<PAGE>

                                                                    EXHIBIT 10.9

                                                                  EXECUTION COPY

                           FIRST OMNIBUS AMENDMENT TO
                              TRANSACTION DOCUMENTS

      THIS FIRST OMNIBUS AMENDMENT TO TRANSACTION DOCUMENTS, dated as of
December 31, 2003 (this "Amendment"), is entered into by and among LENNOX
INTERNATIONAL INC., LENNOX INDUSTRIES, INC., ADVANCED DISTRIBUTOR PRODUCTS LLC,
HEATCRAFT REFRIGERATION PRODUCTS LLC, LPAC CORP., BLUE RIDGE ASSET FUNDING
CORPORATION, WACHOVIA BANK, NATIONAL ASSOCIATION, LIBERTY STREET FUNDING CORP.,
THE BANK OF NOVA SCOTIA, EAGLEFUNDING CAPITAL CORPORATION, FLEET NATIONAL BANK,
FLEET SECURITIES, INC. and THE LIBERTY STREET INVESTORS. Capitalized terms used
and not otherwise defined herein are used as defined in the Transaction
Documents (as defined in the Receivables Purchase Agreement, which is defined
below).

      WHEREAS, the Seller, the Master Servicer, Blue Ridge, Wachovia, Liberty
Street, Scotiabank and the Liberty Street Investors have entered into that
certain Second Amended and Restated Receivables Purchase Agreement, dated as of
June 16, 2003 (as amended to the date hereof, the "Original Receivables Purchase
Agreement" and, as amended hereby, the "Receivables Purchase Agreement");

      WHEREAS, LPAC Corp, Lennox, Armstrong, Advance Distributor and Heatcraft
Refrigeration have entered into that certain Purchase and Sale Agreement, dated
as of June 19, 2000 (as amended to the date hereof, the "Original Purchase
Agreement" and, as amended hereby, the "Purchase Agreement");

      WHEREAS, Lennox International, for the benefit of the Beneficiaries (as
defined in the Assurance Agreement, which is defined below) has entered into
that certain Amended and Restated Assurance Agreement, dated as of June 16,
2003; (as amended to the date hereof, the "Original Assurance Agreement" and, as
amended hereby, the "Assurance Agreement");

      WHEREAS, the parties hereto are entering into this Amendment to, among
other things, (i) remove Wachovia as the Administrative Agent and substitute in
lieu thereof Scotiabank as successor to Wachovia in the capacity of
Administrative Agent, (ii) remove Blue Ridge, upon payment to Blue Ridge of the
Blue Ridge Repayment Amount (as set forth in Annex A hereto), (iii) remove
Wachovia as the Blue Ridge Purchaser Agent, (iv) add EagleFunding Capital
Corporation ("EagleFunding") as a Purchaser, (v) add Fleet National Bank as an
EagleFunding Investor and (vi) add Fleet Securities, Inc. as the purchaser agent
for the Purchaser Group of which EagleFunding is a party;

      NOW THEREFORE, in consideration of the premises and the other mutual
covenants contained herein, the parties hereto agree as follows:

<PAGE>

      SECTION 1. Global Amendments. Effective as of the Effective Date, the
Transaction Documents are hereby amended as follows:

      (a) Administrative Agent Succession. Scotiabank shall be successor
Administrative Agent to Wachovia for all purposes of the Transaction Documents.
Scotiabank hereby accepts all of the rights, duties and obligations of the
"Administrative Agent" under the Transaction Documents. Wachovia hereby assigns
all of its security interests and other rights and obligations as administrative
agent under the Transaction Documents to Scotiabank. Any and all references in
the Transaction Documents to Wachovia in its capacity as "Administrative Agent"
are hereby amended to refer to "Scotiabank" in the related capacity. Wachovia
shall no longer have any rights, obligations or duties as "Administrative Agent"
under any of the Transaction Documents from and after the Effective Date. It is
agreed by each of the parties hereto that Scotiabank shall have no liability for
any action taken or not taken by Wachovia on or prior to the Effective Date.

      (b) Blue Ridge Termination; EagleFunding Joinder.

