exv10w1



 







EXHIBIT 10.1


Execution version




SIXTH AMENDMENT TO

SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT




     THIS SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT(this
“Amendment”), dated as of December 14, 2005, is entered into, by and among LENNOX
INDUSTRIES INC., an Iowa corporation, (“Lennox” or the “Master Servicer”), LPAC
CORP., a Delaware corporation (“LPAC” or the “Company”), LIBERTY STREET FUNDING
CORP. (“Liberty Street”), the investors named in the Purchase Agreement (defined below),
THE BANK OF NOVA SCOTIA (“Scotiabank”) YC SUSI TRUST (“Yorktown”), BANK OF AMERICA,
NATIONAL ASSOCIATION (the “Yorktown Agent”) and THE YORKTOWN INVESTORS. Capitalized terms
used and not otherwise defined herein are used as defined in the Purchase Agreement (as defined
below).



     WHEREAS, LPAC, Lennox, Liberty Street, the investors named therein, Scotiabank, Yorktown, the
Yorktown Agent, and the Yorktown Investors are party to that certain Second Amended and Restated
Receivables Purchase Agreement, dated as of June 16, 2003 (as amended, supplemented or otherwise
modified through the date hereof, the “Purchase Agreement); and



     WHEREAS, the parties hereto desire to amend the Purchase Agreement as set forth herein.



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



     SECTION 1. Amendments to Purchase Agreement.



     (a) Clause (i) of the definition of “Funding Termination Date” in Appendix A to the Purchase
Agreement is hereby deleted and replaced with the following:




     “(i) December 14, 2006, or such later date as may, from time to time, be agreed to in
writing by the Agents;”



     SECTION 2. Representations and Warranties.



     Each Seller Party hereby certifies that, subject to the effectiveness of this Amendment, each
of the representations and warranties set forth in Article VI of the Receivables Purchase
Agreement is true and correct on the date hereof, as if each such representation and warranty were
made on the date hereof.



     SECTION 3. Purchase Agreement in Full Force and Effect as Amended.



     Except as specifically amended hereby, the Purchase Agreement shall remain in full force and
effect. All references to the Purchase Agreement shall be deemed to mean the Purchase Agreement as
modified hereby. This Amendment shall not constitute a novation of the Purchase



 









 







Agreement, but shall constitute an amendment thereof. The parties hereto agree to be bound by
the terms and conditions of the Purchase Agreement, as amended by this Amendment, as though such
terms and conditions were set forth herein.



     SECTION 4. Miscellaneous.



     (a) 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 or other electronic
transmission shall be effective as delivery of a manually executed counterpart of this Amendment.



     (b) 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.



     (c) This Amendment may not be amended or otherwise modified except as provided in the
Agreement.



     (d) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



[remainder of page intentionally left blank]




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



	 	 	 	 	 	 
	 
	 	LPAC CORP.,
as Seller	 	 

	 
	 	 	 	 
	 

	 	By:
	 	/s/ Gary A. Larson
	 

	 	 	 	 
	 

	 	Name:
	 	Gary A. Larson
	 

	 	 	 	 
	 

	 	Title:
	 	Treasurer
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	LENNOX INDUSTRIES INC.,
as Master Servicer	 	 

	 
	 	 	 	 
	 

	 	By:
	 	/s/ Gary A. Larson
	 

	 	 	 	 
	 

	 	Name:
	 	Gary A. Larson
	 

	 	 	 	 
	 

	 	Title:
	 	Treasurer
	 

	 	 	 	 





[additional signatures to follow]




 









 








	 	 	 	 	 	 
	 
	 	LIBERTY STREET FUNDING CORP.,
as a Purchaser	 	 

	 
	 	 	 	 
	 

	 	By:
	 	/s/ Bernard J. Angelo
	 

	 	 	 	 
	 

	 	Name:
	 	Bernard J. Angelo
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	THE BANK OF NOVA SCOTIA,
as Liberty Street Purchaser Agent and
Liberty Street Investor	 	 

	 
	 	 	 	 
	 

	 	By:
	 	/s/ Norman Last
	 

	 	 	 	 
	 

	 	Name:
	 	Norman Last
	 

	 	 	 	 
	 

	 	Title:
	 	Managing Director
	 

	 	 	 	 





[additional signatures to follow]




 









 








	 	 	 	 	 	 
	 
	 	YC SUSI TRUST,

as the Yorktown Purchaser	 	 

	 
	 	 	 	 
	 

	 	By:
	 	Bank of America, National Association, as

Administrative Trustee
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John Zeszutek
	 

	 	Name:

Title:
	 	John Zeszutek

Vice President
	 
	 	 	 	 
	 
	 	BANK OF AMERICA, NATIONAL ASSOCIATION,
as the Yorktown Investor	 	 

	 
	 	 	 	 
	 

	 	By:
	 	/s/ John Zeszutek
	 

	 	Name:

Title:
	 	John Zeszutek

Vice President
	 
	 	 	 	 
	 
	 	BANK OF AMERICA, NATIONAL ASSOCIATION,
as the Yorktown Purchaser Agent	 	 

	 
	 	 	 	 
	 

	 	By:
	 	/s/ John Zeszutek
	 

	 	Name:

Title:
	 	John Zeszutek

Vice President






[end of signatures]