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EXHIBIT 10.3
EXECUTION COPY
FOURTH AMENDMENT TO
SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
THIS
FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES
PURCHASE
AGREEMENT (this "Amendment"), dated as of
June [__], 2004, 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, N.A. (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)
Section 10.2 (c)
of the Purchase Agreement is hereby deleted and
replaced with the following:
"(c) Additional Remedies. Upon the occurrence of the
Termination
Date, no
Purchases or Reinvestments thereafter will be made, and each of
the Agents
and the Purchasers shall have, in addition to all other rights
and
remedies under this Agreement or otherwise, all other rights
and
remedies
provided under the UCC of each applicable jurisdiction and
other
applicable
laws, which rights shall be cumulative."
(b)
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 23, 2004, or such later date as may, from time
time,
be agreed
to in writing by the Agents;"
(c)
Schedule 6.1(o)
is hereby deleted and replaced with Schedule 6.1(o)
attached hereto.
64347.000002 CHARLOTTE 122549v2
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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
