<PAGE>

                                                                     Exhibit 4.2

                             AMENDMENT NO. 2 TO THE
                           FIVE YEAR CREDIT AGREEMENT

                           Dated as of March 14, 2003

                  AMENDMENT NO. 2 TO THE FIVE YEAR CREDIT AGREEMENT among York
International Corporation, a Delaware corporation (the "Borrower"), the banks,
financial institutions and other institutional lenders parties to the Credit
Agreement referred to below (collectively, the "Lenders") and Citibank, N.A., as
administrative agent (the "Agent") for the Lenders.

                  PRELIMINARY STATEMENTS:

                  (1)      The Borrower, the Lenders, JPMorgan Chase Bank (as
successor to The Chase Manhattan Bank), as syndication agent, Bank of
Tokyo-Mitsubishi Trust Company, Wachovia Bank, National Association (as
successor to First Union National Bank) and Fleet National Bank, as
documentation agents, JP Morgan Securities, Inc. and Salomon Smith Barney Inc.,
as joint lead arrangers and joint bookrunners, and the Agent have entered into a
Five Year Credit Agreement dated as of May 29, 2001, as amended by Amendment No.
1 dated as of May 29, 2002 (the "Credit Agreement"). Capitalized terms not
otherwise defined in this Amendment have the same meanings as specified in the
Credit Agreement.

                  (2)      The Borrower and the Required Lenders have agreed to
amend the Credit Agreement as hereinafter set forth.

                  AGREEMENT:

                  SECTION 1.        Amendments to Credit Agreement. The Credit
Agreement is, effective as of the date hereof and subject to the satisfaction of
the conditions precedent set forth in Section 2, hereby amended as follows:

                  (a)      Section 1.01 is amended by deleting the definitions
of "Advance", "Applicable Margin", "Applicable Percentage", "Applicable
Utilization Fee", "Base Rate Advance", "Borrowing", "EBITDA", "Lenders", "Net
Worth", "Public Debt Rating" and "Unused Revolving Credit Commitment" set forth
therein and replacing them respectively, with the following new definitions
thereof:

                  "Advance" means a Revolving Credit Advance, a Swing Line
         Advance, a Competitive Bid Advance or a Letter of Credit Advance.

                  "Applicable Margin" means, as of any date, a percentage per
         annum determined by reference to the Public Debt Rating in effect on
         such date as set forth below:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
Public Debt Rating             Applicable Margin for          Applicable Margin for
   S&P/Moody's                  Base Rate Advances          Eurodollar Rate Advances
------------------------------------------------------------------------------------
<S>                            <C>                          <C>
Level 1
A- or A3 or above                     0.000%                         0.400%
------------------------------------------------------------------------------------
Level 2
BBB+ and Baa1                         0.000%                         0.635%
------------------------------------------------------------------------------------
Level 3
BBB+ or Baa1                          0.000%                         0.750%
------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
------------------------------------------------------------------------------------
<S>                                   <C>                            <C>
Level 4
BBB or Baa2                           0.000%                         1.175%
------------------------------------------------------------------------------------
Level 5
BBB- and Baa3                         0.000%                         1.250%
------------------------------------------------------------------------------------
Level 6
Lower than Level 5                    0.000%                         1.400%
------------------------------------------------------------------------------------
</TABLE>

                  "Applicable Percentage" means, as of any date, a percentage
         per annum determined by reference to the Public Debt Rating in effect
         on such date as set forth below:

<TABLE>
<CAPTION>
----------------------------------------------------
Public Debt Rating                        Applicable
   S&P/Moody's                            Percentage
----------------------------------------------------
<S>                                       <C>
Level 1
A- or A3 or above                           0.100%
----------------------------------------------------
Level 2
BBB+ and Baa1                               0.115%
----------------------------------------------------
Level 3
BBB+ or Baa1                                0.125%
----------------------------------------------------
Level 4
BBB or Baa2                                 0.200%
----------------------------------------------------
Level 5
BBB- and Baa3                               0.250%
----------------------------------------------------
Level 6
Lower than Level 5                          0.400%
----------------------------------------------------
</TABLE>

                  "Applicable Utilization Fee" means, as of any date that Usage
         exceeds 25% of the aggregate Revolving Credit Commitments, a percentage
         per annum determined by reference to the Public Debt Rating in effect
         on such date as set forth below:

<TABLE>
<CAPTION>
-------------------------------------------------------
Public Debt Rating                        Applicable
   S&P/Moody's                          Utilization Fee
-------------------------------------------------------
<S>                                     <C>
Level 1
A- or A3 or above                           0.100%
-------------------------------------------------------
Level 2
BBB+ and Baa1                               0.100%
-------------------------------------------------------
Level 3
BBB+ or Baa1                                0.125%
-------------------------------------------------------
Level 4
BBB or Baa2                                 0.125%
-------------------------------------------------------
Level 5
BBB- and Baa3                               0.250%
-------------------------------------------------------
Level 6
Lower than Level 5                          0.350%
-------------------------------------------------------
</TABLE>

                  "Base Rate Advance" means an Advance (other than a Competitive
         Bid Advance) that bears interest as provided in Section 2.08(a)(i).

                  "Borrowing" means a Revolving Credit Borrowing, a Swing Line
         Borrowing or a Competitive Bid Borrowing.

                                       2

<PAGE>

                  "EBITDA" means, for any Person for any period, net income (or
         net loss) plus the sum of (a) interest expense, (b) income tax expense,
         (c) depreciation expense, (d) amortization expense, and (e) any
         extraordinary or non-recurring losses (in the case of the Borrower and
         its Subsidiaries, inclusive of losses related to restructuring charges
         and operating expenses related to restructuring actions in an amount
         not to exceed $103,000,000 taken not later than December 31, 2003, of
         which not more than $50,000,000 shall be cash charges or expenses, and
         losses related to Statement of Financial Accounting Standards No. 142
         and No. 144 in an aggregate amount not to exceed $350,000,000) minus
         any extraordinary or non-recurring gains, for such period in each case
         determined for such Person in accordance with GAAP.

                  "Lenders" means the Initial Lenders, the Swing Line Bank and
         each Person that shall become a party hereto pursuant to Section 8.07.

                  "Net Worth" means, on any date, all amounts which, in
         accordance with GAAP, would be included under stockholders' equity on a
         Consolidated balance sheet of the Borrower and its Subsidiaries at such
         date, adjusted to exclude (x) accumulated foreign currency translation
         adjustments, (y) accumulated losses related to Statement of Financial
         Accounting Standards No. 142 and No. 144 in an aggregate amount not to
         exceed $350,000,000 and (z) accumulated losses related to restructuring
         charges and operating expenses related to restructuring actions in an
         amount not to exceed $103,000,000 taken not later than December 31,
         2003, of which not more than $50,000,000 shall be cash charges and
         expenses.

                  "Public Debt Rating" means, as of any date, the rating that
         has been most recently announced by either S&P or Moody's, as the case
         may be, for any class of non-credit enhanced long-term senior unsecured
         debt issued by the Borrower (and if either such rating agency has
         issued more than one such rating, the lowest thereof). For purposes of
         the foregoing, (a) if only one of S&P and Moody's shall have in effect
         a Public Debt Rating, the Applicable Margin, the Applicable Percentage
         and the Applicable Utilization Fee shall be determined by reference to
         the available rating; (b) if neither S&P nor Moody's shall have in
         effect a Public Debt Rating, the Applicable Margin, the Applicable
         Percentage and the Applicable Utilization Fee will be set in accordance
         with Level 6 under the definition of "Applicable Margin", "Applicable
         Percentage" or "Applicable Utilization Fee", as the case may be; (c) if
         the ratings established by S&P and Moody's shall fall within different
         levels, the Applicable Margin, the Applicable Percentage and the
         Applicable Utilization Fee shall be based upon the higher rating unless
         such ratings differ by two or more levels, in which case the applicable
         level will be deemed to be one level above the lower of such levels;
         (d) if any rating established by S&P or Moody's shall be changed, such
         change shall be effective as of the date on which such change is first
         announced publicly by the rating agency making such change; and (e) if
         S&P or Moody's shall change the basis on which ratings are established,
         each reference to the Public Debt Rating announced by S&P or Moody's,
         as the case may be, shall refer to the then equivalent rating by S&P or
         Moody's, as the case may be.