            (i) Blue Ridge Termination. Upon the payment to the Blue Ridge
      Purchaser Agent for the benefit of the Blue Ridge Investors of the Blue
      Ridge Repayment Amount, Blue Ridge, the Blue Ridge Purchaser Agent, the
      Blue Ridge Investors and the Blue Ridge Purchaser Group shall cease to be
      parties to the Transaction Documents for all purposes and, simultaneously
      with receipt of such Blue Ridge Repayment Amount, Blue Ridge, the Blue
      Ridge Purchaser Agent, the Blue Ridge Investors and the Blue Ridge
      Purchaser Group hereby assign all of their respective right, title and
      interest in, to and under each Asset Tranche funded by the Blue Ridge
      Purchaser Group to the Seller and none of Blue Ridge, the Blue Ridge
      Purchaser Agent, the Blue Ridge Investors and the Blue Ridge Purchaser
      Group shall have any rights, obligations or duties under any of the
      Transaction Documents from and after the Effective Date.

            (ii) EagleFunding Joinder. From and after the Effective Date, (w)
      EagleFunding shall be a Purchaser under the Transaction Documents, (x)
      Fleet Securities, Inc. shall be the EagleFunding Purchaser Agent under the
      Transaction Documents, (y) Fleet National Bank shall be an EagleFunding
      Investor under the Transaction Documents and (z) each of them shall have
      all of the rights, duties and obligations of a Purchaser, a Purchaser
      Agent and an Investor, as applicable, under the Transaction Documents.
      Each of EagleFunding, Fleet Securities, Inc. and Fleet National Bank
      hereby appoints and authorizes the Administrative Agent to take such
      action on its behalf and to exercise such powers under the Transaction
      Documents as are delegated to the Administrative Agent by the terms
      thereof.

      (c) Each reference in the Transaction Documents to each of the following
terms are hereby amended to refer to the related new defined term referred to
below:

            "Blue Ridge" shall refer to "EagleFunding";

            "Blue Ridge Broken Funding Costs" shall refer to "EagleFunding
            Broken Funding Costs";

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            "Blue Ridge CP Costs" shall refer to "EagleFunding CP Costs";

            "Blue Ridge Liquidity Agreement" shall refer to "EagleFunding
            Liquidity Agreement";

            "Blue Ridge Liquidity Bank" shall refer to "EagleFunding Liquidity
            Bank";

            "Blue Ridge Purchaser Agent" shall refer to "EagleFunding Purchaser
            Agent";

            "Blue Ridge Purchaser Account" shall refer to "EagleFunding
            Purchaser Account";

            "Blue Ridge Purchaser Group" shall refer to "EagleFunding Purchaser
            Group"; and

            "Blue Ridge Purchaser Group Limit" shall refer to "EagleFunding
            Purchaser Group Limit".

      SECTION 2. Amendments to Receivables Purchase Agreement. Effective as of
the Effective Date, the Receivables Purchase Agreement is hereby amended as
follows:

      (a) Each of the references to "a Liberty Street Alternate Funding" and
"Liberty Street Alternate Fundings" in Articles I, II, III, IV, V, VI, VII,
VIII, IX, X, XI, XII, XIII and XIV the Original Receivables Purchase Agreement
are hereby replaced with "an Alternate Funding" and "Alternate Fundings"
respectively.

      (b) The first sentence of Section 1.1 of the Original Receivables Purchase
Agreement is hereby replaced with the following:

            "Upon the terms and subject to the conditions of this Agreement
            (including, without limitation, Article V), from time to time during
            the Revolving Period, prior to the Termination Date, the Seller may
            request that the Purchasers purchase from the Seller ownership
            interests in Pool Receivables and Related Assets, and Liberty Street
            may, in its sole discretion, make such purchase or, if Liberty
            Street shall decline to make such purchase, the Liberty Street
            Investors shall make such purchase and EagleFunding may, in its sole
            discretion, make such purchase or, if EagleFunding shall decline to
            make such purchase, the EagleFunding Investors shall make such
            purchase (in any such case, each being a "Purchase"); provided that
            no Purchase shall be made by any Purchaser if, after giving effect
            thereto, (a) the Invested Amount would exceed $125,000,000 (as
            adjusted pursuant to Section 3.2(b)) (the "Purchase Limit"), (b)
            such Purchaser Group's Purchaser Group Invested Amount would exceed
            the related Purchaser Group Limit or (c) the Asset Interest,
            expressed as a percentage of Net Pool Balance, would exceed 100%
            (the "Allocation Limit"); and provided, further that each Purchase
            made pursuant to this Section 1.1 shall have a purchase price equal
            to at least $1,000,000 and shall be an integral multiple of
            $100,000."

