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                                                                     EXHIBIT 4.9

                AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT

         THIS AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT (this
"Amendment") dated as of May 19, 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, 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      Section 1.7 is hereby amended and restated in its
         entirety as the following:

                           (a)      If any Purchaser Agent, Purchaser, Liquidity
                  Provider, the Administrator or any other Program Support
                  Provider or any of their respective Affiliates (each an
                  "Affected Person") reasonably determines that the existence of
                  or compliance with: (i) any law or regulation or generally
                  accepted accounting standard or any change therein or in the
                  interpretation or application thereof, in each case adopted,
                  issued or occurring after the date hereof, or (ii) any
                  request, guideline or directive from any central bank or other
                  Governmental Authority (whether or not having the force of
                  law) issued or occurring after the date of this Agreement,
                  affects or would affect the amount of capital required or
                  expected to be maintained by such Affected Person, and such
                  Affected Person determines that the amount of such capital is
                  increased by or based upon the existence of any commitment to
                  make purchases of (or otherwise to maintain the investment in)
                  Pool Receivables related to this Agreement or any related
                  liquidity facility, credit enhancement facility or other
                  commitments of the same type, then, upon demand by such
                  Affected Person (with a copy to the Administrator), the Seller
                  shall promptly pay to

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                  the Administrator, for the account of such Affected Person,
                  from time to time as specified by such Affected Person,
                  additional amounts sufficient to compensate such Affected
                  Person for both increased costs and maintenance of bargained
                  for yield in the light of such circumstances, to the extent
                  that such Affected Person reasonably determines such increase
                  in capital to be allocable to the existence of any of such
                  commitments. A certificate as to such amounts submitted to the
                  Seller and the Administrator by such Affected Person shall be
                  conclusive and binding for all purposes, absent manifest
                  error.

                           (b)      If, due to either: (i) the introduction of
                  or any change in or in the interpretation of any law,
                  regulation or generally accepted accounting standard or (ii)
                  compliance with any guideline or request from any central bank
                  or other Governmental Authority (whether or not having the
                  force of law), there shall be any increase in the cost to any
                  Affected Person of agreeing to purchase or purchasing, or
                  maintaining the ownership of, the Purchased Interest or any
                  portion thereof in respect of which Discount is computed by
                  reference to the Euro-Rate, then, upon demand by such Affected
                  Person, the Seller shall promptly pay to such Affected Person,
                  from time to time as specified by such Affected Person,
                  additional amounts sufficient to compensate such Affected
                  Person for both increased costs and maintenance of bargained
                  for yield. A certificate as to such amounts submitted to the
                  Seller and the Administrator by such Affected Person shall be
                  conclusive and binding for all purposes, absent manifest
                  error.

                           (c)      If such increased costs affect the related
                  Affected Person's portfolio of financing transactions, such
                  Affected Person shall use reasonable averaging and attribution
                  methods to allocate such increased costs to the transactions
                  contemplated by this Agreement.

                           (d)      Each Affected Person will notify Seller and
                  the applicable Purchaser Agent promptly after it has received
                  official notice of any event which will entitle such Affected
                  Person to such additional amounts as compensation pursuant to
                  this Section 1.7. Such additional amounts shall accrue from
                  the date as to which such Affected Person becomes subject to
                  such additional costs as a result of such event (or if such
                  notice of such event is not given to Seller by such Affected
                  Person within 90 days after such Affected Person received such
                  official notice of such event, from the date which is 90 days
                  prior to the date such notice is given to Seller by such
                  Affected Person).

                           For avoidance of doubt any increase in cost and/or
                  reduction in yield caused by regulatory capital allocation
                  adjustments due to Financial Accounting Standards Board's
                  Interpretation 46 (or any future statement or interpretation
                  issued by the Financial Accounting Standards Board or any
                  successor thereto) shall be covered by this Section 1.7.

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                  2.2      Section 6.5 of the Agreement is hereby amended by
         labeling the existing paragraph as "(a)" and adding the following
         clause (b) in its entirety as follows:

                           (b)      Notwithstanding any provisions contained in
                  this Agreement to the contrary, no Conduit Purchaser shall or
                  shall be obligated to, pay any amount, if any, payable by it
                  pursuant to this Agreement or any other Transaction Document
                  unless (i) such Conduit Purchaser has received funds which may
                  be used to make such payment and which funds are not required
                  to repay the Notes when due and (ii) after giving effect to
                  such payment, either (x) such Conduit Purchaser could issue
                  Notes to refinance all outstanding Notes (assuming such
                  outstanding Notes matured at such time) in accordance with the
                  program documents governing such Conduit Purchaser's
                  securitization program or (y) all Notes are paid in full. Any
                  amount which such Conduit Purchaser does not pay pursuant to
                  the operation of the preceding sentence shall not constitute a
                  claim (as defined in Section 101 of the Bankruptcy Code)
                  against or company obligation of such Conduit Purchaser for
                  any such insufficiency unless and until such Conduit Purchaser
                  satisfies the provisions of clauses (i) and (ii) above. The
                  provisions of this paragraph shall survive any termination of
                  this Agreement.

