0001116320-02-000274 Sample Contracts

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • August 14th, 2002 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of June 7, 2002, is entered into by and among LENNOX INDUSTRIES INC., an Iowa corporation (“Lennox”), HEATCRAFT INC., a Mississippi corporation (“Heatcraft”) and ARMSTRONG AIR CONDITIONING INC., an Ohio corporation (“Armstrong”), as sellers (each of Lennox, Heatcraft and Armstrong being a “Seller” and collectively, the “Sellers”) and LPAC CORP., a Delaware corporation (the “Company”), as purchaser. Capitalized terms used and not otherwise defined herein are used as defined in the Agreement defined below.

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THIRD AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • August 14th, 2002 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York

THIS THIRD AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of June 17, 2002, is entered into by and among LPAC Corp., a Delaware corporation (“LPAC”) as seller , Lennox Industries Inc., an Iowa corporation (“Lennox”), as master servicer, Blue Ridge Asset Funding Corporation, a Delaware corporation (“Blue Ridge”), as purchaser, and Wachovia Bank, National Association (f/k/a Wachovia Bank, N.A.), a national banking association (the “Administrative Agent”) as administrative agent. Capitalized terms used and not otherwise defined herein are used as defined in the Agreement defined below.

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