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                                                                    EXHIBIT 4.10

                         AMENDMENT NO. 2 TO AMENDED AND
                     RESTATED RECEIVABLES PURCHASE AGREEMENT

      THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED RECEIVABLES PURCHASE
AGREEMENT (this "Amendment") dated as of December 16, 2004, is entered into
among YORK INTERNATIONAL CORPORATION, a Delaware corporation ("York"), YORK
RECEIVABLES FUNDING LLC, a Delaware limited liability company (the "Company"),
THE BANK OF TOKYO-MITSUBISHI, LTD., New York Branch, as Administrator, and the
members of the various Purchaser Groups signatory hereto.

                                    RECITALS

      The parties hereto are parties to the Amended and Restated Receivables
Purchase Agreement, dated as of May 17, 2004 (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 the Agreement shall have the same meanings
herein as therein defined (or defined by reference therein).

      2. Amendment to the Agreement. Each of the parties hereto hereby agrees
that clause (g) of Exhibit IV to the Agreement is hereby amended and restated in
its entirety on the date hereof as follows

                  (i) (A) the Default Ratio shall exceed 4%, or (B) the
                  Delinquency Ratio shall exceed 13% (or, in the case of the
                  period from and including December 22, 2004 through March 31,
                  2005, 15%) or (c) the Current Days' Sales Outstanding shall
                  exceed 50 days or (ii) the average for three consecutive
                  calendar months of (A) the Default Ratio shall exceed 3.5%,
                  (B) the Delinquency Ratio shall exceed 12% (or, in the case of
                  the period from and including December 22, 2004 through March
                  31, 2005, 13.5%), or (C) the Dilution Ratio shall exceed
                  7.25%;

      3. Representations and Warranties. Each of York and the Company hereby
represents and warrants to the other parties hereto as follows:

            (a) Representations and Warranties. The representations and
      warranties contained in Section 2.1 of the Agreement (and the Exhibits
      referred to therein) 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 York and the Company are hereby confirming only
      their own respective representations and warranties contained in Section
      2.1 of the Agreement (and the Exhibits referred to therein).

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            (b) Enforceability. The execution and delivery by each of York and
      the Company 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 York's and the
      Company's valid and legally binding obligations, enforceable in accordance
      with their 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. Consent; 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: James P. Corcoran
                                          Title:   Vice President

                                      YORK INTERNATIONAL CORPORATION

                                      By: ______________________________________
                                          Name: James P. Corcoran
                                          Title: Vice President & Treasurer

                                      THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                      NEW YORK BRANCH, as Administrator and as
                                      Gotham Purchaser Agent

                                      By: ______________________________________
                                          Name: ________________________________
                                          Title:________________________________

                                      THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                      NEW YORK BRANCH, as a Related Committed
                                      Purchaser

                                      By: ______________________________________
                                          Name: ________________________________
                                          Title:________________________________

                                      GOTHAM FUNDING CORPORATION, as a
                                      Conduit Purchaser

                                      By: ______________________________________
                                          Name: ________________________________
                                          Title:________________________________

                              S-1 Amendment no. 2 to Purchase and Sale Agreement

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                                      LIBERTY STREET FUNDING CORP., as a
                                      Conduit Purchaser

                                      By: ______________________________________
                                          Name: ________________________________
                                          Title:________________________________

                                      THE BANK OF NOVA SCOTIA, as Liberty Street
                                      Purchaser Agent and a Related Committed
                                      Purchaser

                                      By: ______________________________________
                                          Name: ________________________________
                                          Title:________________________________

                              S-2 Amendment no. 2 to Purchase and Sale Agreement