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EXHIBIT 10.13
Execution Copy
AMENDMENT NO. 2
to
RECEIVABLES PURCHASE AGREEMENT
Dated as of June 25, 2004
THIS AMENDMENT NO. 2 ("Amendment") is entered into as of June
25,
2004 by and among LPAC Corp. II (the
"Seller"), Lennox Industries Inc. (the
"Servicer"), Jupiter Securitization
Corporation ("Jupiter"), the Financial
Institutions party hereto and Bank One, NA,
as Agent (the "Agent").
PRELIMINARY STATEMENT
A. The Seller, the Servicer, Jupiter, the Financial Institutions
and
the Agent are parties to that certain
Receivables Purchase Agreement dated as of
June 27, 2003 (as amended on September 11,
2004, and as the same may be further
amended, restated, supplemented or
otherwise modified from time to time, the
"Purchase Agreement"). Capitalized terms
used herein and not otherwise defined
shall have the meanings ascribed to them in
the Purchase Agreement.
B. The Seller, the Servicer, Jupiter, the Financial Institutions
and
the Agent have agreed to amend the Purchase
Agreement on the terms and subject
to the conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the premises set forth
above,
and other good and valuable consideration,
the receipt and sufficiency of which
are hereby acknowledged, the parties hereto
hereby agree as follows:
SECTION 1. Amendments. Effective as of the date hereof and
subject
to the satisfaction of the conditions
precedent set forth in Section 2 below,
the Purchase Agreement is hereby amended as
follows:
(a) Exhibit I to the Purchase Agreement is amended to delete
the
definition of "Liquidity Termination Date"
in its entirety and replace it with
the following:
"Liquidity Termination Date" means June 24, 2005.
SECTION 2. Conditions Precedent. This Amendment shall become
effective and be deemed effective, as of
the date first above written, upon
receipt by the Agent of the following:
(a) four (4) copies of this Amendment duly executed by each of
the
parties hereto; and
(b) a renewal fee for the account of each Financial
Institution,
which is not a Non-Renewing Financial
Institution, in an aggregate amount equal
to $35,000, payable to the
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Agent for the ratable benefit of such
Financial Institutions based on each such
Financial Institution's Commitment.
SECTION 3. Covenants, Representations and Warranties of the
Seller
and the Servicer.
(a) Upon the effectiveness of this Amendment, each of the Seller
and
the Servicer hereby reaffirms all
covenants, representations and warranties made
by it in the Purchase Agreement, as
amended, and agrees that all such covenants,
representations and warranties shall be
deemed to ha
