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EXHIBIT 10.8
SECOND AMENDMENT TO REVOLVING CREDIT FACILITY AGREEMENT
THIS SECOND AMENDMENT TO REVOLVING CREDIT FACILITY AGREEMENT (the
"Amendment"), dated as of January 25, 2000, is among LENNOX INTERNATIONAL INC.,
a Delaware corporation ("Borrower"); each of the lenders listed as a lender on
the signatures pages hereto (individually, a "Lender" and, collectively, the
"Lenders"), CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, a national banking
association, as administrative agent for the Lenders (in such capacity, the
"Administrative Agent"), WACHOVIA BANK, N.A., a national banking association, as
syndication agent (in such capacity, the "Syndication Agent" and together with
the Administrative Agent, herein the "Agents") and THE BANK OF NOVA SCOTIA, as
documentation agent.
Borrower, the Agents and the Lenders, have entered into that certain
Revolving Credit Facility Agreement dated as of July 29, 1999 (as amended by the
First Amendment to Revolving Credit Facility Agreement dated as of August 6,
1999, the "Credit Agreement"). Borrower, the Lenders and the Agents desire to
amend the Credit Agreement as herein set forth.
NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows effective as of the
date hereof:
ARTICLE 1
Definitions
Section 1.1 Definitions. Capitalized terms used in this Amendment and
defined in the Credit Agreement, to the extent not otherwise defined herein,
shall have the same meaning as in the Credit Agreement, as amended hereby.
ARTICLE 2
Amendments
Section 2.1. Amendment to Section 2.06. The chart in Section 2.06(d) is
amended in its entirety to read as follows:
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Commitment Fee
Debt to Adjusted EBITDA Ratio Margin Percentage
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Greater than 3.0 to 1.0 1.250% 0.300%
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Greater than 2.5 to 1.0 but less than or equal to 3.0 to 1.0 1.125% 0.300%
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Greater than 2.0 to 1.0 but less than or equal to 2.5 to 1.0 0.875% 0.250%
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Greater than 1.5 to 1.0 but less than or equal to 2.0 to 1.0 0.750% 0.200%
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Greater than 1.0 to 1.0 but less than or equal to 1.5 to 1.0 0.625% 0.1875%
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Less than or equal to 1.0 to 1.0 0.500% 0.150%
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Section 2.2 Amendment to Section 5.15. Clause (b) in Section 5.15 of
the Credit Agreement is amended in its entirety to read as follows:
SECOND AMENDMENT TO REVOLVING CREDIT FACILITY AGREEMENT, Page 1
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(b) Consolidated Indebtedness to Adjusted EBITDA. As of the
last day of each fiscal quarter during the periods described below, the
Borrower shall not permit the ratio of Consolidated Indebtedness
outstanding as of such day to the Adjusted EBITDA for the four (4)
fiscal quarters then ended to exceed: (i) 3.00 to 1.00 at all times
other than as described in the following clause (ii); or (ii) 3.25 to
1.00 for all fiscal quarters ending prior to March 31, 2001 if, and
only if prior to any such fiscal quarter end Borrower shall have
delivered to the Administrative Agent evidence satisfactory to it that
the holders of the Indebtedness outstanding under the Senior Note
Purchase Agreements and the holders of any other Indebtedness that have
the benefit of a Consolidated Indebtedness to Adjusted EBITDA ratio the
same or similar to this Section 5.15(b), shall have agreed to a maximum
ratio not to exceed 3.25 to 1.00 for all fiscal quarters prior to March
31, 2001.
ARTICLE 3
Miscellaneous
Section 3.1 Ratifications. The terms and provisions set forth in this
Amendment shall modify and supersede all inconsistent terms and provisions set
forth in the Credit Agreement and except as expressly modified and superseded by
this Amendment, the terms and provisions of the Credit Agreement are ratified
and confirmed and shall continue in full force and effect. Borrower, the Agents,
and the Lenders agree that the Credit Agreement as amended hereby shall continue
to be legal, valid, binding and enforceable in accordance with its terms.
Section 3.2 Fees and Expenses. In accordance with the terms of Section
8.05 of the Credit Agreement, Borrower agrees to pay all costs and expenses
incurred by either Agent in connection with the preparation, negotiation and
execution of this Amendment, including, without limitation, the costs and fees
of legal counsel.
Section 3.3 Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
Section 3.4 Successors and Assigns. This Amendment is binding upon and
shall inure to the benefit of the Agents, the Lenders and Borrower and their
respective successors and assigns.
Section 3.5 Counterparts. This Amendment may be executed in one or more
counterparts and on telecopy counterparts, each of which when so executed shall
be deemed to be an original, but all of which when taken together shall
constitute one and the same agreement.
Section 3.6 Headings. The headings, captions, and arrangements used in
this Amendment are for convenience only and shall not affect the interpretation
of this Amendment.
Section 3.7 ENTIRE AGREEMENT. THIS AMENDMENT EMBODIES THE FINAL, ENTIRE
AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS,
AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL,
RELATING TO THIS AMENDMENT, AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSION OF THE
PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.
SECOND AMENDMENT TO REVOLVING CREDIT FACILITY AGREEMENT, Page 2
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Executed as of the date first written above.
LENNOX INTERNATIONAL INC.
By: /s/ Clyde Wyant
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Clyde Wyant
Executive Vice President,
Chief Financial Officer
CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION,
individually as Lender and as
Administrative Agent
By: /s/ Allen King
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Allen King
Vice President
WACHOVIA BANK, N.A., individually as a
Lender and as Syndication Agent
By: /s/ A. Michael Klein
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Name: A. Michael Klein
Title: Vice President
THE BANK OF NOVA SCOTIA,
individually as a Lender and as
documentation agent
By: /s/ F.C.H. Ashby
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Name: F.C.H. Ashby
Title: Senior Manager Loan Operations
THE NORTHERN TRUST COMPANY,
individually as a lender and as a co-agent
By: /s/ Jaron Grimm
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Name: Jaron Grimm
Title: Vice President
SECOND AMENDMENT TO REVOLVING CREDIT FACILITY AGREEMENT, Page 3
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BANK ONE, TEXAS, N.A., as a Lender
By: /s/ Gina A. Norris
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Name: Gina A. Norris
Title: Managing Director
BANK OF TEXAS, N.A., as a Lender
By: /s/ David Broussard, Jr.
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Name: David Broussard, Jr.
Title: SVP
THE BANK OF TOKYO-MITSUBISHI,
LTD., as a Lender
By: /s/ D. Barnell /s/ John M. Mearns
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Name: D. Barnell John M. Mearns
Title: Vice President VP & Manager
WELLS FARGO BANK (TEXAS), N.A.,
as a Lender
By: /s/ Juan J. Sanchez
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Name: Juan J. Sanchez
Title: AVP
ROYAL BANK OF CANADA,
as a Lender
By: /s/ N.G. Millar
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Name: N.G. Millar
Title: Senior Manager
ABN AMRO BANK N.A., as a Lender
By: /s/ Jamie A. Conn
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Name: Jamie Conn
Title: Vice President
By: /s/ Eric R. Hollingsworth
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Name: Eric R. Hollingsworth
Title: Vice President
SECOND AMENDMENT TO REVOLVING CREDIT FACILITY AGREEMENT, Page 4
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THE BANK OF NEW YORK, as a Lender
By: /s/ Mark T. Familo
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Name: Mark T. Familo
Title: Vice President
COMPASS BANK, as a Lender
By: /s/ Paul Howell
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Name: Paul Howell
Title: Assistant V.P.
SECOND AMENDMENT TO REVOLVING CREDIT FACILITY AGREEMENT, Page 5