UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported):
December 14, 2005

LENNOX INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)		001-15149 (Commission File Number)		42-0991521 (IRS Employer Identification No.)

2140 Lake Park Blvd.
Richardson, Texas 75080
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:
(972) 497-5000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 1.01 Entry into a Material Definitive Agreement.

     On December 14, 2005, Lennox Industries Inc. and LPAC Corp., each of which are direct or indirect wholly-owned subsidiaries of Lennox International Inc., extended the term of their accounts receivable securitization facility with Liberty Street Funding Corp., the investors named in the Second Amended and Restated Receivables Purchase Agreement, as amended (the “Purchase Agreement”), The Bank of Nova Scotia, YC SUSI Trust, Bank of America, National Association and the Yorktown Investors (as defined in the Purchase Agreement) until December 14, 2006. A copy of the amendment to the Purchase Agreement is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits.

EXHIBIT
NUMBER		DESCRIPTION
10.1		Sixth Amendment to Second Amended and Restated Receivables Purchase Agreement, dated December 14, 2005, by and among Lennox Industries Inc., LPAC Corp., Liberty Street Funding Corp., the investors named in the Second Amended and Restated Receivables Purchase Agreement, as amended (the “Purchase Agreement”), The Bank of Nova Scotia, YC SUSI Trust, Bank of America, National Association and the Yorktown Investors (as defined in Purchase Agreement).

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

EXHIBIT
NUMBER		DESCRIPTION
10.1		Sixth Amendment to Second Amended and Restated Receivables Purchase Agreement, dated December 14, 2005, by and among Lennox Industries Inc., LPAC Corp., Liberty Street Funding Corp., the investors named in the Second Amended and Restated Receivables Purchase Agreement, as amended (the “Purchase Agreement”), The Bank of Nova Scotia, YC SUSI Trust, Bank of America, National Association and the Yorktown Investors (as defined in Purchase Agreement).

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 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]

     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:		/s/ Gary A. Larson
		Name:		Gary A. Larson
		Title:		Treasurer
		LENNOX INDUSTRIES INC., as Master Servicer
		By:		/s/ Gary A. Larson
		Name:		Gary A. Larson
		Title:		Treasurer

[additional signatures to follow]

		LIBERTY STREET FUNDING CORP., as a Purchaser
		By:		/s/ Bernard J. Angelo
		Name:		Bernard J. Angelo
		Title:		Vice President
		THE BANK OF NOVA SCOTIA, as Liberty Street Purchaser Agent and Liberty Street Investor
		By:		/s/ Norman Last
		Name:		Norman Last
		Title:		Managing Director

[additional signatures to follow]

		YC SUSI TRUST, as the Yorktown Purchaser
		By:		Bank of America, National Association, as Administrative Trustee
		By:		/s/ John Zeszutek
		Name: Title:		John Zeszutek Vice President
		BANK OF AMERICA, NATIONAL ASSOCIATION, as the Yorktown Investor
		By:		/s/ John Zeszutek
		Name: Title:		John Zeszutek Vice President
		BANK OF AMERICA, NATIONAL ASSOCIATION, as the Yorktown Purchaser Agent
		By:		/s/ John Zeszutek
		Name: Title:		John Zeszutek Vice President

[end of signatures]