EXHIBIT 10.60
AMENDMENT NO. 1
TO MASTER INTERCOMPANY AGREEMENT
This is Amendment No. 1 to the Master Intercompany Agreement dated as of
April 26, 1993 by and between Navistar International Transportation Corp. and
Navistar Financial Corporation (the "Agreement").
WHEREAS, the parties to the Agreement desire to amend the Agreement to
achieve the following three objectives:
1. To remove certain archaic language from the Agreement which language had
been required to be carried over from preceding agreements under
covenants contained in certain NFC indentures relating to publicly
issued debt which debt has now been repaid and which indentures are no
longer operative;
2. To amend the definition of Retail Account to clarify that sales to TEM's
of NITC New Products are included.
3. To amend certain definitions to clarify that NFC's retail leasing
operations through Harco Leasing have been and shall continue to be
subject to the same NITC repurchase and guarantee provisions under the
Agreement as are provided to NFC with regard to its retail financing
business; and
4. To document the procedures by which Harco Leasing's and NFC's retail
leasing operations have been and shall continue to have the benefit of
NITC's residual value guarantees.
NOW THEREFORE for good and valuable consideration the receipt and
adequacy of which is hereby acknowledged by the parties hereto, the parties
agree as follows:
A. In order to remove references to "Trust Recipient Interests" and
"Harvester" paragraph II.A.1. is deleted in its entirety and
replaced with the following:
"A. Sale and Purchase of Contracts
1. On each Business day NITC agrees to offer to sell to NFC, to endorse or
otherwise assign to NFC, without recourse, and to deliver
to NFC all Retail Contracts and Wholesale Contracts
acquired in the regular course of NITC's business, and
existing on April 26, 1993 or coming into existence
thereafter all on terms which will (together with charges
made to others for financing services) afford reasonable
compensation for the financing services rendered by NFC
to NITC and Dealers in respect of the sale of New
International Products, New Goods or Used Goods. NFC in
turn agrees, to the extent that it is able to finance
such purchases, to purchase such Retail Contracts and
Wholesale Contracts except those, if any, as to which the
risk of loss is unacceptable to NFC."
B. The words "and Trust Receipt Interests" are deleted from
Paragraph II.A.2.
C. Page 14 of the Agreement is replaced by Exhibit "A", attached
hereto and made a part hereof.
D. The definition of Retail Account is amended by adding the
words "and to TEM's" after the word "customers" in line 4.
E. The definition of Dealer Repossession Loss is amended to add the words:
"or unrecovered Equipment costs (Harco Leasing)" after Retail
Contracts in the fourth line.
F. The definition of NITC Repossession Loss is amended to add the words:
"or unrecovered Equipment cost (Harco Leasing)" after Retail
Contracts in the third line.
G. Article V is deleted in its entirety.
H. A new section is added at the end of the Agreement as follows:
"XI. Residual Guarantee
Whenever NITC shall offer a residual guarantee to a Harco
Leasing customer in order to fix the value of Equipment
at the end of a Harco Leasing lease term (a "NITC
Residual Guarantee") NFC shall document such Residual
Guarantee in writing to NITC and NITC shall pay such
Residual Guarantee to NFC or Harco Leasing at the end of
the Harco Leasing lease term on the next Business Day
following the delivery of the related Equipment (with
properly assigned title) to NITC."
This Amendment No. 1 is effective as of September 30, 1996.
NAVISTAR INTERNATIONAL
TRANSPORTATION CORP.
_____________________________
By:
Title:
NAVISTAR FINANCIAL CORPORATION
________________________________________
By:
Title:
