SECOND SUPPLEMENTAL INDENTURE
Exhibit 4.4
This SECOND SUPPLEMENTAL INDENTURE, dated as of March 28, 2011 (this “Second Supplemental
Indenture”), among Heatcraft Inc., a Mississippi corporation, Heatcraft Refrigeration Products LLC,
a Delaware limited liability company and Advanced Distributor Products LLC, a Delaware limited
liability company (the “Guarantors”), Lennox International Inc., a Delaware corporation (the
“Company”), and each other then existing Guarantor under the Indenture referred to below (the
“Existing Guarantors”), and U.S. Bank National Association, as Trustee under the Indenture referred
to below.
RECITALS
WHEREAS, the Company, the Existing Guarantors and the Trustee have heretofore become parties
to an Indenture, dated as of May 3, 2010 (the “Base Indenture” and, as supplemented by the First
Supplemental Indenture (the “First Supplemental Indenture”), dated as of May 6, 2010, the
“Indenture”), providing for the issuance of 4.900% Notes due 2017 of the Company (the “Notes”);
WHEREAS, Section 8.06 of the First Supplemental Indenture provides that the Company is
required to cause the Guarantors to execute and deliver to the Trustee a supplemental indenture
evidencing its guarantee of the punctual payment when due of all monetary obligations of the
Company under the Indenture and the Notes on the terms and conditions set forth herein and in
Article 8 of the First Supplemental Indenture;
WHEREAS, each Guarantor desires to enter into such supplemental indenture for good and
valuable
consideration, including substantial economic benefit in that the financial performance and
condition of such Guarantor is dependent on the financial performance and condition of the Company,
the obligations hereunder of which such Guarantor has guaranteed; and
WHEREAS, pursuant to Section 8.01 of the Base Indenture, the parties hereto are authorized to
execute and deliver this Second Supplemental Indenture to amend the Indenture, without the consent
of any Holder;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Guarantors, the Company, the
Existing Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders of
the Notes as follows:
1. Defined Terms. As used in this Second Supplemental Indenture, terms defined in the
Indenture or in the preamble or recital hereto are used herein as therein defined. The words
“herein,” “hereof” and “hereby” and other words of similar import used in this Second Supplemental
Indenture refer to this Second Supplemental Indenture as a whole and not to any particular section
hereof.
2. Agreement to Guarantee. The Guarantors, as primary obligors and not merely as surety,
hereby jointly and severally, irrevocably and fully and unconditionally guarantee to each Holder
and to the Trustee and its successor and assigns (the “Guarantee”), on a senior unsecured basis and
equal in right of payment to all existing and future senior indebtedness of such Guarantors, the
punctual payment when due of all monetary obligations of the Company under the Indenture and the
Notes, whether for principal of or interest on the Notes, on the terms and subject to the
conditions set forth in Article 8 of the First Supplemental Indenture and agrees to be bound by
(and shall be entitled to the benefits of) all other applicable provisions of the Indenture as a
Guarantor.
3. Termination, Release and Discharge. The Guarantors’ Guarantee shall terminate and be of no
further force or effect, and the Guarantors shall be released and discharged from all obligations
in respect of such Guarantee, as and when provided in Section 8.03 of the First Supplemental
Indenture.
4. Parties. Nothing in this Second Supplemental Indenture is intended or shall be construed to
give any Person, other than the Holders and the Trustee, any legal or equitable right, remedy or
claim under or in respect of the Guarantors’ Guarantee or any provision contained herein or in
Article 8 of the First Supplemental Indenture.
5. Governing Law. This Second Supplemental Indenture and the Notes shall be deemed to be a
contract under the laws of the State of New York, and for all purposes shall be construed in
accordance with the laws of such State, except as may otherwise be required by mandatory provisions
of law.
6. Ratification of Indenture; Supplemental Indentures Part of Indenture. The Indenture, as
supplemented by this Second Supplemental Indenture, is in all respects ratified and confirmed, and
this Second Supplemental Indenture shall be deemed part of the Indenture in the manner and to the
extent herein and therein provided. The recitals contained herein shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for the correctness of the same.
7. Counterparts. This Second Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall together constitute
but one and the same instrument.
8. Headings. The section headings herein are for convenience only and shall not affect the
construction hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be
duly executed as of the date first above written.
| LENNOX INDUSTRIES INC. ALLIED AIR ENTERPRISES INC. SERVICE EXPERTS LLC LENNOX GLOBAL LTD. HEATCRAFT INC. HEATCRAFT REFRIGERATION PRODUCTS LLC ADVANCED DISTRIBUTOR PRODUCTS LLC |
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| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Vice President and Treasurer | |||
| LENNOX INTERNATIONAL INC. |
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| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Vice President and Treasurer | |||
|
U.S. BANK NATIONAL ASSOCIATION, as Trustee |
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| By: | /s/ Xxxx Xxxxxxx | |||
| Name: | Xxxx Xxxxxxx | |||
| Title: | Vice President | |||