                  "Unused Revolving Credit Commitment" means, with respect to
         any Lender at any time, (a) such Lender's Revolving Credit Commitment
         at such time minus (b) the sum of, without duplication (i) the
         aggregate principal amount of all Advances (other than Competitive Bid
         Advances) made by such Lender (in its capacity as a Lender) and
         outstanding at such time plus (ii) such Lender's Ratable Share of (A)
         the aggregate Available Amount of all Letters of Credit outstanding at
         such time, (B) the aggregate amount of all Letter of Credit Advances
         made by the Issuing Bank pursuant to Section 2.04(c) and outstanding at
         such time, (C) the aggregate amount of all Swing Line Advances made by
         the Swing Line Bank and outstanding at such time and (D) the aggregate
         principal amount of all Competitive Bid Advances outstanding at such
         time.

                                       3

<PAGE>

                  (b)      Section 1.01 is further amended by adding thereto, in
appropriate alphabetical sequence, the following definitions:

                  "Notice of Swing Line Borrowing" has the meaning specified in
         Section 2.02(b).

                  "Specified Information" has the meaning specified in Section
         8.08(b).

                  "Swing Line Advance" means an advance made by the Swing Line
         Bank pursuant to Section 2.01(c) or any other Lender by purchase from
         the Swing Line Bank pursuant to Section 2.02(b).

                  "Swing Line Advance Maturity Date" has the meaning specified
         in Section 2.02(b).

                  "Swing Line Bank" means Citibank.

                  "Swing Line Borrowing" means a Borrowing consisting of a Swing
         Line Advance made by the Swing Line Bank.

                  "Swing Line Commitment" means with respect to the Swing Line
         Bank at any time the amount set forth opposite the Swing Line Bank's
         name on the signature pages hereof, as such amount may be terminated or
         reduced, as the case may be, at or prior to such time pursuant to
         Section 2.06.

                  (c)      The definition of "Confidential Information" in
Section 1.01 is deleted in its entirety.

                  (d)      Clause (b) of the definition of "Public Debt Rating"
in Section 1.01 is amended by deleting the phrase "in accordance with Level 5"
and substituting therefor the phrase "in accordance with Level 6".

                  (e)      Section 2.01 is amended by adding to the end thereof
a new subsection (c) to read as follows:

                  (c)      The Swing Line Advances. The Swing Line Bank agrees,
         on the terms and conditions hereinafter set forth, to make Swing Line
         Advances to the Borrower from time to time on any Business Day during
         the period from the date hereof until the Termination Date (i) in an
         aggregate amount not to exceed at any time outstanding $15,000,000 (the
         "Swing Line Facility") and (ii) in an amount for each such Advance not
         to exceed the Unused Revolving Credit Commitments of the Lenders
         immediately prior to the making of such Advance. The Swing Line Bank
         agrees to make one or more Swing Line Advances on any Business Day. No
         Swing Line Advance shall be used for the purpose of funding the payment
         of principal of any other Swing Line Advance. Each Swing Line Borrowing
         shall be in an amount of $1,000,000 or an integral multiple thereof and
         shall consist of a Base Rate Advance made by the Swing Line Bank.
         Within the limits of the Swing Line Facility and within the limits
         referred to in clause (ii) above, the Borrower may borrow under this
         2.01(c), prepay pursuant to Section 2.10 and reborrow under this
         Section 2.01(c).

                  (f)      Section 2.02 is amended by adding immediately after
subsection (a) thereof a new subsection (b) to read as follows:

