EX-10.1



 Exhibit 10.1 

AMENDMENT NO. 5 TO 
 AMENDED AND
RESTATED RECEIVABLES PURCHASE AGREEMENT 
 This AMENDMENT NO. 5, dated as of June 30, 2016 (this “Amendment”), is
made with respect to that certain Amended and Restated Receivables Purchase Agreement, dated as of November 18, 2011 (as amended, restated, supplemented or otherwise modified, the “RPA”), among LPAC CORP., a Delaware
corporation (the “Company”), as seller, LENNOX INDUSTRIES INC., a Delaware corporation (“Lennox”), as master servicer thereunder (in such capacity, the “Master Servicer”),
VICTORY RECEIVABLES CORPORATION, a Delaware corporation, as a Purchaser, and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as administrative agent for the Investors (in such capacity, the “Administrative Agent”),
the purchaser agent for the BTMU Purchaser Group (in such capacity, the “BTMU Purchaser Agent”) and a BTMU Liquidity Bank. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given to
such terms in the RPA. 
 Preliminary Statements 

(1) Each of the parties to the RPA desires to amend the RPA on the conditions set forth herein. 

NOW, THEREFORE, the signatories hereto agree as follows: 

SECTION 1.Amendment to the RPA. Effective as of July 5, 2016 in accordance with Section 2 of this Amendment, the RPA is
amended as follows: 
 (a) The definition of “BTMU Purchaser Group Limit” contained in APPENDIX A (DEFINITIONS) to the RPA is
amended by deleting the table set forth therein in its entirety and inserting in lieu thereof the following table: 
  

					
	 Period
	  	BTMU Purchaser Group
Limit	 
	 Reporting Date in February until the date preceding the Reporting Date in March
	  	$	200,000,000	  
	 Reporting Date in March until the date preceding the Reporting Date in April
	  	$	200,000,000	  
	 Reporting Date in April until the date preceding the Reporting Date in May
	  	$	250,000,000	  
	 Reporting Date in May until the date preceding the Reporting Date in June
	  	$	250,000,000	  
	 Reporting Date in June until the date preceding the Reporting Date in July
	  	$	250,000,000	  
	 Reporting Date in July until the date preceding the Reporting Date in August
	  	$	325,000,000	  
	 Reporting Date in August until the date preceding the Reporting Date in September
	  	$	325,000,000	  
	 Reporting Date in September until the date preceding the Reporting Date in October
	  	$	325,000,000	  
	 Reporting Date in October until the date preceding the Reporting Date in November
	  	$	250,000,000	  
	 Reporting Date in November until the date preceding the Reporting Date in December
	  	$	250,000,000	  
	 Reporting Date in December until the date preceding the Reporting Date in January
	  	$	250,000,000	  
	 Reporting Date in January until the date preceding the Reporting Date in February
	  	$	200,000,000	  








 (b) The definitions of “Default Ratio”, “Defaulted Receivable” and
“Dilution Volatility Component” contained in APPENDIX A (DEFINITIONS) to the RPA are each amended by deleting each such definition in its entirety and inserting in lieu thereof the following:
 
 Default Ratio: At any time, an amount (expressed as a percentage) equal to a fraction (i) the numerator of which is
equal to the sum of the Unpaid Balances of Eligible Receivables, during the immediately preceding Collection Period, as to which, without duplication, (A) any payment, or part thereof, remains unpaid for more than 150 days, but less than 181 days,
from the original due date for such payment or (B) any portion of the Unpaid Balance (including amounts related to an Event of Bankruptcy) or other payment due in respect thereof was (or should have been) written off and (ii) the denominator of
which is the amount of sales generated during the Collection Period six months prior to the immediately preceding Collection Period. 

Defaulted Receivable: A Receivable as to which, without duplication, (i) any payment, or part thereof, remains unpaid for more
than 120 days from the original due date for such payment, (ii) any portion of the Unpaid Balance or other payment due in respect thereof was (or should have been) written off prior to the 120th day following the original due date for such payment,
or (iii) an Event of Bankruptcy shall have occurred with respect to the Obligor thereof or any other Person obligated thereon or owning any Related Security in respect thereof. 

Dilution Volatility Component: The product of (i) the positive excess, if any, of (A) the highest three month rolling
average Dilution Ratio over the past 12 months over (B) the Adjusted Dilution Ratio and (ii) a fraction, the numerator of which is the highest three month rolling average Dilution Ratio over the past 12 months and the denominator of which
is the Adjusted Dilution Ratio. 
 (c) The definition of “Eligible Receivable” contained in APPENDIX A (DEFINITIONS) to the RPA is
amended by deleting clause (iii) thereof in its entirety and inserting in lieu thereof the following: 
 “(iii) the
Obligor of which is (A) a resident of the United States, or any of its possessions or territories; provided, however, that a Receivable that is otherwise an “Eligible Receivable” but for this clause (iii)(A) shall be
an Eligible Receivable if (a) the Obligor of such Receivable is domiciled in Canada, or any of its provinces or territories, and the Unpaid Balance of such Receivable, when added to the Unpaid Balance of all other Receivables as to which the
Obligors are residents of Canada, or any of its provinces or territories, classified at such time as Eligible Receivables pursuant to this clause (a), would not exceed 5% of the aggregate Unpaid Balance of all Eligible Receivables at such time; and
(b) the Unpaid Balance of such Receivable, when added to the Unpaid Balance of all other Receivables as to which the Obligors are not residents of the United States or Canada, or any of its possessions, provinces or territories, classified


