Form 8-K
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): November 19, 2010
LENNOX INTERNATIONAL
INC.
(Exact name of registrant as
specified in its charter)
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Delaware |
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001-15149 |
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42-0991521 |
(State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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2140 Lake Park
Blvd.
Richardson, Texas
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75080 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number,
including area code: (972) 497-5000
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Not
Applicable
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(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:
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))
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Item 1.01 Amendment of a Material Definitive Agreement
Amendment of Receivables Purchase Agreement
On November 19, 2010, Lennox Industries Inc. and LPAC Corp., wholly-owned subsidiaries of
Lennox International Inc. (the Company), entered into Amendment No. 1 (the
Amendment) to the Receivables Purchase Agreement, dated as of November 29, 2009 (the
Agreement), with Victory Receivables Corporation, as a Purchaser, The Bank of
Tokyo-Mitsubishi UFJ, LTD., New York Branch, as a Liquidity Bank, and The Bank of Tokyo-Mitsubishi
UFJ, LTD., New York Branch, as Administrative Agent and the BTMU Purchaser Agent. The Agreement
was filed as Exhibit 10.1 to the Companys Form 8-K filed on December 2, 2009.
The Amendment extends the scheduled termination date of the Agreement from November 24, 2010
to November 18, 2011. In addition, the Amendment provides that up to 5% of the eligible
receivables under the Agreement may come from obligors that are non-U.S. persons. The Amendment
further provides that no more than 2.5% of eligible receivables, or no more than half of the 5%
basket for foreign eligible receivables, may come from obligors that are domiciled in non-OECD
(Organisation for Economic Co-operation and Development) member countries. Previously, all
eligible receivables were required to come from U.S. persons. The Amendment made no other
significant changes to the Agreement.
The description of the terms of the Amendment is qualified in its entirety by reference to the
Amendment, a copy of which is attached to this Current Report as Exhibit 10.1, and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
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EXHIBIT NUMBER |
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DESCRIPTION |
10.1
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Amendment No. 1 to Receivables Purchase Agreement |
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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.
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LENNOX INTERNATIONAL INC.
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Date: November 19, 2010 |
By: |
/s/ Robert L. Villaseñor
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Name: |
Robert L. Villaseñor |
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Title: |
Director, Securities Law and Assistant Secretary |
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Exhibit 10.1
Exhibit 10.1
AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT
This AMENDMENT NO. 1, effective as of November 19, 2010 (this Amendment), is made
with respect to that certain Receivables Purchase Agreement, dated as of November 25, 2009 (as
amended, restated, supplemented or otherwise modified, the Agreement), among LPAC
CORP., a Delaware corporation ( the Seller), LENNOX INDUSTRIES INC., an Iowa
corporation, 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. Capitalized terms
used and not otherwise defined in this Amendment shall have the meanings given to such
terms in the Agreement.
Preliminary Statements
(1) Each of the parties to the Agreement desires to amend the Agreement on the
conditions set forth herein.
NOW, THEREFORE, the signatories hereto agree as follows:
SECTION 1. Amendment to the Agreement. Effective as of the date hereof in
accordance with Section 2 of this Amendment, APPENDIX A (DEFINITIONS) to the Agreement is
amended as follows:
(a) the definition of Eligible Receivable contained therein is amended by deleting
clause (iii) thereof in its entirety and inserting in lieu thereof the following:
(iii) the Obligor of which is (A) a resident of the United States, or any
of its possessions or territories; provided, however, that a
Receivable that is otherwise an Eligible Receivable but for this clause (iii)(A)
shall be an Eligible Receivable if the Unpaid Balance of such Receivable, when
added to the Unpaid Balance of all other Receivables as to which the Obligors are
not residents of the United States, or any of its possessions or territories,
classified at such time as Eligible Receivables pursuant to this proviso, would not
exceed 5% of the aggregate Unpaid Balance of all Eligible Receivables at such time;
provided, further, that at no time shall (x) a Receivable as to
which the Obligor is domiciled in a non-OECD member country, and that is otherwise
classified at such time as an Eligible Receivable, be an Eligible Receivable if
the Unpaid Balance of such Receivable, when added to the Unpaid Balance of all
other Receivables as to which the Obligors are domiciled in non-OECD member
countries, and that are otherwise classified at such time as Eligible Receivables,
would exceed 2.5% of the aggregate Unpaid Balance of all Eligible Receivables at
such time, and (y) any Receivable the Obligor of which is domiciled in Venezuela be
classified as an Eligible Receivable, and (B) not an Affiliate or employee of any
Seller Party;
(b) the definition of Funding Termination Date contained therein is amended by
deleting clause (i) thereof in its entirety and inserting in lieu thereof the following:
(i) November 18, 2011, or such later date as may, from time to
time, be agreed to in writing by the Agents;
SECTION 2. Effectiveness. This Amendment shall become effective as of the date
hereof at such time that:
(a) each of the Administrative Agent and the BTMU Purchaser Agent shall have received,
in form and substance satisfactory to it, executed counterparts of the following, each dated as of
the date hereof:
(1) this Amendment; and
(2) the amended and restated Fee Letter, dated as of the date hereof (the A&R Fee Letter); and
(b) the BTMU Purchaser Agent shall have received payment of the Up-Front Fee, in
accordance with the terms of, and as such term is defined in, the A&R Fee Letter.