                                       3
<PAGE>

      (b) Section 1.3(c)(iv) of the Original Receivables Purchase Agreement is
hereby replaced with the following:

            "The Master Servicer shall pay all amounts identified pursuant to
            Section 1.3(b) to each Purchaser Agent (A) on the last day of the
            then current Yield Period for any Asset Tranche funded by an
            Alternate Funding or a Liquidity Funding of such Purchaser Group, as
            provided in Section 3.1(b), in an amount not exceeding the related
            Purchaser's Tranche Investment of such Asset Tranche, and (B) on the
            last day of the then current CP Accrual Period for any Asset Tranche
            funded by Commercial Paper Notes, as provided in Section 3.1, in an
            amount not exceeding the related Purchaser's Tranche Investment of
            such Asset Tranche."

      (c) Section 3.1(c)(iii) of the Original Receivables Purchase Agreement is
hereby replaced with the following:

            "In addition to the payments described in clause (ii) above and
            clause (iv) below, during the Liquidation Period, the Master
            Servicer shall pay to each Agent, for the benefit of the related
            Purchaser, all amounts identified pursuant to Section 1.3 (A) on the
            last day of the current Yield Period for any Asset Tranche funded by
            a Liberty Street Alternate Funding or a Liquidity Funding funded by
            such Purchaser Group, as the case may be, in an amount not exceeding
            such Purchaser's Tranche Investment of such Asset Tranche, and (B)
            on the last day of the each CP Accrual Period, in an amount not
            exceeding such Purchaser's Tranche Investment of the Asset Tranche
            funded by Commercial Paper Notes issued by such Purchaser Group."

      (d) Section 4.1 of the Original Receivables Purchase Agreement is hereby
replaced with the following:

            "The Seller shall pay to each Purchaser Group Agent for the benefit
            of the related Purchaser Group the fees and other amounts set forth
            in the Fee Letters, all such fees and other amounts to be paid from
            time to time in the amounts set forth in each such Fee Letter."

      (e) A new Section 10.2(d) is hereby added as follows:

            "(d) The EagleFunding Purchaser Agent may, upon the occurrence of
            any Liquidation Event, direct the Administrative Agent to take such
            action under any or all of the Lockbox Agreements such that the
            Administrative Agent has control over each related Lockbox Account
            and the Administrative Agent hereby agrees to take such action, to
            the extent permitted by law, upon receipt of such notice."

      (f) Section 14.1 of the Original Receivables Purchase Agreement is hereby
amended by adding the following sentence to the end of such Section:

                                       4
<PAGE>

      "To the extent that any Purchaser is required to obtain any confirmation
      from any rating agency, such confirmation shall be in writing with respect
      to any material amendment, modification, waiver or consent."

      (g) Section 14.6 of the Original Receivables Purchase Agreement is hereby
replaced with the following:

      "The Master Servicer hereby agrees that it will not institute against the
      Seller, or join any Person in instituting against the Seller, and each
      Seller Party, the Master Servicer, Scotiabank (individually, as
      Administrative Agent and as Liberty Street Purchaser Agent), Fleet
      National Bank, Fleet Securities, Inc. (individually and as EagleFunding
      Purchaser Agent) and each Purchaser, as to each other Purchaser, hereby
      agrees that it will not institute against any Purchaser, or join any other
      Person in instituting against any Purchaser, any insolvency proceeding
      (namely, any proceeding of the type referred to in the definition of Event
      of Bankruptcy) so long as any Commercial Paper Notes issued by such
      Purchaser shall be outstanding or there shall not have elapsed one year
      plus one day since the last day on which any such Commercial Paper Notes
      shall have been outstanding."

