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EXHIBIT 10.1
[BANK OF TOKYO-MITSUBISHI LOGO]
SECURITIZATION GROUP MEMO
April 15, 2005
David Berardone / Richard Shuttie
York Receivables Funding LLC
631 S. Richland Avenue
Door 100
York, PA 17403
Re:
Facility Termination Date Extension Notice Letter
Dear Mr. Beradone:
Pursuant
to Section 1.10 of the Amended and Restated Receivables
Purchase
Agreement dated as of May 17, 2004 (as the
same may be amended, supplemented or
otherwise modified from time to time and in
effect in accordance with the terms
hereof, the "Agreement"), among YORK
RECEIVABLES FUNDING LLC, a Delaware limited
liability company, as seller (the
"Seller"), YORK INTERNATIONAL COPRORATION, a
Delaware corporation ("York" or the
"Servicer"), GOTHAM FUNDING CORPORATION, a
Delaware corporation, as a Conduit
Purchaser (together with its permitted
assigns, "Gotham"), and THE BANK OF
TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH
("BTMNY"), as agent for the Gotham
Purchaser Group, LIBERTY STREET FUNDING
CORP., a Delaware corporation, as a Conduit
Purchaser ("Liberty Street"), THE
BANK OF NOVA SCOTIA, a Canadian chartered
bank acting through its New York
Agency ("BNS"), as agent for the Liberty
Street Purchaser Group and BTMNY as
administrator for each Purchaser Group a
party thereto or that becomes a party
thereto (in such capacity, together with
any successors in such capacity, the
"Administrator"), we hereby provide written
notice ("Notice Letter") of the
Purchaser Agents decision to grant an
extension to the Facility Termination Date
as of May 16, 2005 (the "Commencement
Date"). The Facility Termination Date
shall expire 364 days from the Commencement
Date (May 15, 2006).
This
Notice Letter shall become effective as of the date hereof upon
receipt by the Agent of
