TREASURERS' AGREEMENT NUMBER 3
Exhibit
10.1
TREASURERS'
AGREEMENT NUMBER 3
This
Treasurers' Agreement Number 3 is a supplement and amendment (the "Amendment")
to the Amended and Restated Master Intercompany Agreement dated as of April 1,
2007 (the "MIA") and is made effective as of December 16, 2009 by and between
Navistar Financial Corporation ("NFC") and Navistar, Inc. (formerly known as
International Truck and Engine Corporation, "ITEC").
WHEREAS, NFC and ITEC are
parties to the MIA;
WHEREAS, NFC's all in interest
rate increased approximately 300 basis points (3.00 %) per year in connection
with the renewal of its revolving credit facility and related term loan
(together, the "Credit Facility");
WHEREAS, NFC's renewal of the
Credit Facility positively impacts NFC's efforts to support ITEC's sale of
trucks and other equipment by allowing NFC to finance such sales for the
end-user; and
WHEREAS, NFC and ITEC desire
to amend the MIA as set forth in this Amendment with respect to NFC charging
ITEC a Revolver Fee (as defined below).
NOW, THEREFORE, for good and
valuable consideration, the adequacy and receipt of which are hereby
acknowledged, NFC and ITEC hereby agree as follows:
|
A.
|
Amendments. The MIA is hereby modified as
follows:
|
Revolver
Fee.
In
addition to all other fees included in, due under or collected under the MIA for
Retail Accounts, and commencing upon the renewal of the Credit Facility, ITEC
shall pay NFC a fee (the "Credit Facility Fee") equal to three percent (3.00%)
per annum of NFC's Month-End Balance (as defined below) under the Credit
Facility (meaning that the prorated amount of the Credit Facility Fee due to NFC
from ITEC each month shall be equal to one quarter percent (0.25%) of the
Month-End Balance).
Notwithstanding
the foregoing, the amount of the Credit Facility Fee due to NFC from ITEC for
the month of December 2009 shall be prorated from the date of the Credit
Facility (December 16, 2009) and shall be calculated as follows: (i) one quarter
percent (0.25%) of the Month-End Balance for December 2009, divided by (ii) the
number of days in December 2009 (31 days), multiplied by (iii) the number of
days between the date of the Credit Facility and December 31, 2009 (inclusive,
16 days).
For the
purposes of this section, the term "Month-End Balance" shall mean the balance
outstanding under the Credit Facility excluding the balance outstanding related
to borrowings of Navistar Financial, S.A. de C.V., Sociedad Financiera de
Objetoo Multiple, Entidad No Regulada.
|
B.
|
Miscellaneous. All
capitalized terms used but not defined herein shall have the meanings
ascribed to them in the MIA. Any terms or provisions of the MIA not
expressly amended or modified in this Amendment shall remain in full force
and effect and shall not be affected by this Amendment. All references to
the MIA shall be deemed to refer to the MIA as modified by this Amendment.
This Amendment shall be governed and controlled by the internal laws of
the State of Illinois.
|
(Signature Page Follows)
E
-1
IN WITNESS WHEREOF, NFC and
ITEC have executed this Amendment effective as of the date first set
above.
NAVISTAR
FINANCIAL CORPORATION
By: /s/XXXXXXX
X. XXXXXXXXX
Printed
Name: Xxxxxxx X. XxXxxxxxx
Title: VP, CFO and
Treasurer
NAVISTAR,
INC.
(formerly
known as International
Truck and
Engine Corporation)
By: /s/XXXXX X.
XXXXX
Printed
Name: Xxxxx X. Xxxxx
Title: Vice President and
Treasurer
E
-2