      (h) The following definitions in Appendix A to the Receivables Purchase
Agreement are hereby amended as follows:

            (i) The definition of "Collection Account" is hereby amended and
      restated in its entirety as follows:

            "Collection Account: The segregated account that may be established
            and maintained with The Bank of Nova Scotia in the name of the
            Seller."

            (ii) The definition of "Credit Agreement" is hereby amended and
      restated in its entirety as follows:

            "Credit Agreement: That certain Amended and Restated Revolving
            Credit Facility Agreement dated as of September 11, 2003 by and
            among Lennox International Inc. as the borrower, certain financial
            institutions, as the lenders, JPMorgan Chase Bank, as administrative
            agent for the lenders, Bank of Nova Scotia, The Bank of
            Tokyo-Mitsubishi, Ltd. and Wells Fargo Bank Texas, N.A., as
            co-documentation agents and J.P. Morgan Securities, Inc., as sole
            book runner and lead arranger, as such agreement may be further
            amended, restated, substituted or replaced from time to time."

            (iii) The definition of "Eligible Receivables" is hereby amended by
      deleting the word "and" at the end of clause (xv) thereof, deleting the
      period (.) at the end of clause (xvi), adding a semi-colon (;) at the end
      of clause (xvi) and adding the following additional clauses (xvii) and
      (xviii) thereto as follows:

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<PAGE>

            "(xvii) as to which any Purchaser Agent has not notified Seller that
            such Purchaser Agent has determined that such Receivable or class of
            Receivables is not acceptable as an Eligible Receivable, including,
            without limitation, because such Receivable arises under a Contract
            that is not acceptable to such Purchaser Agent; and

            "(xviii) until such time as all of the Agents shall have provided to
            the Seller and to each other their written consents otherwise, the
            Originator of which was not Advanced Distributor Products LLC."

            (iv) The definition of "Liberty Street Purchaser Group Limit" is
      hereby amended and restated in its entirety as follows:

            "Liberty Street Purchaser Group Limit: $75,000,000.

            (v) The second proviso clause of clause (ii) of the definition of
      "Obligor Concentration Limit" is hereby replaced with the following:

            "provided, however, that any such Special Obligor designation shall
            not take effect without the confirmation of approval to the Agents
            by each of Fitch Investors Service, Moody's and S&P of such
            designation, if any Agent, in its sole discretion, determines that
            such confirmation of approval shall be required."

      (i) The following definitions in Appendix A to the Receivables Purchase
Agreement are hereby deleted in full:

            "Blue Ridge";

            "Blue Ridge Broken Funding Costs";

            "Blue Ridge CP Costs";

            "Blue Ridge Liquidity Agreement";

            "Blue Ridge Liquidity Bank";

            "Blue Ridge Purchaser Agent";

            "Blue Ridge Purchaser Account";

            "Blue Ridge Purchaser Group"; and

            "Blue Ridge Purchaser Group Limit".

                                       6
<PAGE>

      (j) The following definitions are added in the appropriate alphabetical
order to in Appendix A to the Receivables Purchase Agreement :

            "Alternate Funding: An EagleFunding Alternate Funding and a Liberty
            Street Alternate Funding.

            "Fee Letter: For each Purchaser Group, the fee letter (including all
            amendments, modifications, restatements, replacements and addendums
            thereto) entered into from time to time by the Seller and the
            members of such Purchaser Group."

            "EagleFunding: EagleFunding Capital Corporation and its successors
            and assigns."

