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EXHIBIT 10.2
EXECUTION VERSION
AMENDMENT NO.3 TO AMENDED AND
RESTATED RECEIVABLES PURCHASE AGREEMENT
THIS
AMENDMENT NO. 3 TO AMENDED AND RESTATED RECEIVABLES PURCHASE
AGREEMENT (this "Amendment") dated as of
May 6, 2005, is entered into among YORK
INTERNATIONAL CORPORATION, a Delaware
corporation ("York"), YORK RECEIVABLES
FUNDING LLC, a Delaware limited liability
company (the "Company"), THE BANK OF
TOKYO-MITSUBISHI, LTD., New York Branch, as
Administrator, and the members of
the various Purchaser Groups signatory
hereto.
RECITALS
The
parties hereto are parties to the Amended and Restated
Receivables
Purchase Agreement, dated as of May 17,
2004 (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 the
Agreement shall have the same meanings
herein as therein defined (or defined by
reference therein).
2.
Amendments to the Agreement. Each of the parties hereto hereby
agrees
that, upon the effectiveness of this
Amendment, the Agreement shall be amended
as follows:
2.1 Section 1.1(a) of the Agreement is hereby amended by
deleting
the phrase ", but solely in the case of
purchases (and not reinvestments),
subject to the related Funding Plan"
therein.
2.2 Section 1.2(a) of the Agreement is hereby amended by
replacing
the phrase "three Business Days" therein
with the phase "two Business Days".
2.3 Section 1.2(b) of the Agreement is hereby amended by
replacing
the number "xxx" therein with the number
"xxx".
2.4 Section 1.4(f) of the Agreement is hereby amended by
deleting
the phrase ", but subject to the related
Funding Plan for the applicable
calendar month" therein.
2.5 Section 1.4(f)(i)(B) of the Agreement is hereby amended by
replacing the phrase "three Business Days"
therein with the phase "two Business
Days".
2.6 Section 3.3 of the Agreement is hereby deleted in its
entirety.
2.7 Section 4.1(e) of the Agreement is hereby deleted in its
entirety.
2.8 The definition of "Funding Plan" in Exhibit I of the
Agreement
is hereby deleted in its entirety.
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2.9 The definition of "Gotham CP Rate" in Exhibit I of the
Agreement
is hereby amended and restated in its
entirety to read as follows:
""Gotham CP Rate" means, with respect to Gotham for any Yield
Period
with respect to any Portion of Investment,
the per annum rate calculated by its
Purchaser Agent to reflect Gotham's cost of
financing such Portion of
Investment, taking into account the
"weighted average cost" (as defined below)
related to the issuance of Gotham's Notes
that are allocated, in whole or in
part, by Gotham (or by its Purchaser Agent)
to fund or maintain such Portion of
Investment (and which may also be allocated
in part to the funding of other
Portions of Investment hereunder or of
other assets of Gotham); provided,
however, that if any component of such rate
is a discount rate, in calculating
the "Gotham CP Rate" for such Portion of
Investment for such Yield Period,
Gotham shall for such component use the
rate resulting from converting such
discount rate to an interest bearing
equivalent rate per annum. As used in this
definition, Gotham's "weighted average
cost" shall consist of (x) the actual
interest rate (or discount) paid to
purchasers of Gotham's Notes (including,
without limitation, any costs associated
with financing the discount or interest
component on the roll-over of any of
Gotham's Notes), together with any and all
commissions in respect of its placement
agents and commercial paper dealers, and
issuing and paying agent fees incurred, in
respect of such Notes, to the extent
such amounts are allocated, in whole or in
part, to such Notes by Gotham (or by
its Purchaser Agent) and (y) any
incremental carrying costs incurred with
respect to Gotham's Notes maturing on dates
other than those on which
corresponding funds are received by Gotham
and any other costs and expenses as
the Purchaser Agent in good
