<PAGE> 1
EXECUTION COPY Exhibit 4.1
FIRST AMENDMENT, dated as of June 1, 2000 (this "Amendment"), to the
364-Day Revolving Credit Agreement dated as of June 3, 1999 (as the same may be
further amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among YORK INTERNATIONAL CORPORATION, a Delaware
corporation (the "Company"), the several banks and other financial institutions
from time to time parties thereto (collectively, the "Banks"; individually a
"Bank") and CANADIAN IMPERIAL BANK OF COMMERCE, acting through its New York
Agency, as administrative agent for the Banks thereunder (in such capacity, the
"Administrative Agent").
W I T N E S S E T H :
WHEREAS, the Company, the Banks and the Administrative Agent are
parties to the Credit Agreement;
WHEREAS, the Company, the Administrative Agent and the Banks desire
to amend the Credit Agreement in the manner provided for herein;
NOW THEREFORE, in consideration of the foregoing, the parties hereto
agree as follows:
1. Defined Terms. Unless otherwise defined herein, terms which are
defined in the Credit Agreement and used herein as defined terms are so used as
so defined. Unless otherwise indicated, all Section, subsection and Schedule
references are to the Credit Agreement.
2. Amendment to Subsection 1.1. Subsection 1.1 of the Credit
Agreement is hereby amended by deleting the definition of "Termination Date"
contained therein in its entirety and inserting in lieu thereof the following
definition:
"'Termination Date': May 31, 2001."
3. Amendment to Subsection 7.4(c). Subsection 7.4(c) of the Credit
Agreement is hereby amended by deleting the amount "$25,000,000" contained
therein and inserting in lieu thereof the amount "$65,000,000".
4. Amendments to Subsection 7.5. (a) Subsection 7.5(f) of the Credit
Agreement is hereby amended by deleting the word "and" immediately following the
semicolon at the end of such subsection.
(b) Subsection 7.5(g) of the Credit Agreement is hereby amended by
deleting the period at the end of such subsection and replacing it with the
following text:
"; and"
<PAGE> 2
(c) Subsection 7.5 of the Credit Agreement is hereby amended by
adding at the end of such subsection the following new clause (h):
"(h) acquisitions by the Company or any of its Subsidiaries of
Indebtedness of any Person (other than the Company or any of its
Subsidiaries) received as partial consideration in connection with sales
of assets permitted by subsection 7.4; provided that the principal amount
of such Indebtedness acquired by the Company and its Subsidiaries pursuant
to this subsection 7.5(h) shall not exceed (i) $10,000,000 in connection
with any single transaction or (ii) $25,000,000 in the aggregate in any
fiscal year of the Company; provided, further, that there shall be
excluded from any calculation of the aggregate Indebtedness acquired
pursuant to this subsection 7.5(h) in any fiscal year of the Company any
such Indebtedness which is repaid or is subsequently sold by the Company
or its Subsidiaries for cash consideration to a Person other than the
Company or any of its Subsidiaries."
5. Amendment to Schedule I. Schedule I to the Credit Agreement is
hereby amended by deleting such Schedule I in its entirety and substituting in
lieu thereof a new Schedule I to read in its entirety as set forth on Schedule I
attached hereto.
6. Representations and Warranties. On and as of the date hereof and
after giving effect to this Amendment and the transactions contemplated hereby,
the Company hereby confirms, reaffirms and restates the representations and
warranties set forth in Section 4 of the Credit Agreement, except to the extent
that such representations and warranties expressly relate to a specific earlier
date in which case the Company hereby confirms, reaffirms and restates such
representations and warranties as of such earlier date, provided that the
references to the Credit Agreement in such representations and warranties shall
be deemed to refer to the Credit Agreement as in effect prior to the date hereof
and as amended pursuant to this Amendment.
7. Effectiveness. This Amendment shall become effective upon
satisfaction of each of the following conditions:
(a) receipt by the Administrative Agent of counterparts of this
Amendment duly executed and delivered by the Company and each of the
Banks; and
(b) the Third Amendment, dated as of the date hereof, to that
certain Amended and Restated Credit Agreement dated as of July 21, 1995
and amended by the First Amendment thereto, dated as of May 28, 1997, and
the Second Amendment thereto, dated as of June 3, 1999, among the Company,
the Administrative Agent, as Agent thereunder, and the several lenders
party thereto shall have become effective, or the Administrative Agent
shall be reasonably satisfied that such effectiveness shall occur
concurrently with the effectiveness of this Amendment.