            EagleFunding Alternate Funding: The portion of the outstanding
            Invested Amount of any Asset Tranche that is funded by the
            EagleFunding Investors pursuant to Section 1.1

            "EagleFunding Broken Funding Costs: For any Asset Tranche funded by
            any EagleFunding Investor which: (i) has its Purchaser Group
            Invested Amount reduced without compliance by the Seller with the
            notice requirements hereunder, (ii) does not become subject to a
            reduction following the delivery of any reduction notice pursuant to
            Section 3.2(b), or (iii) is assigned under an EagleFunding Liquidity
            Agreement or terminated prior to the date on which it was originally
            scheduled to end, including by the written notice of Seller that it
            wishes to terminate the facility evidenced by this Agreement; an
            amount equal to the excess, if any, of (A) the EagleFunding CP Costs
            or Earned Discount (as applicable) that would have accrued during
            the remainder of the Yield Periods or the tranche periods for
            Commercial Paper determined by the EagleFunding Purchaser Agent to
            relate to such Asset Tranche (as applicable) subsequent to the date
            of such reduction, assignment or termination (or in respect of
            clause (ii) above, the date such reduction was designated to occur
            pursuant to the reduction notice) of the EagleFunding Invested
            Amount of such Asset Tranche if such reduction, assignment or
            termination had not occurred or such Reduction Notice had not been
            delivered, over (B) the sum of (x) to the extent all or a portion of
            such EagleFunding Invested Amount is allocated to another Asset
            Tranche, the amount of Eagle Funding CP Costs or Earned Discount
            actually accrued during the remainder of such period on such
            EagleFunding Invested Amount for the new Asset Tranche, and (y) to
            the extent such EagleFunding Invested Amount is not allocated to
            another Asset Tranche, the income, if any, actually received during
            the remainder of such period by the holder of such Asset Tranche
            from investing the portion of such EagleFunding Invested Amount not
            so allocated. All EagleFunding Broken Funding Costs shall be due and
            payable hereunder upon after written demand."

            "EagleFunding CP Costs: For any CP Accrual Period for any Asset
            Tranche owned by EagleFunding if and to the extent EagleFunding
            funds the Purchase or

                                       7
<PAGE>

            maintenance of its Asset Tranche by the issuance of commercial paper
            notes during such period, the per annum rate equivalent to the
            "weighted average cost" (as defined below) related to the issuances
            of commercial paper notes that are allocated, in whole or in part,
            by EagleFunding (or by its administrator) to fund or maintain the
            Asset Tranche (and which may also be allocated in part to the
            funding of other assets of EagleFunding); provided, however, that if
            any component of such rate is a discount rate, in calculating the
            "CP Rate" for such CP Accrual Period, EagleFunding shall for such
            component use the rate resulting from converting such discount rate
            to an interest bearing equivalent rate per annum. As used in this
            definition, EagleFunding's "weighted average cost" shall consist of
            (w) the actual interest rate (or discount) paid to purchasers of
            EagleFunding's commercial paper notes, together with dealer fees or
            commissions, to the extent allocated, in whole or in part, to
            EagleFunding's commercial paper notes by EagleFunding (or its
            administrator), (x) certain documentation and transaction costs
            associated with the issuance of such commercial paper notes, (y) any
            incremental carrying costs incurred with respect to commercial paper
            notes maturing on dates other than those on which corresponding
            funds are received by EagleFunding and (z) other borrowing by
            EagleFunding, including borrowings to fund small or odd dollar
            amounts that are not easily accommodated in the commercial paper
            market."

            "EagleFunding Investors: Fleet National Bank and such other
            financial institutions from time to time identified as "EagleFunding
            Investors"."

            "EagleFunding Liquidity Agreement: The Liquidity Asset Purchase
            Agreement, dated as of December 31, 2003, by and among EagleFunding,
            Fleet Securities, Inc., Fleet National Bank and the EagleFunding
            Liquidity Banks."

            "EagleFunding Liquidity Bank: The commercial lending institutions
            that are at any time parties to the EagleFunding Liquidity
            Agreement."

            "EagleFunding Purchaser Agent: Fleet Securities, Inc. and its
            successors."

            "EagleFunding Purchaser Account: Account number 014-19-647 at
            Bankers Trust, ABA number 021001033, reference: LPAC Corp."

            "EagleFunding Purchaser Group: EagleFunding, Fleet National Bank,
            each other EagleFunding Liquidity Bank, the EagleFunding Purchaser
            Agent, together with their respective successors, assigns and
            participants."

            "EagleFunding Purchaser Group Limit: $50,000,000."

            "Effective Date" December 31, 2003."

            "Program Fee: The aggregate "Program Fee" set forth in each Fee
            Letter."

