This SUPPLEMENT NO. 1 TO INDENTURE, dated as of July 24, 2001
(this "Supplement") is by and among Truck Retail Instalment Paper Corp. (the
"Issuer") and The Bank of New York, a New York banking corporation, as Indenture
Trustee (as indenture trustee and not in its individual capacity, the "Indenture
Trustee"). Capitalized terms used but not otherwise defined herein shall have
the meaning ascribed to such terms in the Indenture (hereinafter defined).
RECITALS:
WHEREAS, the Issuer and Indenture Trustee entered into the
Indenture, dated as of October 16, 2000, as amended and supplemented by the
Series 2000-1 Supplement (the "Series 2000-1 Supplement"), dated as of October
16, 2000 (as amended and supplemented, the "Indenture") pursuant to which the
Issuer issued its $475,000,000 Floating Rate Class A Notes, Series 2000-1, and
$25,000,000 Floating Rate Class B Notes, Series 2000-1;
WHEREAS, the parties hereto wish to supplement and amend the
Indenture to (i) revise the definition of "Series 2000-1 Loss Reserve Specified
Balance" set forth in the Series 2000-1 Supplement and certain related terms to
increase the amount of credit enhancement specified by such terms in the event
of a deterioration in the performance of the Navistar Serviced Portfolio, and
(ii) revise the Amortization Events based on the Combined Twelve-Month Net Loss
Percentage and the Three-Month Delinquency Percentage to increase the threshold
levels at which an Amortization Event will occur (the "Amendment");
WHEREAS, the Indenture Trustee is authorized by an Issuer
Order to enter into this Supplement;
WHEREAS, the Issuer has provided prior notice of its intention
to enter into this Supplement to the Rating Agencies and has received
confirmation from each of the Rating Agencies that they will not reduce or
withdraw their ratings on the Class A Notes or Class B Notes as a result of
entering into this Supplement; and
WHEREAS, the Holders of not less than a majority of the
principal amount of the Class A Notes, which are deemed to be the Controlling
Class pursuant to the Indenture, have consented to the Amendment.
NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree, for the equal and proportionate benefit
of all Holders of the Series 2000-1 Notes, as follows:
Section 1. Amendments to Definitions.
(a) The definition of the term "Series 2000-1 Loss Reserve
Specified Balance" set forth in Article I(a) of the Series 2000-1 Supplement is
hereby amended and restated as follows:
"Series 2000-1 Loss Reserve Specified Balance" means, as of
any Reference Date, the lesser of
(i) the Series Aggregate Discounted Asset Balance with
respect to the Series 2000-1 Notes on such date and
(ii) the greatest of
a) the product of (1) the Required Reserve Percentage
and (2) such Series Aggregate Discounted Asset Balance, and
b) the product of (1) the Required Floor Percentage
and (2) the highest Series Aggregate Discounted Asset Balance with respect to
the Series 2000-1 Notes since the date of the most recent sale of Receivables by
the Issuer;
provided, however, that if a Reserve Account Trigger Event has occurred and is
continuing on such date, each percentage in clauses (ii)(a)(1) and (ii)(b)(1)
above shall equal the sum of 3.00% and such percentage.
(b) The definition of the term "Third Reserve Account Trigger
Event" set forth in Article I(a) of the Series 2000-1 Supplement shall be
renamed "Reserve Account Trigger Event" and the meaning of such term shall be
unchanged.
(c) The definitions of "First Reserve Account Trigger Event"
and "Second Reserve Account Trigger Event" set forth in Article I(a) of the
Series 2000-1 Supplement are hereby deleted in their entirety.
