Ex-10.1



 Exhibit 10.1 

LPAC Corp. 
 2140 Lake Park
Blvd. 
 Richardson, TX 75080-2254 

As of December 15, 2014 
 The Bank of
Tokyo-Mitsubishi UFJ, Ltd. 
 Securitization Group 
 1251 Avenue
of the Americas, 12th Floor 
 New York, NY 10020-1104 
 PNC
Bank, National Association 
 Three PNC Plaza, 4th Floor 

225 Fifth Avenue 
 Pittsburgh, PA 15222-2707 

The Investors party to the 
 RPA referred to below 

Re: Revised Purchased Limits 

Reference is made 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 and PNC BANK, NATIONAL ASSOCIATION, as the purchaser agent for the PNC Purchaser Group (in such capacity, the “PNC Purchaser Agent”) and a PNC Liquidity Bank. Capitalized
terms used and not otherwise defined in this letter agreement shall have the meanings given to such terms in the RPA. 
 The Company hereby
requests, and by its execution below, each Agent and each Investor hereby agree, that, upon the execution of this letter by the parties hereto, each of the Purchase Limit, the BTMU Purchaser Group Limit and the PNC Purchaser Group Limits shall be
amended so that each such amount for any period shall be the respective corresponding amount for such period set forth below: 
  

													
	 Period
	  	Purchase Limit	 	  	BTMU
Purchaser
Group Limit	 	  	PNC
Purchaser
Group Limit	 
	 Reporting Date in February until the date preceding the Reporting Date in March
	  	$	180,000,000	  	  	$	90,000,000	  	  	$	90,000,000	  
	 Reporting Date in March until the date preceding the Reporting Date in April
	  	$	180,000,000	  	  	$	90,000,000	  	  	$	90,000,000	  
	 Reporting Date in April until the date preceding the Reporting Date in May
	  	$	220,000,000	  	  	$	110,000,000	  	  	$	110,000,000	  
	 Reporting Date in May until the date preceding the Reporting Date in June
	  	$	220,000,000	  	  	$	110,000,000	  	  	$	110,000,000	  
	 Reporting Date in June until the date preceding the Reporting Date in July
	  	$	220,000,000	  	  	$	110,000,000	  	  	$	110,000,000	  









													
	 Period
	  	Purchase Limit	 	  	BTMU
Purchaser
Group Limit	 	  	PNC
Purchaser
Group Limit	 
	 Reporting Date in July until the date preceding the Reporting Date in August
	  	$	220,000,000	  	  	$	110,000,000	  	  	$	110,000,000	  
	 Reporting Date in August until the date preceding the Reporting Date in September
	  	$	220,000,000	  	  	$	110,000,000	  	  	$	110,000,000	  
	 Reporting Date in September until the date preceding the Reporting Date in October
	  	$	220,000,000	  	  	$	110,000,000	  	  	$	110,000,000	  
	 Reporting Date in October until the date preceding the Reporting Date in November
	  	$	220,000,000	  	  	$	110,000,000	  	  	$	110,000,000	  
	 Reporting Date in November until the date preceding the Reporting Date in December
	  	$	220,000,000	  	  	$	110,000,000	  	  	$	110,000,000	  
	 Reporting Date in December until the date preceding the Reporting Date in January
	  	$	220,000,000	  	  	$	110,000,000	  	  	$	110,000,000	  
	 Reporting Date in January until the date preceding the Reporting Date in February
	  	$	180,000,000	  	  	$	90,000,000	  	  	$	90,000,000	  

 This letter agreement shall be a Transaction Document under the RPA. 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 hereby, 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. The Company agrees to pay on demand all reasonable costs and expenses in
connection with the preparation, execution and delivery of this letter agreement, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto. 

Lennox International hereby consents to the amendments to the RPA contained herein 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. On and after the date hereof, 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 hereby, and as hereafter amended or restated 

THIS LETTER 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). This Letter 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 agreement. Delivery of an executed counterpart of a signature page to this Letter 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 Letter. 
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of this page intentionally left blank] 

  
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	Sincerely,
	
	LPAC CORP., as Company
		
	By:	 	 /s/ Rick Pelini

		 	Name: Rick Pelini
		 	Title: President, Treasurer


  

			
	AGREED AND CONSENTED TO:
	
	 LENNOX INDUSTRIES INC., as
 Master
Servicer

		
	By:	 	 Rick Pelini

		 	Name: Rick Pelini
		 	Title: Vice President, Treasurer
	
	 LENNOX INTERNATIONAL INC. (solely for

Purposes of the penultimate paragraph hereof)

		
	By:	 	 Rick Pelini

		 	Name: Rick Pelini
		 	Title: Vice President, Treasurer









			
	AGREED AND CONSENTED TO:
	
	VICTORY RECEIVABLES CORPORATION, as a Purchaser
		
	By:	 	David V. DeAngelis
		 	Name: David V. DeAngelis
		 	Title: Vice President
	
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
	NEW YORK BRANCH, as Administrative Agent
		
	By:	 	Devang Sodha
		 	Name: Devang Sodha
		 	Title: Director
	
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
	NEW YORK BRANCH, as BTMU Purchaser Agent
		
	By:	 	Devang Sodha
		 	Name: Devang Sodha
		 	Title: Director
	
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
	NEW YORK BRANCH, as a Liquidity Bank
		
	By:	 	Christine Howatt
		 	Name: Christine Howatt
		 	Title: Authorized Signatory









			
	AGREED AND CONSENTED TO:
	
	PNC BANK, NATIONAL ASSOCIATION, as PNC Purchaser Agent
		
	By:	 	/s/ Robyn Reeher
		 	Name: Robyn Reeher
		 	Title: Vice President
	
	PNC BANK, NATIONAL ASSOCIATION, as a Liquidity Bank
		
	By:	 	/s/ Robyn Reeher
		 	Name: Robyn Reeher
		 	Title: Vice President