                  2.3      The following defined terms are hereby added to
         Exhibit I to the Agreement, as alphabetically appropriate.

                           "UPG Cash Discount Reserve" means, at any time, the
                  greater of (a) the balance as of the end of the most recent
                  Fiscal Month of reserves or liabilities maintained on the
                  books and records of the Unitary Products Group segment of
                  York or the Servicer in the ordinary course of business
                  according to policies consistently applied and reported on the
                  Information Package related to, or in anticipation of, cash
                  discounts affecting the Receivables; or (b) the highest amount
                  of credits issued in any Fiscal Month over the immediately
                  preceding three Fiscal Months related to such cash discounts
                  credits.

                           "UPG Price Discount Matrix Reserve" means, at any
                  time, the greater of (a) the balance as of the end of the most
                  recent Fiscal Month of reserves or liabilities maintained on
                  the books and records of the Unitary Products Group segment of
                  York or the Servicer in the ordinary course of business
                  according to policies consistently applied and reported on the
                  Information Package related to, or in anticipation of, price
                  discounts affecting the Receivables; or (b) the actual amount
                  of credits issued against Receivables in the most recent
                  Fiscal Month related to such pricing discounts.

                           "UPG Co-op Advertising Reserve" means, at any time,
                  the greater of (a) the balance as of the beginning of the most
                  recent Fiscal Month of reserves or liabilities maintained on
                  the books and records of the Unitary

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                  Products Group segment of York or the Servicer in the ordinary
                  course of business according to policies consistently applied
                  and reported on the Information Package related to, or in
                  anticipation of, co-op advertising programs affecting the
                  Receivables; or (b) the amount of credits issued in the most
                  recent Fiscal Month related to such co-op advertising
                  programs.

                           "UPG Volume Rebates Reserve" means, at any time, an
                  amount equal to the sum of (A) an amount equal to the product
                  of (x) 0.50 and (y) the balance as of the beginning of the
                  most recent Fiscal Month of reserves or liabilities maintained
                  on the books and records of the Unitary Products Group segment
                  of York or the Servicer in the ordinary course of business
                  according to policies consistently applied and reported on the
                  Information Package related to, or in anticipation of, volume
                  rebates affecting the Receivables; and (B) the amount of
                  credits issued in the most recent Fiscal Month related to such
                  volume rebates (if current month credits are less than or
                  equal to $0, then credits issued in the Fiscal Month that is
                  one month prior to the current Fiscal Month).

                           "York Refrigeration Group Rebate Reserve" means, at
                  any time, the greater of (a) the balance as of the beginning
                  of the most recent Fiscal Month of reserves or liabilities
                  maintained on the books and records of the York Refrigeration
                  Group segment of York or the Servicer in the ordinary course
                  of business according to policies consistently applied and
                  reported on the Information Package related to, or in
                  anticipation of, rebate programs affecting the Receivables; or
                  (b) the amount of credits issued in the most recent Fiscal
                  Month related to such rebate programs.

                  2.4      The definition of "Adverse Claim" set forth in
         Exhibit I to the Agreement is hereby amended by adding the phrase "or
         the federal government with respect to any Receivable described in
         clause (a)(ii)(B) of the definition of "Eligible Receivable."

                  2.5      Clause (d) of the definition of "Concentration
         Percentage" set forth in Exhibit I to the Agreement is hereby amended
         by deleting the percentage "4.0%" therein and substituting the
         percentage "5.0%" therefor.

                  2.6      Clause (a) of the definition of "Default Ratio" set
         forth in Exhibit I to the Agreement is hereby amended by inserting the
         phrase "(other than any Receivable the Obligor of which is an Affiliate
         of any Originator)" immediately following the phrase "Defaulted
         Receivables" therein.

                  2.7      Clause (b)(i) and (b)(ii) of the definition of
         "Default Ratio" set forth in Exhibit I to the Agreement is hereby
         amended by inserting the phrase "(other than any sales made to an
         Obligor which is an Affiliate of any Originator)" immediately following
         the phrase "the Originators" therein.

