
Xxxxxxx, XX 00000
Promissory Note dated: August 10, 1998
----------------------------------
Face Amount of Promissory Note: $294,000.00
----------------------------------
Number of shares of Pledged Stock: 1020
----------------------------------
Maximum loan balance to collateral value ratio: 80 %
-------------
THIS ACCEPTANCE OF TERMS, THE STOCK DISPOSITION AGREEMENT AND THE OTHER WRITTEN
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
I accept and agree to the terms of the
Master Agreement:
BORROWER:
/s/ Xxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxx
Date: 8/10/98
Acknowledged and agreed:
LENNOX: LENNOX INTERNATIONAL INC.
By: /s/ Xxxxx Xxxxx
---------------------------------------
Xxxxx Xxxxx
Executive Vice President, Chief Financial
Officer and Treasurer
BANK: CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
By: /s/ Xxxxxx Xxxxxxxxx
---------------------------------------
Xxxxxx Xxxxxxxxx
Senior Vice President
11
Exhibit B
TO
MASTER STOCK DISPOSITION AGREEMENT
effective as of 8 - 10, 1998
ACCEPTANCE OF TERMS OF MASTER AGREEMENT
The undersigned Borrower, having been delivered and having reviewed a true and
correct copy of the Master Stock Disposition Agreement between Lennox
International Inc. ("Lennox"), Chase Bank of Texas, National Association
("Bank") dated 8 - 10, 1998 ("Agreement"), consents to become a party to that
Agreement and be bound by its terms with respect to the Loan secured by the
Pledged Stock of Lennox set out below. The Borrower also agrees that at all
times loans are outstanding under the note below (or any renewal, extension or
other rearrangement of such loans or note), Borrower will maintain collateral in
the form of stock subject to the Agreement, or other readily marketable
investment securities acceptable to Bank in its sole discretion, with a fair
market value at least equal to the amount needed to maintain the maximum loan
balance to collateral value ratio specified below.
Borrower's Name: Xxxxxxx X. Xxxxxxxx
Address: 0000 Xxxxxx Xxxxx Xxxx
Xxxxxxxx, Xxxx 00000
Promissory Note dated: August 10, 1998
Face Amount of Promissory Note: $453,000.00
Number of shares of Pledged Stock: 1100
------------------------------------
Maximum loan balance to collateral value ratio: 80 %
-------------------
THIS ACCEPTANCE OF TERMS, THE STOCK DISPOSITION AGREEMENT AND THE OTHER WRITTEN
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
I accept and agree to the terms of the
Master Agreement:
BORROWER:
/s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Date: 8/10/98
Acknowledged and agreed:
LENNOX: LENNOX INTERNATIONAL INC.
By: /s/ Xxxxx Xxxxx
-----------------------------------
Xxxxx Xxxxx
Executive Vice President, Chief Financial
Officer and Treasurer
BANK: CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
By: /s/ Xxxxxx Xxxxxxxxx
-----------------------------------
Xxxxxx Xxxxxxxxx
Senior Vice President
12
Exhibit B
TO
MASTER STOCK DISPOSITION AGREEMENT
effective as of August 13, 1998
ACCEPTANCE OF TERMS OF MASTER AGREEMENT
The undersigned Borrower, having been delivered and having reviewed a true and
correct copy of the Master Stock Disposition Agreement between Lennox
International Inc. ("Lennox"), Chase Bank of Texas, National Association
("Bank") dated August 13, 1998 ("Agreement"), consents to become a party to that
Agreement and be bound by its terms with respect to the Loan secured by the
Pledged Stock of Lennox set out below. The Borrower also agrees that at all
times loans are outstanding under the note below (or any renewal, extension or
other rearrangement of such loans or note), Borrower will maintain collateral in
the form of stock subject to the Agreement, or other readily marketable
investment securities acceptable to Bank in its sole discretion, with a fair
market value at least equal to the amount needed to maintain the maximum loan
balance to collateral value ratio specified below.
Borrower's Name: Xxxxx X'Xxxx
Address: 18404 Rain Dance Trail
Xxxxxx, Xxxxx 00000
Promissory Note dated: August 13, 1998
Face Amount of Promissory Note: $70,000.00
Number of shares of Pledged Stock: 289
------------------------------------
Maximum loan balance to collateral value ratio: 80 %
-------------------
THIS ACCEPTANCE OF TERMS, THE STOCK DISPOSITION AGREEMENT AND THE OTHER WRITTEN
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
I accept and agree to the terms of the
Master Agreement:
BORROWER:
/s/ Xxxxx X'Xxxx
-----------------------------------
Name: Xxxxx X'Xxxx
Date: 8/13/98
Acknowledged and agreed:
LENNOX: LENNOX INTERNATIONAL INC.
By: /s/ Xxxxx Xxxxx
-----------------------------------
Xxxxx Xxxxx
Executive Vice President, Chief Financial
Officer and Treasurer
BANK: CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
By: /s/ Xxxxxx Xxxxxxxxx
-----------------------------------
Xxxxxx Xxxxxxxxx
Senior Vice President
13
MASTER STOCK DISPOSITION AGREEMENTS W/CHASE
Status
------
Xxx Xxxxxxxxx
-------------------------
Xxxx Xxxxxxx, Jr. repaid
-------------------------
Xxxxx Xxxxx
-------------------------
Xx Xxxxxx
-------------------------
Xxxxx Xxxxxxxxxx
-------------------------
Xxxx Xxxxxxx
-------------------------
Xxxxx X'Xxxx
-------------------------
Xxxx Xxxxxxxx
-------------------------
Xxxx Xxxxxxxxxx (did not participate)