                                       8
<PAGE>

            "Unused Fee: The aggregate "Unused Fee" set forth in each Fee
            Letter."

      (k) Schedule 14.2 of the Receivables Purchase Agreement is hereby deleted
and replaced with Schedule 14.2 attached hereto.

      SECTION 3. Effective Date. This Amendment shall become effective as of the
date (the "Effective Date") on which each of the following conditions precedent
shall have been satisfied:

      (a) Amendments. Each of the following shall have been executed and
delivered by a duly authorized officer of each party thereto: (i) this
Amendment, (ii) each amendment dated the date hereof to each of the Lockbox
Agreements and (ii) each of the Fee Letters dated the date hereof.

      (b) Fees and Amounts owing to Blue Ridge. (i) All of the fees and other
amounts due and payable on the date hereof pursuant to the Fee Letters shall
have been received by each of the Agents by wire transfer in immediately
available funds and (ii) the Blue Ridge Purchaser Agent shall have received, by
wire transfer in immediately available funds, the Blue Ridge Repayment Amount.

      (c) Financing Statements and Search Reports. The Administrative Agent
shall have received:

            (i) Acknowledgement copies of proper Financing Statements and/or
      amendments to existing Financing Statements, duly filed with the
      appropriate filing offices before the Effective Date, or other similar
      instruments or documents, as may be necessary or, in the opinion of the
      Scotiabank, desirable under the UCC of all appropriate jurisdictions or
      any comparable law to perfect the Secured Parties' security interest in
      the Collateral.

            (ii) Certified copies of Requests for Information or Copies (Form
      UCC-11) (or a similar search report certified by a party acceptable to
      Scotiabank), dated before the Effective Date, listing all effective
      financing statements which name the Seller as debtor and which are filed
      with the Delaware Secretary of State.

      (d) Representations and Warranties. Each Agent shall have received a
Certificate of an officer of each of the Seller and the Master Servicer
certifying that the representations and warranties of each of the Seller and the
Master Servicer contained in the Transaction Documents are true and correct on
and as of the date hereof as though made on and as of the date hereof.

      (e) Covenants. The Seller and the Master Servicer shall each be in
compliance with each of its covenants set forth herein and each of the
Transaction Documents to which it is a party.

      (f) No Default. No event has occurred which constitutes a Liquidation
Event and the Termination Date shall not have occurred.

                                       9
<PAGE>

      (g) Other Information. The Seller and the Master Servicer shall each have
taken such other action, including delivery of approvals, consents, opinions,
documents and instruments, as Scotiabank may request.

      SECTION 4. Miscellaneous.

      (a) Audit. Each of the Seller, the Master Servicer and each Originator
(each, a "Lennox Party") hereby agrees, notwithstanding any provision to the
contrary in any Transaction Document, and in addition to any right contained in
the Transaction Documents, that within sixty (60) days after the Effective Date,
to permit each Purchaser Agent, on the related Purchaser's behalf, or any of its
agents or representatives, (i) to examine and make copies of and abstracts from
all books, records and documents (including, without limitation, computer tapes
and disks) in the possession or under the control of such Lennox Party relating
to Pool Receivables, including, without limitation, the related Contracts and
purchase orders and other agreements, and (ii) to visit the offices and
properties of such Lennox Party for the purpose of examining such materials
described in clause (a)(i) next above, and to discuss matters relating to Pool
Receivables or such Seller Party's performance hereunder with any of the
officers or employees (with notification to and coordination with the treasurer
of such Lennox Party or his/her designee) of such Lennox Party having knowledge
of such matters; (x) permit each Purchaser Agent or any of its respective agents
or representatives to meet with the independent auditors of such Lennox Party,
to review such auditors' work papers and otherwise to review with such auditors
the books and records of such Lennox Party with respect to the Pool Receivables
and Related Assets; and (y) without limiting the provisions of clause (x) or (y)
next above, from time to time, at the expense of such Lennox Party, permit
certified public accountants or other auditors acceptable to each Purchaser
Agent to conduct a review of such Lennox Party's books and records with respect
to the Pool Receivables and Related Assets.

