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                                                                     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:

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                  "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:

                                       2

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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

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                                  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: _______________________________________


                                      S-2

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                                  LIBERTY STREET FUNDING CORP., as a
                                  Conduit Purchaser and a Related Committed
                                  Purchaser

                                  By: __________________________________________
                                  Name: ________________________________________
                                  Title: _______________________________________


                                      S-3

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                                  PNC BANK, NATIONAL ASSOCIATION,
                                  as Market Street Purchaser Agent

                                  By: __________________________________________
                                  Name: ________________________________________
                                  Title: _______________________________________

                                      S-4

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                                  THE BANK OF NOVA SCOTIA,
                                  as Liberty Street Purchaser Agent

                                  By: __________________________________________
                                  Name: ________________________________________
                                  Title: _______________________________________


                                      S-5