FIRST OMNIBUS AMENDMENT TO OPERATIVE DOCUMENTSOmnibus Amendment to Operative Documents • September 25th, 2008 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
This FIRST OMNIBUS AMENDMENT TO OPERATIVE DOCUMENTS (this “Amendment”) is being entered into as of September 22, 2008, among BTMU CAPITAL CORPORATION, a corporation organized under the laws of the State of Delaware (“Lessor”), LENNOX PROCUREMENT COMPANY INC., a corporation organized under the laws of the State of Delaware (“Lessee”), LENNOX INTERNATIONAL INC., a Delaware corporation (“Parent Guarantor”), LENNOX INDUSTRIES INC., an Iowa corporation, ALLIED AIR ENTERPRISES INC., a Delaware corporation, SERVICE EXPERTS LLC, a Delaware limited liability company, and LENNOX GLOBAL LTD., a Delaware corporation (collectively, “Subsidiary Guarantors” and, together with the Parent Guarantor, collectively, “Guarantors”), and COMPASS BANK, an Alabama banking corporation (“Compass”), as successor Administrative Agent (“Agent”) to MHCB (USA) Leasing and Finance Corporation (“MHCB”) (in its former capacity as Administrative Agent, “Original Agent”), and as successor Lender (“Lender”) to MHCB (in its
SUBSIDIARY GUARANTYSubsidiary Guaranty • September 25th, 2008 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
THIS SUBSIDIARY GUARANTY, dated as of September 22, 2008 (together with all amendments and supplements hereto, this “Guaranty”), is made by LENNOX INDUSTRIES INC., an Iowa corporation, ALLIED AIR ENTERPRISES INC., a Delaware corporation, SERVICE EXPERTS LLC, a Delaware limited liability company, LENNOX GLOBAL LTD., a Delaware corporation, and each other Subsidiary of Parent Guarantor which, pursuant to Section 5.3(d)(19) of the Participation Agreement, becomes a “Guarantor” hereunder pursuant to a Subsidiary Joinder Agreement in the form of Exhibit A hereto (a “Subsidiary Joinder Agreement”), on a joint and several basis (collectively, together with their respective successors and assigns, “Guarantors” and each, individually, a “Guarantor”), each having an address at 2140 Lake Park Boulevard., Richardson, TX 75080, in favor of BTMU CAPITAL CORPORATION, a Delaware corporation (together with its successors and assigns, “Lessor”), having an address at 111 Huntington Avenue, Suite 400, Bos