      (b) Independent Director. Lennox and each of the Originators hereby agree
with the Seller for the benefit of each of the Purchasers that they will take
all action necessary to obtain the services of, and shall vote their shares of
stock of the Seller in favor of, a independent director to serve on the board of
directors of the Seller, such independent director to be subject to the prior
written approval of each of the Agents (such independent director being the
"Independent Director"). Lennox and each of the Originators hereby agree with
the Seller for the benefit of each of the Purchasers that the Seller will at all
times from and after April 30, 2004 have at least one (1) Independent Director.

      (c) References in Transaction Documents. Upon the effectiveness of this
Amendment, each reference in a Transaction Document to "this Agreement",
"hereunder", "hereof", "herein", or words of like import shall mean and be a
reference to such Transaction Document as amended hereby, and each reference to
a Transaction Document in any other Transaction Document or any other document,
instrument or agreement, executed and/or delivered in connection with any
Transaction Document shall mean and be a reference to such Transaction Document
as amended hereby.

                                       10
<PAGE>

      (d) Effect on Transaction Documents. Except as specifically amended above,
the Transaction Documents and all other documents, instruments and agreements
executed and/or delivered in connection therewith shall remain in full force and
effect and are hereby ratified and confirmed.

      (e) No Waiver. The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of any Person under
any Transaction Document or any other document, instrument or agreement executed
in connection therewith, nor constitute a waiver of any provision contained
therein.

      (f) Successors and Assigns. This Amendment shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
assigns.

      (g) Counterparts. This Amendment may be executed in any number of
counterparts, and by the different parties hereto on the same or separate
counterparts, each of which shall be deemed to be an original instrument but all
of which together shall constitute one and the same agreement. Delivery of an
executed counterpart of a signature page by facsimile shall be effective as
delivery of a manually executed counterpart of this Amendment.

      (h) Headings. The descriptive headings of the various sections of this
Amendment are inserted for convenience of reference only and shall not be deemed
to affect the meaning or construction of any of the provisions hereof.

      (i) Amendments. This Amendment may not be amended or otherwise modified
except as provided in the Transaction Documents.

      (j) GOVERNING LAW. THIS AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE
VALLIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH,THE LAWS OF THE STATE OF NEW YORK, OTHER THAN THE CONFLICT OF
LAW RULES THEREOF.

                                       11
<PAGE>

      IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their respective officers thereunto duty authorized, as of the date first
above written.

                                           LPAC CORP.

                                           By:_________________________________
                                           Name:_______________________________
                                           Title:______________________________

                                           LENNOX INTERNATIONAL INC.

                                           By:_________________________________
                                           Name:_______________________________
                                           Title:______________________________

                                           LENNOX INDUSTRIES INC.

                                           By:_________________________________
                                           Name:_______________________________
                                           Title:______________________________

                                           ADVANCED DISTRIBUTOR PRODUCTS LLC

                                           By:_________________________________
                                           Name:_______________________________
                                           Title:______________________________

                                           HEATCRAFT REFRIGERATION PRODUCTS LLC

                                           By:_________________________________
                                           Name:_______________________________
                                           Title:______________________________

                                           [signatures continue]

<PAGE>

                                           WACHOVIA BANK, NATIONAL ASSOCIATION,

                                           By:_________________________________
                                           Name:_______________________________
                                           Title:______________________________

                                           BLUE RIDGE ASSET FUNDING CORPORATION,

                                           By: Wachovia Capital Markets, LLC,
                                               as Attorney-in-Fact

                                           By:_________________________________
                                           Name:_______________________________
                                           Title:______________________________

                                           [signatures continue]

<PAGE>

                                           LIBERTY STREET FUNDING CORP.,

                                           By:_________________________________
                                           Name:_______________________________
                                           Title:______________________________

                                           THE BANK OF NOVA SCOTIA,

                                           By:_________________________________
                                           Name:_______________________________
                                           Title:______________________________

                                           [signatures continue]

<PAGE>

                                           EAGLEFUNDING CAPITAL CORPORATION,
                                                   By: Fleet Securities, Inc.,
                                                       as attorney-in-fact

                                           By:_________________________________
                                           Name:_______________________________
                                           Title:______________________________

                                           FLEET NATIONAL BANK,
                                                   By: Fleet Securities, Inc.,
                                                       as attorney-in-fact

                                           By: ________________________________
                                               as agent for Fleet National Bank
                                           Name:_______________________________
                                           Title:______________________________

                                           FLEET SECURITIES, INC.

