ASSIGNMENT AND ASSUMPTION AGREEMENT

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                                                                   EXHIBIT 10.10

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

            THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Assignment"), dated

as of May 5, 2004, by and among:

            (1) EagleFunding Capital Corporation ("Assigning Purchaser") and YC

SUSI Trust, ("Purchasing Purchaser");

            (2) Fleet National Bank ("Assigning EagleFunding Investor") and Bank

of America, N.A., ("Purchasing Investor");

             (3) Fleet Securities, Inc. ("Outgoing Purchaser Agent") and Bank of

America, N.A. ("New Purchaser Agent" for the Purchaser Group of which YC SUSI

Trust is a party); and

            (4) The Bank of Nova Scotia, as administrative agent for the

Purchasers (in such capacity, the "Administrative Agent");

            (5) LPAC CORP. (together with its successors and permitted assigns),

as Seller.

                                   WITNESSETH

            WHEREAS, LPAC CORP. ("Seller"), Lennox Industries, Inc. ("Master

Servicer"), the Purchasers, the Investors, the Purchaser Agents and the

Administrative Agent are parties to that certain Second Amended and Restated

Receivables Purchase Agreement, dated as of June 16, 2003 (as so amended or

modified, the "Purchase Agreement");

            WHEREAS, the parties hereto desire to create a new Purchaser Group

with respect to which Purchasing Purchaser shall be the Purchaser, YC SUSI Trust

Investor shall be the Investor and the New Purchaser Agent shall be the

Purchaser Agent (together with the Purchasing Purchaser and the YC SUSI Trust

Investor, the "New Purchaser Group"), upon the terms and conditions and as set

forth herein;

            WHEREAS, in connection with the creation of the New Purchaser Group,

(i) Assigning Purchaser wishes to assign to Purchasing Purchaser, a 100%

interest in all of its right, title and interest and obligations as a Purchaser

under the Agreement, including, without limitation, the portion of the Invested

Amount funded by Assigning Purchaser as of the Effective Date (as defined below)

(such interest, the "Conduit Assigned Interest"), (ii) Assigning EagleFunding

Investor wishes to assign to Purchasing Investor, a 100% interest in all of its

right, title and interest and obligations as an EagleFunding Investor under the

Purchase Agreement, including, without limitation, its Commitment in the amount

of $50,000,000 (such interest, the "Committed Assigned Interest"); and

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            WHEREAS, Purchasing Purchaser wishes to purchase and assume the

Conduit Assigned Interest and Purchasing Investor wishes to purchase and assume

the Committed Assigned Interest, in each case, upon the terms and subject to the

conditions herein contained;

            NOW, THEREFORE, in consideration of the premises and the mutual

covenants hereinafter contained and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the parties hereto

agree as follows:

      Section 1. Definitions; Preamble. All capitalized terms used herein

(including the preamble hereto) but not specifically defined herein shall have

the meanings ascribed to them in (or by reference in) the Purchasing Agreement.

The parties hereto agree to the preamble set forth above and such preamble is

incorporated herein in its entirety.

      Section 2. Assignment and Assumption.

            (a) On the Effective Date (as hereinafter defined), Assigning

Purchaser hereby sells and assigns to Purchasing Purchaser, without recourse and

without representation and warranty (except as set forth in Section 4 below),

and Purchasing Purchaser hereby purchases and assumes from Assigning Purchaser,

the Conduit Assigned Interest.

            (b) On the Effective Date (as hereinafter defined), Assigning

EagleFunding Investor hereby sells and assigns to Purchasing Investor, without

recourse and without representation and warranty (except as set forth in Section

4 below), and Purchasing Investor hereby purchases and assumes from Assigning

EagleFunding Investor, the Committed Assigned Interest.

            (c) The purchase price for the Conduit Assigned Interest and the

Committed Assigned Interest shall be an amount equal to $26,032,984.34, being

100% of the portion of the aggregate Invested Amount funded by Assigning

Purchaser as of the date hereof plus the interest/discount/yield accrued and

unpaid on the date hereof, which purchase price shall be payable by the New

Purchaser Group on the Effective Date (as hereinafter defined) to an account

designated by Outgoing Purchaser Agent in its capacity as Purchaser Agent for

the Purchasers in its related Purchaser Group.

            (d) Assigning Purchaser Agent agrees to remit to New Purchaser Agent

any amounts received by Outgoing Purchaser Agent after the Effective Date (as

hereinafter defined) that are payable to the New Purchaser Group under the terms

of the Purchase Agreement as in effect on and after the Effective Date.

      Section 3. Effective Date.

            (a) The effective date for this Assignment shall be the later of (i)

the date on which the Administrative Agent, the Seller, Assigning Purchaser

Agent and New Purchaser Agent receive this Assignment executed by the parties

hereto and (ii) the date of this Assignment (the "Effective Date"). Following

the execution of this Assignment and the consent of the Seller and the

Administrative Agent, this Assignment will be delivered to the Administrative

Agent for acceptance and recording.

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