                  2.8      Clause (a) of the definition of "Delinquency Ratio"
         set forth in Exhibit I to the Agreement is hereby amended by inserting
         the phrase "(other than any Receivable the

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         Obligor of which is an Affiliate of any Originator)" immediately
         following the phrase "Delinquent Receivables" therein.

                  2.9      Clause (b) of the definition of "Delinquency Ratio"
         set forth in Exhibit I to the Agreement is hereby amended by inserting
         the phrase "(other than any Receivable the Obligor of which is an
         Affiliate of any Originator)" immediately following the phrase "Pool
         Receivables" therein.

                  2.10     The definition of "Dilution Ratio" set forth in
         Exhibit I to the Agreement is hereby amended and restated in its
         entirety as follows:

                           "Dilution Ratio" means the ratio (expressed as a
                  percentage and rounded to the nearest 1/100th of 1%, with
                  5/1000th of 1% rounded upward), computed as of the last day of
                  each Fiscal Month by dividing: (a) the aggregate amount of
                  payments made or owed by the Seller pursuant to Section
                  1.4(e)(i) of the Agreement during such Fiscal Month excluding
                  payments related to Ineligible Elimination Amounts,
                  Specifically Reserved Dilution Amount and amounts reported as
                  non-dilutive credits and rebills on the Information Package,
                  by (b) (i) if such Fiscal Month is March, June, September or
                  December, the aggregate credit sales made by the Originators
                  during the Fiscal Month that is one month prior to such Fiscal
                  Month plus 0.25 times the aggregate credit sales made by the
                  Originators during the Fiscal Month that is two months prior
                  to such Fiscal Month, (ii) if such Fiscal Month is January,
                  April, July or October, the aggregate credit sales made by the
                  Originators during the Fiscal Month that is one month prior to
                  such Fiscal Month times 0.80, and (iii) if such Fiscal Month
                  is February, May, August or November, the aggregate credit
                  sales made by the Originators during the Fiscal Month that is
                  one month prior to such Fiscal Month.

                  2.11     Clause (a) of the definition of "Dilution Reserve
         Percentage" set forth in Exhibit I to the Agreement is hereby amended
         by deleting the percentage "6.0%" therein and substituting the
         percentage "10.0%" therefor.

                  2.12     The definition of "DHR" set forth in the definition
         of "Dilution Reserve Percentage" set forth in Exhibit I to the
         Agreement is hereby amended and restated in its entirety as follows:

                  DHR   =  the "Dilution Horizon Ratio," which shall be equal to
                           the aggregate credit sales made by the Originators
                           (other than sales to Obligors which are Affiliates of
                           any Originator) during the two preceding Fiscal
                           Months divided by the Net Receivables Pool Balance as
                           of the last day of most recent Fiscal Month;
                           provided, however, if the Servicer has a rating of at
                           least BBB- from Standard & Poor's and Baa3 from
                           Moody's, the "Dilution Horizon Ratio" shall be equal
                           to (i) the aggregate credit sales made by the
                           Originators

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                           (other than sales to Obligors which are Affiliates of
                           any Originator) during the preceding Fiscal Month
                           plus (ii) 50% of the aggregate credit sales made by
                           the Originators (other than sales to Obligors which
                           are Affiliates of any Originator) during the
                           penultimate Fiscal Month.

                  2.13     Clause (a) of the definition of "Eligible Receivable"
         set forth in Exhibit I to the Agreement is hereby amended in its
         entirety to read as follows:

                  (a) the Obligor of which is (i) a United States resident;
                  provided, however, if (A) the Obligor of such Receivable is an
                  Eligible Foreign Obligor, (B) such Receivable results from
                  goods and services sold in and performed in and/or shipped
                  from the United States by the applicable Originator and (C)
                  payment for such goods and services is denominated and payable
                  only in U.S. dollars in the United States and payable to such
                  Originator at a Lock-Box Bank and subject to a Lock-Box
                  Agreement, such Receivable shall be deemed to satisfy the
                  requirements of this clause (a)(i) to the extent that the sum
                  of the Outstanding Balance of such Receivables satisfying the
                  requirements set forth in clauses (a)(i)(A) through (C) does
                  not exceed 5.00% of the aggregate Outstanding Balance of all
                  other Eligible Receivables; (ii) not a government or a
                  governmental subdivision, affiliate or agency; provided,
                  however, that if the Obligor of such Receivable is (A) a state
                  or local government or a governmental subdivision, affiliate
                  or agency thereof as to which the Seller shall have provided
                  evidence (including opinions or memorandum of counsel)
                  satisfactory to the Administrator that the Receivables of such
                  state or local government Obligor are not subject to any
                  limitations on assignment similar in any respect to the
                  Federal Assignment of Claims Act, such Receivable shall be
                  deemed to satisfy the requirements of this clause (a)(ii)(A)
                  to the extent that the sum of the Outstanding Balance of such
                  Receivables is less than or equal to 5.00% of the aggregate
                  Outstanding Balance of all other Eligible Receivables, at such
                  time as determined, without giving effect to this proviso or
                  the proviso to clause (a)(i); or (B) a federal government or a
                  governmental subdivision, affiliate or agency thereof, such
                  Receivable shall be deemed to satisfy the requirements of this
                  clause (a)(ii) to the extent that the sum of the aggregate
                  Outstanding Balance of such Receivables is less than or equal
                  to 2.50% of all other Eligible Receivables at such time as
                  determined, without giving effect to this proviso or the
                  proviso to clause (a)(i); (iii) not subject to any action of
                  the type described in paragraph (f) of Exhibit V to the
                  Agreement; and (iv) not an Affiliate of York,

                  2.14     The following definition is hereby added to Exhibit I
         to the Agreement as alphabetically appropriate:

                           "Eligible Foreign Obligor" means an Obligor which is
                  a resident of Canada; provided, however, that Canada shall be
                  a member of the

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                  Organisation for Economic Co-operation and Development (or any
                  successor organization) and have a short-term foreign currency
                  rating (or, if such Obligor does not have such a short-term
                  rating, a long-term foreign currency rating) of at least "A-1"
                  (or "A+") by Standard & Poor's and "P-1" (or "A1") by Moody's.

                  2.15     Clauses (a)(i) and (a)(ii) of the definition of "Loss
         Horizon" set forth in Exhibit I to the Agreement are hereby amended by
         adding the phrase "(other than sales made to an Obligor which is an
         Affiliate of any Originator)" immediately following the phrase "credit
         sales" therein.

                  2.16     The definition of "Specifically Reserved Dilution
         Amount" set forth in Exhibit I to the Agreement is hereby amended and
         restated in its entirety as follows:

                           "Specifically Reserved Dilution Amount" means, at any
                  time, the sum of (A) the greater of (i) the UPG Cash Discount
                  Reserve and (ii) an amount equal to the product of (x) 0.008
                  and (y) the aggregate credit sales made by the Unitary
                  Products Group segment of York in the most recent Fiscal
                  Month; (B) the greater of (i) the UPG Co-op Advertising
                  Reserve and (ii) an amount equal to the product of (x) 0.01
                  and (y) the aggregate credit sales made by the Unitary
                  Products Group segment of York in the most recent Fiscal
                  Month; (C) the greater of (i) the UPG Volume Rebates Reserve
                  and (ii) an amount equal to the product of (x) .002 and (y)
                  the aggregate credit sales made by the Unitary Products Group
                  segment of York in the most recent Fiscal Month; (D) the
                  greater of (i) the York Refrigeration Group Rebate Reserve and
                  (ii) an amount equal to the product of (x) 0.0225 and (y) the
                  aggregate credit sales made by the York Refrigeration Group
                  segment of York in the most recent Fiscal Month; and (E) the
                  UPG Price Discount Matrix Reserve; it being understood that in
                  each case, such other factor as reasonably determined by York
                  with the consent of the Purchasers, the Purchaser Agents and
                  the Administrator may be used in lieu of the specific factor
                  stated herein.

                  2.17     Paragraph (g) of Exhibit V to the Agreement is hereby
         amended by deleting the percentage "4.75%" therein and substituting the
         percentage "7.25%" therefor.

                  2.18     Schedule II to the Agreement is hereby amended and
         restated in its entirety as set forth in Annex A attached hereto.

         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 the date hereof, the
         representations and warranties contained in Exhibit III of the
         Agreement are true and correct as of the date hereof (unless stated to

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         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]

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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: ____________________________

                                                   Amendment No. 2 to RPA (York)

                                       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: ____________________________

                                                   Amendment No. 2 to RPA (York)

                                       S-2
<PAGE>


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

                                             By: _______________________________
                                             Name: _____________________________
                                             Title: ____________________________

                                                   Amendment No. 2 to RPA (York)

                                       S-3
<PAGE>

                                             PNC BANK, NATIONAL ASSOCIATION,
                                             as Market Street Purchaser Agent

                                             By: _______________________________
                                             Name: _____________________________
                                             Title: ____________________________

                                                   Amendment No. 2 to RPA (York)

                                       S-4
<PAGE>

                                             THE BANK OF NOVA SCOTIA,
                                             as Liberty Street Purchaser Agent

                                             By: _______________________________
                                             Name: _____________________________
                                             Title: ____________________________

                                                   Amendment No. 2 to RPA (York)

                                       S-5