                                           By:_________________________________
                                           Name:_______________________________
                                           Title:______________________________

                                           [end of signatures]

<PAGE>

                                  SCHEDULE 14.2

                                NOTICE ADDRESSES

Seller:
         LPAC Corp.
         Mail:                      P. O. Box 799900
                                    Dallas, TX  75379-9900
         Physical Address:          2140 Lake Park Blvd.
                                    Richardson, TX  75080-2254
         Attention:                 Gregg Moseman, Assistant Treasurer
         Phone No.:                 972-497-6935
         Facsimile No.:             972-497-6940

Servicer:
         Lennox Industries Inc.
         Mail:                      P. O. Box 799900
                                    Dallas, TX  75379-9900
         Physical Address:          2100 Lake Park Blvd.
                                    Richardson, TX  75080-2254
         Attention:                 Michael E. Kinney, Controller,
                                    North American Sales
         Phone No.:                 972-497-5363
         Facsimile No.:             972-497-5254
         Physical Address:          400 Norris Glen Road
                                    Etobicoke,  ON, Canada  M9C 1H5

<PAGE>

Copies to:
         Kenneth C. Fernandez, Assistant General Counsel
         Lennox International Inc.
         Mail:                      P. O. Box 799900
                                    Dallas, TX  75379-9900
         Physical Address:          2140 Lake Park Blvd.
                                    Richardson, TX  75080-2254
         Facsimile No.:             972-497-5268

         Gregory Moseman, Assistant Treasurer
         Lennox International Inc.
         Mail:                      P. O. Box 799900
                                    Dallas, TX  75379-9900
         Physical Address:          2140 Lake Park Blvd.
                                    Richardson, TX  75080-2254
         Facsimile No.:             972-497-6940

Liberty Street Funding Corp.:

c/o Liberty Street Funding Corp.
114 West 47th Street, Suite 175
New York, NY 10036
Attention:  Andrew L. Stidd
Telephone: (212) 302-5151
Facsimile: (212) 302-8767

with a copy to:

The Bank of Nova Scotia
One Liberty Plaza
New York, NY 10006
Attention:
Telephone: (212) 225-5000
Facsimile: (212) 225-5090

Administrative Agent, Liberty Street Purchaser Agent and Liberty Street
Investor:

The Bank of Nova Scotia
One Liberty Plaza
New York, NY 10006
Attention:
Telephone: (212) 225-5000
Facsimile: (212) 225-5090

<PAGE>

EagleFunding:

EagleFunding Capital Corporation
c/o Lord Securities Corporation
48 Wall Street, 27th Floor
New York, New York 10005
Attention: Ben Abedine
Telephone: (212) 346-9010
Telecopy: (212) 346-9012

With a copy to:

FLEET SECURITIES, INC.
100 Federal Street
Boston, Massachusetts 02110
Attention: Asset Securitization Group - LPAC Corp.
Telephone: (617) 434-5241
Telecopy:   (617) 434-5719

FLEET NATIONAL BANK
100 Federal Street
Boston, Massachusetts  02110
Attention: Asset Securitization Group - LPAC Corp.
Telephone: (617) 434-5241
Telecopy:   (617) 434-5719

EagleFunding Purchaser Agent:

FLEET SECURITIES, INC.
100 Federal Street
Boston, Massachusetts 02110
Attention: Asset Securitization Group - LPAC Corp.
Telephone: (617) 434-5241
Telecopy:   (617) 434-5719

<PAGE>

                                     ANNEX A

                           BLUE RIDGE REPAYMENT AMOUNT

<TABLE>
<S>                                                     <C>
Total Discount , Principal and Used and Unused Fees:    $30,967.50
Legal                                                   $   987.74
                                                        ----------

Total:                                                  $31,955.24
                                                        ==========
</TABLE>