SECTION 3. Transaction Document. This Amendment shall be a Transaction
Document under the Agreement.
SECTION 4. Representations and Warranties. Each of the Seller and the Master
Servicer makes, as to itself (except where specifically provided otherwise therein), each of
the representations and warranties contained in Section 6.1 of the Agreement (after giving
effect to this Amendment) set forth therein, provided, however, that Section
6.1 is amended by deleting clause (i) thereof in its entirety and inserting in lieu thereof
the following:
(i) Financial Condition. (i) The consolidated and consolidating
balance sheets of Lennox International and its consolidated subsidiaries as at
December 31, 2009, and the related statements of income and shareholders equity
of Lennox International and its consolidated subsidiaries for the fiscal year then
ended, certified by KPMG LLP, independent certified public accountants, copies of
which have been furnished to the Agents, fairly present in all material respects
the consolidated financial condition of Lennox International and its consolidated
subsidiaries as at such date and the consolidated results of the operations of
Lennox International and its consolidated subsidiaries for the period ended on
such date, all in accordance with GAAP consistently applied, (ii) since December
31, 2009 there has been no material adverse change in any such financial
condition, business or operations, (iii) the balance sheet of the Seller as at
September 30, 2010, certified by the chief financial officer or treasurer of the
Seller by means of a Certificate of Financial Officer in the form attached hereto
as Exhibit B, copies of which have been furnished to the Agents, fairly present in
all material respects the financial condition, assets and liabilities of the
Seller as at such date, all in accordance with GAAP consistently applied, and
(iv) since November 25, 2009 there has been no material adverse change in the
Sellers financial condition, business or operations.
SECTION 5. Confirmation of Agreements; No Other Modifications. Each reference in
the Agreement to this Agreement or the Agreement, or hereof, hereunder or words of like
import, and each reference in any other Transaction Document to the Agreement, shall mean the
Agreement as amended by this Amendment, and as hereafter amended or restated. Except as herein
expressly amended, the Agreement is ratified and confirmed in all respects and shall remain in full force and
effect in accordance with its terms.
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SECTION 6. Affirmation and Consent of Lennox International. Lennox International
hereby consents to this Amendment 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. Upon the effectiveness of, and on and after the date of, the Amendment, each
reference in the Assurance Agreement to the Agreement, thereunder, thereof or words of like
import shall mean and be a reference to the Agreement as amended by this Amendment, and as
hereafter amended or restated.
SECTION 7. Costs and Expenses. The Seller agrees to pay on demand all reasonable
costs and expenses in connection with the preparation, execution and delivery of this Amendment,
including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the
Administrative Agent with respect thereto.
SECTION 8. GOVERNING LAW. THIS AMENDMENT, INCLUDING THE RIGHTS AND DUTIES OF THE
PARTIES HERETO, 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).
SECTION 9. Execution in Counterparts. This Amendment 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 Amendment. Delivery of an executed counterpart of a signature page to this
Amendment 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 Amendment.
[Remainder of this page intentionally left blank]
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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.
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LPAC CORP., as Seller
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By: |
/s/ Rick Pelini |
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Name: |
Rick Pelini |
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Title: |
President and Treasurer |
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LENNOX INDUSTRIES INC., as Master Servicer
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By: |
/s/
Rick Pelini |
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Name: |
Rick Pelini |
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Title: |
Vice President and Treasurer |
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LENNOX INTERNATIONAL INC.
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By: |
/s/
Rick Pelini |
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Name: |
Rick Pelini |
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Title: |
Vice President and Treasurer |
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[Amendment No. 1 to RPA]
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VICTORY RECEIVABLES CORPORATION, as a
Purchaser
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By: |
/s/
Frank B. Bilotta |
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Name: |
Frank B. Bilotta |
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Title: |
President |
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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW
YORK BRANCH, as Administrative Agent
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By: |
/s/
Aditya Reddy |
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Name: |
Aditya Reddy |
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Title: |
Senior Vice President |
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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW
YORK BRANCH, as BTMU Purchaser Agent
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By: |
/s/
Aditya Reddy |
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Name: |
Aditya Reddy |
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Title: |
Senior Vice President |
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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW
YORK BRANCH, as a Liquidity Bank
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By: |
/s/
D. Barnell |
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Name: |
D. Barnell |
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Title: |
Authorized Signatory |
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[Amendment No. 1 to RPA]