  
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at such time as Eligible Receivables pursuant to this clause (b), would not exceed 6% of the aggregate Unpaid Balance of all Eligible Receivables at such time; provided,
further, that at no time shall (x) a Receivable as to which the Obligor is domiciled in a non-OECD member country, and that is otherwise classified at such time as an “Eligible Receivable”, be an Eligible Receivable if the Unpaid
Balance of such Receivable, when added to the Unpaid Balance of all other Receivables as to which the Obligors are domiciled in non-OECD member countries, and that are otherwise classified at such time as Eligible Receivables, would exceed 3% of the
aggregate Unpaid Balance of all Eligible Receivables at such time, and (y) any Receivable the Obligor of which is domiciled in Venezuela be classified as an Eligible Receivable, (B) not an Affiliate or employee of any Seller Party, and (C) not a
Sanctioned Person nor organized or resident in a Sanctioned Country; 
 (d) The definition of “Purchaser Limit” contained in
APPENDIX A (DEFINITIONS) to the RPA is amended by deleting the table set forth therein in its entirety and inserting in lieu thereof the following table: 
  

					
	 Period
	  	Purchaser Limit	 
	 Reporting Date in February until the date preceding the Reporting Date in March
	  	$	200,000,000	  
	 Reporting Date in March until the date preceding the Reporting Date in April
	  	$	200,000,000	  
	 Reporting Date in April until the date preceding the Reporting Date in May
	  	$	250,000,000	  
	 Reporting Date in May until the date preceding the Reporting Date in June
	  	$	250,000,000	  
	 Reporting Date in June until the date preceding the Reporting Date in July
	  	$	250,000,000	  
	 Reporting Date in July until the date preceding the Reporting Date in August
	  	$	325,000,000	  
	 Reporting Date in August until the date preceding the Reporting Date in September
	  	$	325,000,000	  
	 Reporting Date in September until the date preceding the Reporting Date in October
	  	$	325,000,000	  
	 Reporting Date in October until the date preceding the Reporting Date in November
	  	$	250,000,000	  
	 Reporting Date in November until the date preceding the Reporting Date in December
	  	$	250,000,000	  
	 Reporting Date in December until the date preceding the Reporting Date in January
	  	$	250,000,000	  
	 Reporting Date in January until the date preceding the Reporting Date in February
	  	$	200,000,000	  

 SECTION 2. Effectiveness. This Amendment shall become effective July 5, 2016 so long as, as of the
date hereof: 
 (a) each of the Administrative Agent and the BTMU Purchaser Agent shall have received, in form and substance satisfactory to
it, executed counterparts of this Amendment; and 

  
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 (b) the Administrative Agent and each Purchaser Agent shall have received, in form and substance
satisfactory to it, a copy of the resolutions of the board of directors (or similar governing body) of the Seller and the Master Servicer approving this Amendment and the transactions contemplated hereby, certified by its secretary or any other
authorized person. 
 SECTION 3. Transaction Document. This Amendment shall be a Transaction Document under the RPA. 

SECTION 4. Representations and Warranties. 

(a) Each of the Company and the Master Servicer makes, as to itself (except where specifically provided otherwise therein), each of the
representations and warranties contained in Section 6.1 of the RPA (after giving effect to this Amendment). 
 SECTION 5. Confirmation of
RPA; No Other Modifications.
 (a) Each reference in the RPA to “this Agreement” or “the Agreement”, or
“hereof,” “hereunder” or words of like import, and each reference in any other Transaction Document to the RPA, shall mean the RPA as amended by this Amendment, and as hereafter amended or restated. Except as herein expressly
amended, the RPA is ratified and confirmed in all respects and shall remain in full force and effect in accordance with its terms. 

SECTION 6. Affirmation and Consent of Lennox International. Lennox International hereby consents to this Amendment and hereby affirms
and agrees that the Assurance Agreement is, and shall continue to be, in full force and effect and is hereby ratified and affirmed in all respects. Upon the effectiveness of, and on and after the date of, the Amendment, each reference in the
Assurance Agreement to the RPA, “thereunder”, “thereof” or words of like import with respect to the RPA shall mean and be a reference to the RPA as amended by this Amendment, and as hereafter amended or restated. 

SECTION 7. Costs and Expenses. The Company agrees to pay on demand all reasonable costs and expenses in connection with the
preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto. 

SECTION 8. GOVERNING LAW. THIS AMENDMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 

  
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 SECTION 9. Execution in Counterparts. This Amendment may be executed in any number of
counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Amendment. Delivery of an
executed counterpart of a signature page to this Amendment by facsimile or by electronic mail in portable document format (.pdf) shall be as effective as delivery of a manually executed counterpart of a signature page of this Amendment. 

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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 Company
		
	By:	 	 /s/ Rick Pelini

		 	Name: Richard A. Pelini
		 	Title: President, Treasurer
	
	LENNOX INDUSTRIES INC., as Master Servicer
		
	By:	 	 /s/ Rick Pelini

		 	Name: Richard A. Pelini
		 	Title: Vice President, Treasurer
	
	LENNOX INTERNATIONAL INC.
		
	By:	 	 /s/ Rick Pelini

		 	Name: Richard A. Pelini
		 	Title: Vice President, Treasurer









 
			
	VICTORY RECEIVABLES CORPORATION, as a Purchaser
		
	By:	 	 /s/ David DeAngelis

		 	Name: David DeAngelis
		 	Title: Vice President
	
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Administrative Agent
		
	By:	 	 /s/ Eric Williams

		 	Name: Eric Williams
		 	Title: Managing Director
	
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as BTMU Purchaser Agent
		
	By:	 	 /s/ Eric Williams

		 	Name: Eric Williams
		 	Title: Managing Director
	
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as a Liquidity Bank
		
	By:	 	 /s/ Eric Williams

		 	Name: Eric Williams
		 	Title: Managing Director