EXHIBIT 10.1
Execution version
SIXTH AMENDMENT TO
SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE
AGREEMENT
THIS SIXTH
AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE
AGREEMENT(this “ Amendment ”), dated as
of December 14, 2005, 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,
NATIONAL ASSOCIATION (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) 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 14,
2006, or such later date as may, from time to time, be agreed to in
writing by the Agents;”
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
