LPAC Corp. 2140 Lake Park Blvd. Richardson, TX 75080-2254

Exhibit 10.1

LPAC Corp.

2140 Lake Park Blvd.

Richardson, TX 75080-2254

As of December 15, 2014

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

Securitization Group

1251 Avenue of the Americas, 12th Floor

New York, NY 10020-1104

PNC Bank, National Association

Three PNC Plaza, 4th Floor

225 Fifth Avenue

Pittsburgh, PA 15222-2707

The Investors party to the

RPA referred to below

Re: Revised Purchased Limits

Reference is made to that certain Amended and Restated Receivables Purchase Agreement, dated as of November 18, 2011 (as amended, restated, supplemented or otherwise modified, the “RPA”), among LPAC CORP., a Delaware corporation ( the “Company”), as seller, LENNOX INDUSTRIES INC., a Delaware corporation (“Lennox”), as master servicer thereunder (in such capacity, the “Master Servicer”), VICTORY RECEIVABLES CORPORATION, a Delaware corporation, as a Purchaser, and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as administrative agent for the Investors (in such capacity, the “Administrative Agent”), the purchaser agent for the BTMU Purchaser Group (in such capacity, the “BTMU Purchaser Agent”) and a BTMU Liquidity Bank and PNC BANK, NATIONAL ASSOCIATION, as the purchaser agent for the PNC Purchaser Group (in such capacity, the “PNC Purchaser Agent”) and a PNC Liquidity Bank. Capitalized terms used and not otherwise defined in this letter agreement shall have the meanings given to such terms in the RPA.

The Company hereby requests, and by its execution below, each Agent and each Investor hereby agree, that, upon the execution of this letter by the parties hereto, each of the Purchase Limit, the BTMU Purchaser Group Limit and the PNC Purchaser Group Limits shall be amended so that each such amount for any period shall be the respective corresponding amount for such period set forth below:

 

Period

   Purchase Limit      BTMU
Purchaser
Group Limit
     PNC
Purchaser
Group Limit
 

Reporting Date in February until the date preceding the Reporting Date in March

   $ 180,000,000       $ 90,000,000       $ 90,000,000   

Reporting Date in March until the date preceding the Reporting Date in April

   $ 180,000,000       $ 90,000,000       $ 90,000,000   

Reporting Date in April until the date preceding the Reporting Date in May

   $ 220,000,000       $ 110,000,000       $ 110,000,000   

Reporting Date in May until the date preceding the Reporting Date in June

   $ 220,000,000       $ 110,000,000       $ 110,000,000   

Reporting Date in June until the date preceding the Reporting Date in July

   $ 220,000,000       $ 110,000,000       $ 110,000,000   


Period

   Purchase Limit      BTMU
Purchaser
Group Limit
     PNC
Purchaser
Group Limit
 

Reporting Date in July until the date preceding the Reporting Date in August

   $ 220,000,000       $ 110,000,000       $ 110,000,000   

Reporting Date in August until the date preceding the Reporting Date in September

   $ 220,000,000       $ 110,000,000       $ 110,000,000   

Reporting Date in September until the date preceding the Reporting Date in October

   $ 220,000,000       $ 110,000,000       $ 110,000,000   

Reporting Date in October until the date preceding the Reporting Date in November

   $ 220,000,000       $ 110,000,000       $ 110,000,000   

Reporting Date in November until the date preceding the Reporting Date in December

   $ 220,000,000       $ 110,000,000       $ 110,000,000   

Reporting Date in December until the date preceding the Reporting Date in January

   $ 220,000,000       $ 110,000,000       $ 110,000,000   

Reporting Date in January until the date preceding the Reporting Date in February

   $ 180,000,000       $ 90,000,000       $ 90,000,000   

This letter agreement shall be a Transaction Document under the RPA. Each reference in the RPA to “this Agreement” or “the Agreement”, or “hereof,” “hereunder” or words of like import, and each reference in any other Transaction Document to the RPA, shall mean the RPA as amended hereby, and as hereafter amended or restated. Except as herein expressly amended, the RPA is ratified and confirmed in all respects and shall remain in full force and effect in accordance with its terms. The Company agrees to pay on demand all reasonable costs and expenses in connection with the preparation, execution and delivery of this letter agreement, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto.

Lennox International hereby consents to the amendments to the RPA contained herein and hereby affirms and agrees that the Assurance Agreement is, and shall continue to be, in full force and effect and is hereby ratified and affirmed in all respects. On and after the date hereof, each reference in the Assurance Agreement to the RPA, “thereunder”, “thereof” or words of like import with respect to the RPA shall mean and be a reference to the RPA as amended hereby, and as hereafter amended or restated

THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). This Letter may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter by facsimile or by electronic mail in portable document format (.pdf) shall be as effective as delivery of a manually executed counterpart of a signature page of this Letter.

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2


Sincerely,
LPAC CORP., as Company
By:  

/s/ Rick Pelini

  Name: Rick Pelini
  Title: President, Treasurer

 

AGREED AND CONSENTED TO:

LENNOX INDUSTRIES INC., as

Master Servicer

By:  

Rick Pelini

  Name: Rick Pelini
  Title: Vice President, Treasurer

LENNOX INTERNATIONAL INC. (solely for

Purposes of the penultimate paragraph hereof)

By:  

Rick Pelini

  Name: Rick Pelini
  Title: Vice President, Treasurer


AGREED AND CONSENTED TO:
VICTORY RECEIVABLES CORPORATION, as a Purchaser
By:   David V. DeAngelis
  Name: David V. DeAngelis
  Title: Vice President
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
NEW YORK BRANCH, as Administrative Agent
By:   Devang Sodha
  Name: Devang Sodha
  Title: Director
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
NEW YORK BRANCH, as BTMU Purchaser Agent
By:   Devang Sodha
  Name: Devang Sodha
  Title: Director
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
NEW YORK BRANCH, as a Liquidity Bank
By:   Christine Howatt
  Name: Christine Howatt
  Title: Authorized Signatory


AGREED AND CONSENTED TO:
PNC BANK, NATIONAL ASSOCIATION, as PNC Purchaser Agent
By:   /s/ Robyn Reeher
  Name: Robyn Reeher
  Title: Vice President
PNC BANK, NATIONAL ASSOCIATION, as a Liquidity Bank
By:   /s/ Robyn Reeher
  Name: Robyn Reeher
  Title: Vice President