Exhibit 4.3
[YORK RECEIVABLES FUNDING LLC]
AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT (this
"Amendment") dated as of April 21, 2003, is entered into among YORK RECEIVABLES
FUNDING LLC (the "Seller"), YORK INTERNATIONAL CORPORATION, as initial servicer
(in such capacity, together with its successors and permitted assigns in such
capacity, the "Servicer"), THE MEMBERS OF THE VARIOUS PURCHASER GROUPS FROM TIME
TO TIME PARTY THERETO (the "Purchaser Groups"), and PNC BANK, NATIONAL
ASSOCIATION, as Administrator (the "Administrator").
RECITALS
The Seller, the Servicer, the Purchaser Groups and Administrator are
parties to the Receivables Purchase Agreement dated as of December 21, 2001 (as
further amended, amended and restated, supplemented or otherwise modified from
time to time, the "Agreement"); and
The parties hereto desire to amend the Agreement as hereinafter set
forth.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Certain Defined Terms. Capitalized terms that are used herein
without definition and that are defined in Exhibit I to the Agreement shall have
the same meanings herein as therein defined.
2. Amendments to Agreement.
2.1 The dollar amount specified as the "Commitment" set
forth below Market Street Funding Corporation's signature page on page
S-3 of the Agreement is hereby amended by deleting the amount
"$87,500,000" and replacing such amount with the amount "$75,000,000"
herewith.
2.2 The dollar amount specified as the "Commitment" set
forth below Liberty Street Funding Corp.'s signature page on page S-4
of the Agreement is hereby amended by deleting the amount "$87,500,000"
and replacing such amount with the amount "75,000,000" herewith
2.3 The following definition shall be added to Exhibit I
to the Receivables Purchase Agreement in the appropriate alphabetical
order:
"'Cancelled Obligor' means an Obligor with whom York or any
other Originator has ceased transacting business."
2.4 The last sentence of the definition of "Defaulted
Receivable" set forth in Exhibit I to the Receivables Purchase
Agreement is hereby deleted and replaced with the following:
"The 'Outstanding Balance' of any Defaulted Receivable the
Obligor of which is not a Cancelled Obligor shall be
determined without regard to any credit memos or balances. The
'Outstanding Balance' of any Defaulted Receivable the Obligor
of which is a Cancelled Obligor shall be determined with
regard to any credit memos or balances applicable to such
Cancelled Obligor, provided that such credit memos or balances
are applied in chronological order beginning with the most
current 'Outstanding Balances'; provided, however, that if
such credit memos or balances exceed the 'Outstanding
Balances' of such Cancelled Obligor then the excess of such
credit memos or balances over such 'Outstanding Balances'
shall be applied and reported to the 'current aging' category
as set forth on the Information Package."
2.5 The last sentence of the definition of "Delinquent
Receivable" is hereby deleted and replaced with the following:
"The 'Outstanding Balance' of any Delinquent Receivable the
Obligor of which is not a Cancelled Obligor shall be
determined without regard to any credit memos or balances. The
'Outstanding Balance' of any Delinquent Receivable the Obligor
of which is a Cancelled Obligor shall be determined with
regard to any credit memos or balances applicable to such
Cancelled Obligor provided that such credit memos or balances
are applied in chronological order beginning with the most
current 'Outstanding Balances'; provided, however, that if
such credit memos or balances exceed the 'Outstanding
Balances' of such Cancelled Obligor then the excess of such
credit memos or balances over such 'Outstanding Balances'
shall be applied and reported to the 'current aging' category
as set forth on the Information Package."
2.6 The definition of "Simple Majority" set forth in
Exhibit I to the Agreement is hereby Amended in its entirety to read as
follows:
"`Simple Majority' means, at any time, Purchasers whose
Commitments aggregate 50% or more of the aggregate of the
Commitments of all Purchasers; provided, however, that so long
as any Purchaser's Commitment is greater than 50% but less
than 100% of the aggregate Commitments, then `Simple Majority'
shall mean a minimum of two Purchasers whose Commitments
aggregate more than 50% of the aggregate Commitments."
3. Representations and Warranties. The Seller and the Servicer
hereby represents and warrants to the Administrator and each member of the
various Purchaser Groups from time to time party thereto as follows:
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(a) Representations and Warranties. The representations
and warranties contained in Exhibit III of the Agreement are true and
correct as of the date hereof (unless stated to relate solely to an
earlier date, in which case such representations or warranties were
true and correct as of such earlier date).
(b) Enforceability. The execution and delivery by each of
the Seller and the Servicer of this Amendment, and the performance of
each of its obligations under this Amendment and the Agreement, as
amended hereby, are within each of its organizational powers and have
been duly authorized by all necessary organizational action on each of
its parts. This Amendment and the Agreement, as amended hereby, are
each of the Seller's and the Servicer's valid and legally binding
obligations, enforceable in accordance with its terms.
(c) No Default. Both before and immediately after giving
effect to this Amendment and the transactions contemplated hereby, no
Termination Event or Unmatured Termination Event exists or shall exist.
4. Effect of Amendment. All provisions of the Agreement, as
expressly amended and modified by this Amendment, shall remain in full force and
effect. After this Amendment becomes effective, all references in the Agreement
(or in any other Transaction Document) to "this Agreement", "hereof", "herein"
or words of similar effect referring to the Agreement shall be deemed to be
references to the Agreement as amended by this Amendment. This Amendment shall
not be deemed, either expressly or impliedly, to waive, amend or supplement any
provision of the Agreement other than as set forth herein.
5. Effectiveness. This Amendment shall become effective as of the
date hereof upon receipt by the Administrator of counterparts of this Amendment
(whether by facsimile or otherwise) executed by each of the other parties
hereto, in form and substance satisfactory to the Administrator in its sole
discretion.
6. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts, each of which
when so executed shall be deemed to be an original and all of which when taken
together shall constitute but one and the same instrument.
7. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the internal laws of the State of New York
(without regard to any otherwise applicable principles of conflicts of law).
8. Section Headings. The various headings of this Amendment are
included for convenience only and shall not affect the meaning or interpretation
of this Amendment, the Agreement or any provision hereof or thereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
YORK RECEIVABLES FUNDING LLC
By: __________________________________________
Name: ________________________________________
Title: _______________________________________
YORK INTERNATIONAL CORPORATION,
as Servicer
By: __________________________________________
Name: ________________________________________
Title: _______________________________________
S-1
PNC BANK, NATIONAL ASSOCIATION,
as Administrator
By: __________________________________________
Name: ________________________________________
Title: _______________________________________
MARKET STREET FUNDING CORPORATION,
as a Conduit Purchaser and a Related Committed
Purchaser
By: __________________________________________
Name: ________________________________________
Title: _______________________________________
X-0
XXXXXXX XXXXXX FUNDING CORP., as a
Conduit Purchaser and a Related Committed
Purchaser
By: __________________________________________
Name: ________________________________________
Title: _______________________________________
S-3
PNC BANK, NATIONAL ASSOCIATION,
as Market Street Purchaser Agent
By: __________________________________________
Name: ________________________________________
Title: _______________________________________
X-0
XXX XXXX XX XXXX XXXXXX,
as Liberty Street Purchaser Agent
By: __________________________________________
Name: ________________________________________
Title: _______________________________________
S-5