                                       4

<PAGE>

                  (b)      Each Swing Line Borrowing shall be made on notice,
         given not later than 3:00 P.M. (New York City time) on the date of the
         proposed Swing Line Borrowing by the Borrower to the Swing Line Bank
         and the Agent, of which the Agent shall give prompt notice to the
         Lenders. Each such notice of a Swing Line Borrowing (a "Notice of Swing
         Line Borrowing") shall be by telephone, confirmed at once in writing,
         or telecopier or telex, specifying therein the requested (i) date of
         such Borrowing, (ii) amount of such Borrowing and (iii) maturity of
         such Borrowing (which maturity shall be no later than the earlier of
         (A) the fifth Business Day after the requested date of such Borrowing
         and (B) the Termination Date (the "Swing Line Advance Maturity Date")).
         The Swing Line Bank shall, before 5:00 P.M. (New York City time) on the
         date of such Swing Line Borrowing, make such Swing Line Borrowing
         available to the Agent at the Agent's Account, in same day funds. After
         the Agent's receipt of such funds and upon fulfillment of the
         applicable conditions set forth in Article III, the Agent will make
         such funds available to the Borrower at the Agent's address referred to
         in Section 8.02. Upon written demand by the Swing Line Bank, with a
         copy of such demand to the Agent, each other Lender will purchase from
         the Swing Line Bank, and the Swing Line Bank shall sell and assign to
         each such other Lender, such other Lender's Ratable Share of such
         outstanding Swing Line Advance, by making available for the account of
         its Applicable Lending Office to the Agent for the account of the Swing
         Line Bank, by deposit to the Agent's Account, in same day funds, an
         amount equal to its Ratable Share of such Swing Line Advance. The
         Borrower hereby agrees to each such sale and assignment. Each Lender
         agrees to purchase its Ratable Share of an outstanding Swing Line
         Advance on (i) the Business Day on which demand therefor is made by the
         Swing Line Bank, provided that notice of such demand is given not later
         than 11:00 A.M. (New York City time) on such Business Day or (ii) the
         first Business Day next succeeding such demand if notice of such demand
         is given after such time. Upon any such assignment by the Swing Line
         Bank to any other Lender of a portion of a Swing Line Advance, the
         Swing Line Bank represents and warrants to such other Lender that the
         Swing Line Bank is the legal and beneficial owner of such interest
         being assigned by it, but makes no other representation or warranty and
         assumes no responsibility with respect to such Swing Line Advance, this
         Agreement, the Notes or the Borrower. If and to the extent that any
         Lender shall not have so made its Ratable Share of such Swing Line
         Advance available to the Agent, such Lender agrees to pay to the Agent
         forthwith on demand such amount together with interest thereon, for
         each day from the date such Lender is required to have made such amount
         available to the Agent until the date such amount is paid to the Agent,
         at the Federal Funds Rate. If such Lender shall pay to the Agent such
         amount for the account of the Swing Line Bank on any Business Day, such
         amount so paid in respect of principal shall constitute a Swing Line
         Advance made by such Lender on such Business Day for purposes of this
         Agreement, and the outstanding principal amount of the Swing Line
         Advance made by the Swing Line Bank shall be reduced by such amount on
         such Business Day.

                  (g)      Section 2.02 is further amended by (i) relettering
subsections "(b)", "(c)", "(d)" and "(e)" as subsections "(c)", "(d)", "(e)" and
"(f)", respectively and (ii) by inserting immediately after the phrase "Notice
of Revolving Credit Borrowing" in subsection (c) the phrase "and Notice of Swing
Line Borrowing".

                  (h)      Section 2.06(b) is amended by adding to the end
thereof the following sentence:

         The Swing Line Facility shall be permanently reduced from time to time
         on the date of each reduction in the Revolving Credit Commitments by
         the amount, if any, by which the amount of the Swing Line Commitment
         exceeds the Revolving Credit Facility after giving effect to such
         reduction of the Revolving Credit Facility.

                                       5

<PAGE>

                  (i)      Section 2.07 is amended by adding to the end thereof
a new subsection (c) to read as follows:

                  (c)      Swing Line Advances. The Borrower shall repay to the
         Agent for the account of (i) the Swing Line Bank and (ii) each other
         Lender which has made a Swing Line Advance by purchase from the Swing
         Line Bank pursuant to Section 2.02(b) the outstanding principal amount
         of each Swing Line Advance made by each of them on the Swing Line
         Advance Maturity Date specified in the applicable Notice of Swing Line
         Borrowing.

                  (j)      Section 2.08(a)(i) is amended in full to read as
         follows:

                  (i)      Base Rate Advances. During such periods as such
         Advance is a Base Rate Advance, a rate per annum equal at all times to
         the sum of (x) the Base Rate in effect from time to time plus (y) the
         Applicable Margin in effect from time to time plus (z) the Applicable
         Utilization Fee in effect from time to time, payable in arrears (A) in
         the case of a Base Rate Advance that is not a Swing Line Advance,
         quarterly on the last day of each March, June, September and December
         during such periods and on the date such Base Rate Advance shall be
         Converted or paid in full or (B) in the case of a Base Rate Advance
         that is a Swing Line Advance, on the date such Swing Line Advance shall
         be paid in full.

