EXECUTION COPY AMENDMENT NO. 1 TO POOLING AGREEMENT
EXECUTION
COPY
AMENDMENT
NO. 1 TO POOLING
AGREEMENT
THIS
AMENDMENT NO. 1 TO POOLING AGREEMENT (this "Amendment") dated as
of May 31, 2007, is entered into among Navistar Financial Retail Receivables
Corporation (the "Seller") and
Navistar Financial 2006-RBC Owner Trust, as issuer (the "Issuer").
RECITALS
A. Seller
and Issuer are parties to that certain Pooling Agreement, dated as of October
20, 2006 (as amended, supplemented or otherwise modified through the date
hereof, the "Agreement").
B. Such
parties desire to amend the Agreement as hereafter set forth in accordance
with
Section 5.01 of the Agreement.
NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of
which are hereby acknowledged, the parties agree as follows:
1. Amendments
to
Agreement. By its signature hereto, each party hereto hereby agrees to
the following amendments to the Agreement:
(a)
The definition of "Principal Distribution Amount" in Part I of Appendix A of
the
Agreement is amended by deleting the second proviso to such definition and
substituting therefor the following proviso:
"and
providedfurther,
that
notwithstanding the foregoing, on the Final Scheduled Distribution Date for
the
Notes (and on any Distribution Date thereafter), on and after the date the
Notes
have been declared due and payable following an Event of Default until such
acceleration has been rescinded, and on any Distribution Date on and after
the
occurrence of a Trigger Event (other than a Trigger Event described in clause (c) of the
definition of Enhancement Event), until such Trigger Event has been waived
or
cured, the Principal Distribution Amount shall not be less than the amount
that
is necessary to reduce the Outstanding Amount of the Notes to
zero."
2. Representations
and
Warranties. The Seller hereby represents and warrants that, after giving
effect to this Amendment, no Event of Default has occurred and is now
continuing.
3. Effect
of Amendment.
All provisions of the Agreement, as extended by this Amendment, remain in full
force and effect. After this Amendment becomes effective, all references in
the
Agreement to "this Agreement", “hereof” "herein" or words of similar effect
referring to the Agreement in the Agreement or in any other document relating
to
the Seller's securitization program shall be deemed to be references to the
Agreement as amended by this Amendment. This Amendment shall not be deemed
to
expressly or impliedly waive, amend or supplement any provision of the Agreement
other than as set forth herein.
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4. Conditions
Precedent.
This Amendment shall become effective on the first date written above subject
to
the satisfaction of the following conditions:
(a) each
of
the Seller, the Issuer, the Indenture Trustee, the Agent, the Conduit Investor,
the Certificateholder and the Swap Counterparty shall have executed counterparts
of this Amendment;
(b) delivery
to each Trustee of (a) an Opinion of Counsel described in Section 5.02(i) of
the
Agreement and (b) an opinion of counsel stating that the execution of this
Amendment is authorized or provided by the Agreement and that all conditions
precedent to the execution and delivery of this Amendment have been satisfied;
and
(c) delivery
to the Agent by the Indenture Trustee of the substance of this Amendment as
provided to the Indenture Trustee.
5.
Counterparts.
This
Amendment may be executed in any number of counterparts and by different parties
on separate counterparts, and each counterpart shall be deemed to be an
original, and all such counterparts shall together constitute but one and the
same instrument.
6. 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 conflict of laws.
7. Section
Headings. The
various headings of this Amendment are inserted for convenience only and shall
not affect the meaning or interpretation of this Amendment or the Agreement
or
any provision hereof or thereof.
8. Limitation
of Liability of
the Indenture Trustee and the Owner Trustee.
(a) Notwithstanding
anything contained herein to the contrary, this Amendment has been consented
to,
acknowledged and accepted by The Bank of New York not in its individual capacity
but solely as Indenture Trustee and in no event shall The Bank of New York
have
any liability for the representations, warranties, covenants, agreements or
other obligations of the Issuer hereunder or in any of the certificates, notices
or agreements delivered pursuant hereto, as to all of which recourse shall
be
had solely to the assets of the Issuer.
(b) Notwithstanding
anything contained herein to the contrary, this Amendment has been executed
by
Deutsche Bank Trust Company Delaware not in its individual capacity but solely
in its capacity as Owner Trustee and in no event shall Deutsche Bank Trust
Company Delaware in its individual capacity or, except as expressly provided
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in
the
Trust Agreement, as Owner Trustee of the Issuer have any liability for the
representations, warranties, covenants, agreements or other obligations of
the
Issuer hereunder or in any of the certificates, notices or agreements delivered
pursuant hereto, as to all of which recourse shall be had solely to the assets
of the Issuer. For all purposes of this Agreement, in the performance of its
duties or obligations hereunder, or in the performance of any duties or
obligations of the Issuer hereunder, the Owner Trustee shall be subject to,
and
entitled to the benefits of, the terms and provisions of Article VI of the
Trust
Agreement.
[Signature
Pages Follow]
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IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first above
written.
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NAVISTAR
FINANCIAL 2006 RBC
OWNER TRUST, as Issuer
By: DEUTSCHE
BANK TRUST COMPANY DELEWARE,
not
in its individual capacity but solely as Owner Trustee on behalf
of the
Trust
By: /s/
XXXXXXX XX
XXXX
Name: Xxxxxxx
Hy Voon
Title: Attorney
–In-Fact
By: /s/
XXXXX X.
XXXXXX
Name: Xxxxx
X. Xxxxxx
Title: Attorney
–In-Fact
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NAVISTAR
FINANCIAL RETAIL RECEIVABLES CORPORATION, as Seller
By: /s/
XXXX X.
XXXXXXXX, XX.
Name: Xxxx
X. Xxxxxxxx, Xx.
Title: X.X.
, XXX & Xxxxxxxxx
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X-000
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Consented
to, Acknowledged and Accepted:
BANK
OF NEW YORK, Not in its individual capacity but solely as Indenture
Trustee
By: /s/
XXXX
XXXXX
Name: Xxxx
Xxxxx
Title: Vice
President
ROYAL
BANK OF CANADA, as the Agent
By: /s/
XXXXX
XXXXXXXXXX
Name: Xxxxx
Xxxxxxxxxx
Title: Authorized
Signatory
By: /s/
XXXXXX X
XXXXX
Name: Xxxxxx
X. Xxxxx
Title: Authorized
Signatory
THUNDER
BAY FUNDING, LLC, as Conduit Investor
By: /s/
XXXXX
XXXXXXXXXX
Name: Xxxxx
Xxxxxxxxxx
Title: Authorized
Signatory
NAVISTAR
FINANCIAL RETAIL RECEIVABLES CORPORATION, as
Certificateholder
By: /s/
XXXX
X. XXXXXXXX,
XX.
Name: Xxxx
X. Xxxxxxxx, Xx.
Title: V.P.
, CFO & Treasurer
ROYAL
BANK OF CANADA, as Swap Counterpart
By: /s/
XXXXX
XXXXX
Name: Xxxxx
Xxxxx
Title: Authorized
Signatory
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