(d) The following definitions shall be added to Article I(a)
of the Series 2000-1 Supplement:
"Required Floor Percentage" shall mean as of any Reference
Date the percentage set forth in the following chart under the column headed
"Required Floor Percentage" in the highest category (category 1 being the lowest
and category 9 being the highest) into which one or more of the Combined
Three-Month Net Loss Percentage, the Three-Month Delinquency Percentage and the
Combined Twelve-Month Net Loss Percentage fell as of the Reference Date with
respect to the most recent Calculation Date:
Combined Three-Month Three-Month Delinquency Combined Twelve-Month Required Floor
Net Loss Percentage Percentage Net Loss Percentage Percentage
Category
1 < or = 3.500% < or = 2.000% < or = 3.000% 4.00%
2 3.501% to 4.250% 2.001% to 2.500% 3.001% to 3.500% 4.00%
3 4.251% to 5.000% 2.501% to 3.000% 3.501% to 4.000% 5.00%
4 5.001% to 5.750% 3.001% to 3.500% 4.001 to 4.500% 6.00%
5 5.751% to 6.500% 3.501% to 4.000% 4.501% to 5.000% 7.00%
6 6.501% to 7.250% 4.001% to 4.500% 5.001 to 5.500% 8.00%
7 7.251% to 8.000% 4.501% to 5.000% 5.501% to 6.000% 9.00%
8 8.001% to 8.750% 5.001% to 5.500% 6.001% to 6.500% 10.00%
9 = or > 8.751% = or > 5.501% = or > 6.501% 11.00%
"Required Reserve Percentage" shall mean as of any Reference
Date the percentage set forth in the following chart under the column headed
"Required Reserve Percentage" in the highest category (category 1 being the
lowest and category 9 being the highest) into which one or more of the Combined
Three-Month Net Loss Percentage, the Three-Month Delinquency Percentage and the
Combined Twelve-Month Net Loss Percentage fell as of the Reference Date with
respect to the most recent Calculation Date:
Combined Three-Month Three-Month Combined Twelve-Month Required Reserve
Net Loss Percentage Delinquency Percentage Net Loss Percentage Percentage
Category
1 < or = 3.500% < or = 2.000% < or = 3.000% 7.00%
2 3.501% to 4.250% 2.001% to 2.500% 3.001% to 3.500% 10.00%
3 4.251% to 5.000% 2.501% to 3.000% 3.501% to 4.000% 13.00%
4 5.001% to 5.750% 3.001% to 3.500% 4.001 to 4.500% 16.00%
5 5.751% to 6.500% 3.501% to 4.000% 4.501% to 5.000% 19.00%
6 6.501% to 7.250% 4.001% to 4.500% 5.001 to 5.500% 22.00%
7 7.251% to 8.000% 4.501% to 5.000% 5.501% to 6.000% 25.00%
8 8.001% to 8.750% 5.001% to 5.500% 6.001% to 6.500% 28.00%
9 = or > 8.751% = or > 5.501% = or > 6.501% 31.00%
Section 2. Amendments to Other Provisions.
(a) Section 5.01(a)(4) of the Series 2000-1 Supplement is
hereby amended to replace "4.25%" with "7.0%."
(b) Section 5.01(a)(5) of the Series 2000-1 Supplement is
hereby amended to replace "2.5%" with "6.0%."
Section 3. Instruments to be Read Together. This Supplement is an
indenture supplement to and in implementation of the Indenture, and said
Indenture, the Series 2000-1 Supplement this Supplement shall henceforth be read
together.
Section 4. Confirmation. The Indenture, as amended and supplemented by
this Supplement, is in all respects confirmed and preserved.
Section 5. GOVERNING LAW. THIS SERIES SUPPLEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, EXCEPT THAT THE OBLIGATIONS, RIGHTS AND REMEDIES OF
THE INDENTURE TRUSTEE HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS.
Section 6. Effectiveness. This Supplement shall become effective upon
execution and delivery of this Supplement by each of the parties hereto.
Section 7. Counterparts. This Supplement may be executed in any
number of counterparts and by the different parties hereto in separate
counterparts each of which when so executed shall be deemed to be an original,
and all taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused
this Supplement to be duly executed by their respective officers, thereunto duly
authorized, all as of the day and year first above written.
TRUCK RETAIL INSTALMENT PAPER CORP.
By:________________________________________
Name:
Title:
THE BANK OF NEW YORK,
as Indenture Trustee
By:________________________________________
Name: Xxxxx Xxxxxxx
Title: Assistant Treasurer
Acknowledged and Accepted:
NAVISTAR FINANCIAL CORPORATION,
Servicer
By:_____________________________
Name:
Title: