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") XX XXXX 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
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 made on the date hereof.
SECTION 3. PURCHASE AGREEMENT IN FULL FORCE AND EFFECT AS AMENDED.
Except as specifically amended hereby, the Purchase Agreement shall remain
in full force and effect. All references to the Purchase Agreement shall be
deemed to mean the Purchase Agreement as modified hereby. This Amendment shall
not constitute a novation of the Purchase Agreement, but shall constitute an
amendment thereof. The parties hereto agree to be bound by the terms and
conditions of the Purchase Agreement, as amended by this Amendment, as though
such terms and conditions were set forth herein.
SECTION 4. MISCELLANEOUS.
(a) This Amendment may be executed in any number of counterparts, and by
the different parties hereto on the same or separate counterparts, each of which
shall be deemed to be an original instrument but all of which together shall
constitute one and the same agreement. Delivery of an executed counterpart of a
signature page by facsimile or other electronic transmission shall be effective
as delivery of a manually executed counterpart of this Amendment.
(b) The descriptive headings of the various sections of this Amendment
are inserted for convenience of reference only and shall not be deemed to affect
the meaning or construction of any of the provisions hereof.
(c) This Amendment may not be amended or otherwise modified except as
provided in the Agreement.
(d) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.
[remainder of page intentionally left blank]
64347.000002 CHARLOTTE 122549v2
2
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.
LPAC CORP.,
as Seller
By:__________________________________
Name:________________________________
Title:_______________________________
LENNOX INDUSTRIES INC.,
as Master Servicer
By:__________________________________
Name:________________________________
Title:_______________________________
[additional signatures to follow]
64347.000002 XXXXXXXXX 000000x0
XXXXXXX XXXXXX FUNDING CORP.,
as a Purchaser
By:__________________________________
Name:________________________________
Title:_______________________________
THE BANK OF NOVA SCOTIA,
as Liberty Street Purchaser Agent and
Liberty Street Investor
By:__________________________________
Name:________________________________
Title:_______________________________
[additional signatures to follow]
64347.000002 CHARLOTTE 122549v2
XX XXXX TRUST,
as the Yorktown Purchaser
By: Bank of America, N.A., as
Administrative Trustee
By:_____________________________
Name:
Title:
BANK OF AMERICA, N.A.,
as the Yorktown Investor
By:_____________________________
Name:
Title:
BANK OF AMERICA, N.A.,
as the Yorktown Purchaser Agent
By:_____________________________
Name:
Title:
[end of signatures]
64347.000002 CHARLOTTE 122549v2
SCHEDULE 6.1(o)
LIST OF LOCKBOX BANKS
MAIN OFFICE ADDRESS & ACCOUNT NUMBER
LIST OF LOCKBOX BANKS,
JURISDICTION OF ORGANIZATION, MAIN OFFICE ADDRESS
& ACCOUNT NUMBER
Chase Bank of Texas, N.A.
X.X. Xxx 000000
Xxxxxx, XX 00000-0000
Lennox Industries Inc.
Lockbox Account No. 07300186205
Jurisdiction of Organization:
The Northern Trust Company
00 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Lennox Industries Inc.
Lockbox Account No. 00000000
Jurisdiction of Organization:
Wachovia Bank, National Association
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, XX 00000
Heatcraft - Stone Mountain, Danville, Tifton
Lockbox Account No. 1868075223
Jurisdiction of Organization:
Wachovia Bank, National Association
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, XX 00000
Heatcraft - Grenada Lockbox Account No. 0000000000
Jurisdiction of Organization:
Compass Bank
0000 X. Xxxxxxx Xxxxxxxxxx
Xxxxx 000
Xxxxxx, XX 00000
Account No. 00000000
64347.000002 CHARLOTTE 122549v2
