EXHIBIT 4.11
AMENDMENT NO. 4 TO RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 4 TO RECEIVABLES PURCHASE AGREEMENT (this
"Amendment") dated as of October 15, 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
amended by Amendment No. 1 dated as of April 21, 2003, Amendment No. 2 dated as
of May 19, 2003 and Amendment No. 3 dated as of June 26, 2003 (and 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 the Agreement.
2.1 Clause a(i) of the definition of "Eligible
Receivable" as set forth in Exhibit I to the Agreement is hereby
amended by adding the following at the end thereof:
"provided, further that if the Obligor of such Receivable is
not a United States resident and the Receivables of such
Obligor are not Eligible Receivables pursuant to the first
proviso of this clause (a)(i), such Receivables shall be
deemed to satisfy the requirements of this clause (a)(i) to
the extent that the sum of the Outstanding Balance of such
Receivable and the aggregate Outstanding Balance of all other
Eligible Receivables the Obligors of which are not United
States residents and which are not Eligible Receivables
pursuant to the first proviso of this clause (a)(i) does not
exceed $5,000,000 and credit enhancement satisfactory to each
Purchaser Agent has been provided for such Obligor;"
3. Representations and Warranties. Each of 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:
(a) Representations and Warranties. Except as expressly
disclosed in the waiver letter dated as of May 19, 2003, 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); provided,
that the Seller and the Servicer are hereby confirming only their own
respective representations and warranties contained in Exhibit III of
the Agreement.
(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. Except as expressly disclosed in the
waiver letter dated as of the date hereof, 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]
2
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: ____________________________
Amendment Xx. 0 xx XXX (Xxxx)
X-0
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: ____________________________
Amendment No. 4 to RPA (York)
X-0
XXXXXXX XXXXXX FUNDING CORP., as a
Conduit Purchaser and a Related
Committed Purchaser
By: _______________________________
Name: _____________________________
Title: ____________________________
Amendment Xx. 0 xx XXX (Xxxx)
X-0
PNC BANK, NATIONAL ASSOCIATION,
as Market Street Purchaser Agent
By: _______________________________
Name: _____________________________
Title: ____________________________
Amendment Xx. 0 xx XXX (Xxxx)
X-0
THE BANK OF NOVA SCOTIA,
as Liberty Street Purchaser Agent
By: _______________________________
Name: _____________________________
Title: ____________________________
Amendment Xx. 0 xx XXX (Xxxx)
X-0