8. Continuing Effect; No Other Amendments. Except as expressly
amended hereby, all of the terms and provisions of the Credit Agreement are and
shall remain in full force and effect. The amendments provided for herein are
limited to the specific sections of the Credit Agreement specified herein and
shall not constitute amendments of, or an indication of the Administrative
Agent's or the Banks' willingness to amend, any other provisions of the Credit
<PAGE> 3
Agreement or the same sections for any other date or time period (whether or not
such other provisions or compliance with such sections for another date or time
period are affected by the circumstances addressed in this Amendment).
9. Expenses. The Company agrees to pay and reimburse the
Administrative Agent for all its reasonable costs and out-of-pocket expenses
incurred in connection with the preparation and delivery of this Amendment,
including, without limitation, the reasonable fees and disbursements of counsel
to the Administrative Agent.
10. Counterparts. This Amendment may be executed by one or more of
the parties to this Amendment on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Amendment signed by all the parties
shall be lodged with the Company and the Administrative Agent.
11. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
<PAGE> 4
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered by their respective duly authorized officers as of the
date first above written.
YORK INTERNATIONAL CORPORATION
By: _______________________________
Title:
CANADIAN IMPERIAL BANK OF COMMERCE,
NEW YORK AGENCY, as Agent
By: _______________________________
Title:
BANK OF AMERICA, N.A. as Syndication Agent
and as a Bank
By: _______________________________
Title:
CITIBANK, N.A., as Documentation Agent
and as a Bank
By: _______________________________
Title:
CIBC, INC., as a Bank
By: _______________________________
Title:
<PAGE> 5
BANCA COMMERCIALE ITALIANA - NEW
YORK BRANCH
By: _______________________________
Title:
FLEET NATIONAL BANK
By: _______________________________
Title:
BANK OF TOKYO - MITSUBISHI
TRUST COMPANY
By: _______________________________
Title:
BG BANK A/S
By: _______________________________
Title:
COMMERZBANK AKTIENGESELLSCHAFT,
NEW YORK AND GRAND CAYMAN BRANCHES
By: _______________________________
Title:
By: _______________________________
Title:
<PAGE> 6
DEN DANSKE BANK AKTIESELSKAB,
CAYMAN ISLANDS BRANCH
By: _______________________________
Title:
FIRST UNION NATIONAL BANK
By: _______________________________
Title:
HSBC BANK USA
By: _______________________________
Title:
NATIONAL WESTMINSTER BANK PLC
By: _______________________________
Title:
PNC BANK, NATIONAL ASSOCIATION
By: _______________________________
Title:
BANK OF NOVA SCOTIA
By: _______________________________
Title:
<PAGE> 7
THE CHASE MANHATTAN BANK
By: _______________________________
Title:
ALLFIRST BANK
By: _______________________________
Title:
UNIBANK A/S
By: _______________________________
Title:
By: _______________________________
Title:
ING BANK NV
By: _______________________________
Title:
<PAGE> 8
Schedule I
BANKS AND COMMITMENTS
<TABLE>
<CAPTION>
Commitment
Bank Commitment Percentage
---- ---------- ----------
<S> <C> <C>
CIBC, Inc. $ 30,000,000 7.50%
Bank of America, N.A 30,000,000 7.50%
Citibank, N.A 30,000,000 7.50%
The Chase Manhattan Bank 30,000,000 7.50%
Commerzbank Aktiengesellschaft 30,000,000 7.50%
Fleet National Bank 30,000,000 7.50%
Bank of Tokyo - Mitsubishi Trust Company 28,000,000 7.00%
Den Danske Bank Aktieselskab, Cayman Islands Branch 25,000,000 6.25%
First Union National Bank 25,000,000 6.25%
National Westminster Bank PLC 25,000,000 6.25%
BG Bank A/S 24,000,000 6.00%
Banca Commerciale Italiana-New York Branch 15,000,000 3.75%
HSBC Bank USA 15,000,000 3.75%
PNC Bank, National Association 15,000,000 3.75%
Unibank A/S 15,000,000 3.75%
Allfirst Bank 11,000,000 2.75%
The Bank of Nova Scotia 11,000,000 2.75%
ING Bank NV 11,000,000 2.75%
TOTAL $400,000,000 100.00%
============ ======
</TABLE>
