AMENDMENT NO. 4 TO RECEIVABLES PURCHASE AGREEMENT
AMENDMENT
NO. 4
THIS
AMENDMENT NO. 4
(this "Amendment"),
dated
as
of August 10, 2007, is among Truck Retail Accounts Corporation, a Delaware
corporation ("Seller"),
Navistar
Financial
Corporation, a Delaware corporation ("Navistar”),
as
initial Servicer (Navistar, together with Seller, the "Seller
Parties" and
each a "Seller
Party"), the
entities listed on Schedule A to the Agreement (together with any of their
respective successors and assigns hereunder, the "Financial
Institutions"), Jupiter
Securitization Company LLC (f/k/a Jupiter Securitization Corporation) ("Conduit”)
and
JPMorgan Chase Bank, N.A., successor by merger to Bank One, NA, as agent for
the
Purchasers (together with its successors and assigns, the "Agent”),
and
pertains
to that certain Receivables Purchase Agreement dated as of April 8, 2004 by
and
among the parties hereto, as heretofore amended (the "Agreement”).
Unless
defined
elsewhere herein, capitalized terms used in this, Amendment shall have the
meanings assigned to such terms in the Agreement.
PRELIMINARY
STATEMENTS
The
Seller Parties have requested that the Agent and the Purchasers agree to amend
certain provisions of the Agreement; and
The
Agent
and the Purchasers are willing to agree to the requested amendments on the
terms
hereinafter set forth.
NOW,
THEREFORE,
in
consideration of the premises and the mutual covenants herein contained, and
for
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the parties hereto agree as follows:
Section
1. Amendments.
(a) Each
of the following definitions set forth in Exhibit I to the Agreement is hereby
amended and restated in its entirety to read, respectively, as
follows:
"Authorized
Officer"
means, with respect to any person, its Chief Executive Officer,
Chief Financial Officer, Treasurer, Assistant Treasurer, Controller, or any
Vice
President
"Concentration
Limit"
means, at any time, for any Obligor, 33.33% of the Loss Reserve,
or such other amount (a "Special
Concentration Limit")
for such Obligor designated by the Agent; provided, that in the
case of an Obligor and any Affiliate of such Obligor, the Concentration Limit
shall be calculated as if such Obligor and such Affiliate are one Obligor;
and
provided, further, that Conduit or the Required Financial Institutions may,
upon
notice to Seller, cancel any Special Concentration Limit; provided,
however,
that such Special Concentration Limit shall remain
in
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place
until the first Weekly Settlement Date following the fifteenth (15th)
Business Day
following the delivery of such notice. As of the date hereto, until notice
from
the Agent to the contrary in accordance with the proceeding sentence, the
following Special Concentration Limits, as amended with the Agent's consent
in
the Weekly Report, shall be in effect: (i) Walmart Leasing, and Affiliates
90.0%; (ii) Anheuser Xxxx, Inc., and Affiliates 90.0%; (iii) Safeway Stores,
50.0%; (iv) Xxxx Xxx, and Affiliates 50.0%; (v) Ryder Truck Rental and
Affiliates, 50.0%, and (vi) Xxxxxxx, Inc. and Affiliates, 25.0%.
"Liquidity
Termination Date"
means
August 8,
2008.
Section
2. Representations
and
Warranties. In order to induce the parties to enter into this Amendment,
each of the Seller Parties hereby represents and warrants to the Agent and
the
Purchasers that (a) after giving affect to this Amendment, each of such Seller
Party's representations and warranties contained in Article V of the Agreement
is true and correct as of the date hereof, (b) the execution and delivery by
such Seller Party of this Amendment, and the performance of its obligations
hereunder, are within its corporate or limited partnership, as applicable,
powers and authority and have been duly authorized by all necessary corporate
or
limited partnership, as applicable, action on its part, and (c) this Amendment
has been duly executed and delivered by such Seller Party and constitutes the
legal, valid and binding obligation of such Seller Party enforceable against
such Seller Party in accordance with its terms, except as such enforcement
may
be limited by applicable bankruptcy, insolvency, reorganization or other similar
laws relating to or limiting creditors' rights generally and by general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).
Section
3. Condition Precedent.
This Amendment shall become effective as of the date first above written upon
receipt by the Agent of counterparts hereof duly executed by each of the parties
hereto.
Section
4. Miscellaneous.
(a) THIS
AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
(AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.
(c) Except
as expressly modified hereby, the Agreement remains unaltered and in full force
and effect and is hereby ratified and confirmed. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns (including any trustee in
bankruptcy).
(c) This
Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which when taken together shall constitute one
and
the same agreement.
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IN
WITNESS WHEREOF,
the parties hereto have caused this Amendment to be
executed and delivered by their duly authorized officers as of the date
hereof.
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TRUCK
RETAIL ACCOUNTS CORPORATION
By: /s/
XXXX X. XXXXXXXX,
XX.
Name: Xxxx
X. Xxxxxxxx, Xx.
Title: V.P.,Controller
NAVISTR
FINANCIAL CORPORATION
By: /s/
XXXX X. XXXXXXXX,
XX.
Name: Xxxx
X. Xxxxxxxx, Xx.
Title: V.P.,Controller
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E-278
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JUPITER
SECURIZATION COMPANY LLC
By:
JPMorgan Chase Bank, N.A., ITS Attorney in Fact
By: /s/
XXXX X.
ENGLISH
Name: Xxxx
X. English
Title: Vice
President
JPMORGAN
CHASE BANK, N.A, individually as a Financial Institution and as
Agent
By: /s/
XXXX X.
ENGLISH
Name: Xxxx
X. English
Title: Vice
President
|
E-279