                  (k)      Section 2.11(a) is amended in full to read as
         follows:

                  (a) Optional. The Borrower may, upon notice at least three
         Business Days' prior to the date of such prepayment, in the case of
         Eurodollar Rate Advances, and not later than 11:00 A.M. (New York City
         time) on the date of such prepayment, in the case of Base Rate Advances
         and Swing Line Advances, to the Agent stating the proposed date and
         aggregate principal amount of the prepayment, and if such notice is
         given the Borrower shall, prepay the outstanding principal amount of
         the Revolving Credit Advances comprising part of the same Revolving
         Credit Borrowing, Swing Line Advances comprising part of the same Swing
         Line Borrowing or the Letter of Credit Advances in whole or ratably in
         part, together with accrued interest to the date of such prepayment on
         the principal amount prepaid; provided, however, that (x) each partial
         prepayment shall be in an aggregate principal amount of (i) $10,000,000
         or an integral multiple of $1,000,000 in excess thereof and (ii)
         $1,000,000 or an integral multiple thereof in the case of Swing Line
         Advances and (y) in the event of any such prepayment of a Eurodollar
         Rate Advance, the Borrower shall be obligated to reimburse the Lenders
         in respect thereof pursuant to Section 8.04(c).

                  (l)      Section 2.15(a) is amended by deleting the phrase
"present or future taxes, levies, imposts" and substituting therefor the phrase
"present or future withholding taxes, including levies, imposts".

                  (m)      Section 2.15 (b) is amended in full to read as
follows:

                  (b)      In addition, the Borrower shall pay any present or
         future stamp or documentary taxes or any other excise or property
         taxes, charges or similar levies that arise from any payment made
         hereunder or under the Notes or any other documents to be delivered
         hereunder or from the execution, delivery or registration of,
         performing under, or otherwise with respect to, this Agreement or the
         Notes or any other documents to be delivered hereunder, but excluding
         all other United States federal taxes other than withholding taxes
         (hereinafter referred to as "Other Taxes").

                                       6

<PAGE>

                  (n)      Section 2.16 is amended by deleting the phrase
"Revolving Credit Advances or Letter of Credit Advances" and substituting
therefor the phrase "Revolving Credit Advances, Swing Line Advances or Letter of
Credit Advances" in each place such phrase appears.

                  (o)      Section 2.17(a) is amended by (i) deleting the phrase
"each Revolving Credit Advance and Letter of Credit Advance" and substituting
therefor the phrase "each Revolving Credit Advance, Swing Line Advance and
Letter of Credit Advance" and (ii) deleting the phrase "Revolving Credit
Advances or Letter of Credit Advances" and substituting therefor the phrase
"Revolving Credit Advances, Swing Line Advances or Letter of Credit Advances" in
each place such phrase appears.

                  (p)      Section 3.02 is amended in full to read as follows:

                           SECTION 3.02. Conditions Precedent to Each Revolving
         Credit Borrowing, Each Swing Line Borrowing and Each Issuance. The
         obligation of each Lender and the Swing Line Bank to make an Advance
         (other than a Competitive Bid Advance and other than a Swing Line
         Advance made by a Lender pursuant to Section 2.02(b)) and the
         obligation of the Issuing Bank to issue a Letter of Credit, shall be
         subject to the conditions precedent that the Effective Date shall have
         occurred and on the date of such Revolving Credit Borrowing, such Swing
         Line Borrowing or such issuance (a) the following statements shall be
         true (and each of the giving of the applicable Notice of Revolving
         Credit Borrowing, Notice of Swing Line Borrowing or Notice of Issuance
         and the acceptance by the Borrower of the proceeds of such Revolving
         Credit Borrowing, such Swing Line Borrowing or of such Letter of Credit
         shall constitute a representation and warranty by the Borrower that on
         the date of such Borrowing or issuance such statements are true):

                           (i)      the representations and warranties contained
                  in Section 4.01 (except, in the case of Revolving Credit
                  Borrowings and Swing Line Borrowings, the representations set
                  forth in the last sentence of subsection (e) thereof and in
                  subsection (f)(i) thereof) are correct on and as of such date,
                  before and after giving effect to such Revolving Credit
                  Borrowing, Swing Line Borrowing or issuance and to the
                  application of the proceeds therefrom, as though made on and
                  as of such date, and

                           (ii)     no event has occurred and is continuing, or
                  would result from such Revolving Credit Borrowing, Swing Line
                  Borrowing or issuance or from the application of the proceeds
                  therefrom, that constitutes a Default;

         and (b) the Agent shall have received such other approvals, opinions or
         documents as any Lender Party through the Agent may reasonably request.

                  (q)      Section 6.01 is amended by replacing the
parenthetical phrase "(other than Letter of Credit Advances by the Issuing Bank
or a Lender pursuant to Section 2.04(c))" with the parenthetical phrase "(other
than (x) Swing Line Advances to be made by a Lender pursuant to Section 2.02(b)
and (y) Letter of Credit Advances by the Issuing Bank or a Lender pursuant to
Section 2.04(c))" in each place such phrase appears.

                  (r)      Section 8.01 is amended by adding to the end of the
second proviso a new clause (z) to read "and (z) no amendment, waiver or consent
shall, unless in writing and signed by the Swing Line Bank in addition to the
Lenders required above to take such action, affect the rights or obligations of
the Swing Line Bank under this Agreement".

                                       7

<PAGE>

                  (s)      Section 8.07(f) is amended by replacing the phrase
"Confidential Information" with the phrase "Borrower Information".

                  (t)      Section 8.08 is amended in full to read as follows:

                  (a)      The Borrower, the Lenders and the Agent hereby agree
         that each of the Borrower, the Lenders and the Agent (and each of their
         respective, and their respective affiliates', employees, officers,
         directors, agents and advisors) is, and has been from the commencement
         of discussions with respect to the facility established by this
         Agreement (the "Facility"), permitted to disclose to any and all
         Persons, without limitation of any kind, the structure and tax aspects
         (as such terms are used in Internal Revenue Code Sections 6011, 6111
         and 6112 and the regulations promulgated thereunder) of the Facility,
         and all materials of any kind (including opinions or other tax
         analyses) that are or have been provided to the Borrower, such Lender
         or the Agent related to such structure and tax aspects. In this regard,
         each of the Borrower, the Lenders and the Agent acknowledges and agrees
         that its disclosure of the structure or tax aspects of the Facility is
         not limited in any way by an express or implied understanding or
         agreement, oral or written (whether or not such understanding or
         agreement is legally binding). Furthermore, each of the Borrower, the
         Lenders and the Agent acknowledges and agrees that it does not know or
         have reason to know that its use or disclosure of information relating
         to the structure or tax aspects of the Facility is limited in any other
         manner (such as where the Facility is claimed to be proprietary or
         exclusive) for the benefit of any other Person. To the extent that
         disclosure of the structure or tax aspects of the Facility by the
         Borrower, the Agent or the Lenders is limited by any existing agreement
         between the Borrower and the Agent or the Lenders, such limitation is
         agreed to be void ab initio and such agreement is hereby amended to
         permit disclosure of the structure and tax aspects of the Facility as
         provided in this paragraph (a).

                  (b)      Subject to paragraph (a) of this Section 8.08,
         neither the Agent nor any Lender may disclose to any Person any
         information that the Borrower furnishes to the Agent or any Lender in a
         writing designated as confidential or that is otherwise specifically
         identified as being confidential (such information being referred to
         collectively herein as the "Borrower Information"), except that each of
         the Agent and each of the Lenders may disclose Borrower Information (i)
         to its and its affiliates' employees, officers, directors, agents and
         advisors (it being understood that the Persons to whom such disclosure
         is made will be informed of the confidential nature of such Borrower
         Information and will expressly agree to keep such Borrower Information
         confidential on substantially the same terms as provided herein), (ii)
         to the extent requested by any regulatory authority, (iii) to the
         extent required by applicable laws or regulations or by any subpoena or
         similar legal process, (iv) to any other party to this Agreement, (v)
         in connection with the exercise of any remedies hereunder or any suit,
         action or proceeding relating to this Agreement or the enforcement of
         rights hereunder, (vi) subject to an agreement containing provisions
         substantially the same as those of this Section 8.08, to any assignee
         of or participant in, or any prospective assignee of or participant in,
         any of its rights or obligations under this Agreement, (vii) to the
         extent such Borrower Information (A) is or becomes generally available
         to the public on a non-confidential basis other than as a result of a
         breach of this Section 8.08 by the Agent or such Lender, or (B) is or
         becomes available to the Agent or such Lender on a nonconfidential
         basis from a source other than the Borrower and (viii) with the written
         consent of the Borrower.

                  (u)      Exhibit A-1 is replaced with Exhibit A-1 to this
Amendment.

                  (v)      Schedule 5.02(a) is replaced with Schedule 5.02(a) to
this Amendment.

                                       8

<PAGE>

                  SECTION 2.        Conditions of Effectiveness. This Amendment
shall become effective as of the date first above written, provided that, on or
before March 14, 2003, the Agent shall have received counterparts of this
Amendment executed by the Borrower and the Required Lenders or, as to any of the
Lenders, advice satisfactory to the Agent that such Lender has executed this
Amendment. This Amendment is subject to the provisions of Section 8.01 of the
Credit Agreement.

                  SECTION 3.        Representations and Warranties of the
Borrower. The Borrower represents and warrants as follows:

                           (a)      The Borrower is a corporation duly
         organized, validly existing and in good standing under the laws of the
         State of Delaware.

                           (b)      The execution, delivery and performance by
         the Borrower of this Amendment and the Credit Agreement and the Notes,
         as amended hereby, are within the Borrower's corporate powers, have
         been duly authorized by all necessary corporate action and do not (i)
         contravene the Borrower's charter or by-laws or (ii) law or any
         contractual restriction binding on or affecting the Borrower.

                           (c)      No authorization or approval or other action
         by, and no notice to or filing with, any governmental authority or
         regulatory body or any other third party is required for the due
         execution, delivery or performance by the Borrower of this Amendment or
         the Credit Agreement and the Notes, as amended hereby.

                           (d)      This Amendment has been duly executed and
         delivered by the Borrower. This Amendment and the Credit Agreement and
         the Notes, as amended hereby, are legal, valid and binding obligations
         of the Borrower, enforceable against the Borrower in accordance with
         their respective terms, except as enforceability may be limited by
         applicable bankruptcy, insolvency, reorganization, moratorium or
         similar laws affecting the enforcement of creditors' rights generally
         and by general equitable principles (whether enforcement is sought by
         proceedings in equity or at law).

                           (e)      There is no pending or, to the knowledge of
         the Borrower, threatened action, suit, investigation, litigation or
         proceeding, including, without limitation, any Environmental Action,
         affecting the Borrower or any of its Subsidiaries before any court,
         governmental agency or arbitrator that (i) could be reasonably expected
         to have a Material Adverse Effect or (ii) purports to affect the
         legality, validity or enforceability of this Amendment or the Credit
         Agreement or the Notes, as amended hereby.

                  SECTION 4.        Reference to and Effect on the Credit
Agreement and the Notes. (a) On and after the effectiveness of this Amendment,
each reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof" or words of like import referring to the Credit Agreement, and each
reference in the Notes to "the Credit Agreement", "thereunder", "thereof" or
words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement, as amended by this Amendment.

                  (b)      The Credit Agreement and the Notes, as specifically
amended by this Amendment, are and shall continue to be in full force and effect
and are hereby in all respects ratified and confirmed.

                                       9

<PAGE>

                  (c)      The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender or the Agent under the Credit
Agreement, nor constitute a waiver of any provision of the Credit Agreement.

                  SECTION 5.        Costs and Expenses. The Borrower agrees to
pay on demand all costs and expenses of the Agent in connection with the
preparation, execution, delivery and administration, modification and amendment
of this Amendment and the other instruments and documents to be delivered
hereunder (including, without limitation, the reasonable fees and expenses of
counsel for the Agent) in accordance with the terms of Section 8.04 of the
Credit Agreement.

                  SECTION 6.        Execution in Counterparts. This Amendment
may be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.

                  SECTION 7.        Governing Law. This Amendment shall be
governed by, and construed in accordance with, the laws of the State of New
York.

                                       10

<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.

                                                  YORK INTERNATIONAL CORPORATION

                                                  By _______________________
                                                     Title:

ACCEPTED and AGREED:

CITIBANK, N.A., as Agent and as Lender

     By_______________________
     Title:

JPMORGAN CHASE BANK

By _______________________
   Title:

BANK OF TOKYO-MITSUBISHI TRUST COMPANY

By _______________________
   Title:

WACHOVIA BANK, NATIONAL ASSOCIATION

By _______________________
   Title:

FLEET NATIONAL BANK

By _______________________
   Title:

NORDEA BANK FINLAND PLC
(formerly known as Merita Bank PLC)

By _______________________
   Title:

By _______________________
   Title:

                                       11

<PAGE>

THE BANK OF NOVA SCOTIA

By _______________________
   Title:

BNP PARIBAS

By _______________________
   Title:

By _______________________
   Title:

DANSKE BANK

By _______________________
   Title:

ING BANK

By _______________________
   Title:

PNC BANK, N.A.

By _______________________
   Title:

THE ROYAL BANK OF SCOTLAND PLC

By _______________________
   Title:

ALLFIRST BANK

By _______________________
   Title:

INTESABCI - NEW YORK BRANCH

By _______________________
   Title:

                                       12

<PAGE>

THE BANK OF NEW YORK

By _______________________
   Title:

DRESDNER BANK LATEINAMERIKA AG, MIAMI AGENCY

By _______________________
   Title:

                                       13

<PAGE>

                                                           EXHIBIT A-1 - FORM OF
                                                                REVOLVING CREDIT
                                                                 PROMISSORY NOTE

U.S.$_______________                               Dated:  _______________, 200_

                  FOR VALUE RECEIVED, the undersigned, YORK INTERNATIONAL
CORPORATION, a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to
the order of _________________________ (the "Lender") for the account of its
Applicable Lending Office on the Termination Date (each as defined in the Credit
Agreement referred to below) the principal sum of U.S.$[amount of the Lender's
Revolving Credit Commitment in figures] or, if less, the aggregate principal
amount of the Revolving Credit Advances, Swing Line Advances and Letter of
Credit Advances made by the Lender to the Borrower pursuant to the Five Year
Credit Agreement dated as of May 29, 2001 among the Borrower, the Lender and
certain other lenders parties thereto, and Citibank, N.A. as Agent for the
Lender and such other lenders (as amended or modified from time to time, the
"Credit Agreement"; the terms defined therein being used herein as therein
defined) outstanding on the Termination Date.

                  The Borrower promises to pay interest on the unpaid principal
amount of each Revolving Credit Advance, Swing Line Advance and Letter of Credit
Advance from the date of such Revolving Credit Advance, Swing Line Advance and
Letter of Credit Advance until such principal amount is paid in full, at such
interest rates, and payable at such times, as are specified in the Credit
Agreement.

                  Both principal and interest are payable in lawful money of the
United States of America to Citibank, as Agent, at 399 Park Avenue, New York,
New York 10043, in same day funds. Each Revolving Credit Advance, Swing Line
Advance and Letter of Credit Advance owing to the Lender by the Borrower
pursuant to the Credit Agreement, and all payments made on account of principal
thereof, shall be recorded by the Lender and, prior to any transfer hereof,
endorsed on the grid attached hereto which is part of this Promissory Note.

                  This Promissory Note is one of the Revolving Credit Notes
referred to in, and is entitled to the benefits of, the Credit Agreement. The
Credit Agreement, among other things, (i) provides for the making of Revolving
Credit Advances by the Lender to the Borrower, the making of Swing Line Advances
by the Swing Line Bank to the Borrower and the issuance of Letters of Credit by
the Issuing Bank from time to time in an aggregate amount not to exceed at any
time outstanding the U.S. dollar amount first above mentioned, the indebtedness
of the Borrower resulting from each such Revolving Credit Advance, each Swing
Line Advance and each Letter of Credit Advance being evidenced by this
Promissory Note and (ii) contains provisions for acceleration of the maturity
hereof upon the happening of certain stated events and also for prepayments on
account of principal hereof prior to the maturity hereof upon the terms and
conditions therein specified.

                                                  YORK INTERNATIONAL CORPORATION

                                                  By __________________________
                                                     Title:

                                       14

<PAGE>

                       ADVANCES AND PAYMENTS OF PRINCIPAL

<TABLE>
<CAPTION>
                                                       AMOUNT OF
                              AMOUNT OF             PRINCIPAL PAID           UNPAID PRINCIPAL             NOTATION
DATE                           ADVANCE                OR PREPAID                 BALANCE                   MADE BY
------------------------------------------------------------------------------------------------------------------
<S>                           <C>                   <C>                      <C>                          <C>
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       15

<PAGE>

                                Schedule 5.02(a)

                                      Liens

         (i)      The interest of lessors under various capital leases of
computer and other office equipment and other miscellaneous property and
equipment with an aggregate value of less than $15,000,000.

         (ii)     Any security interest or encumbrance on assets of the Borrower
or its Subsidiaries arising in connection with the December 1999 equipment lease
financing of the Borrower if, pursuant to FASB Interpretation No. 46,
Consolidation of Variable Interest Entities, dated January 2003, the equipment
lease financing is required to be reflected in the accounts of the Borrower.

                                       16