TO RECEIVABLES PURCHASE AGREEMENT
AMENDMENT
NO.3
THIS
AMENDMENT NO. 3
(this "Amendment"),
dated
as
of August 11, 2006, 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) All
references in the Agreement to "Jupiter Securitization Corporation" are hereby
replaced with "Jupiter Securitization Company LLC".
(b) 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:
"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 place until
the first Weekly Settlement Date following the fifteenth (15th)
Business Day
following the delivery of such notice. As of
E-260
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) PHH/Ameri
Gas and Affiliates, 50.0%; (vi) [Intentionally deleted], (vii) Ryder Truck
Rental and Affiliates, 50.0%, and (viii) Xxxxxxx, Inc. and Affiliates,
25.0%.
"Credit
Enhancement Trigger"
means (a) a downgrade of the Parent below (i) Ba3 by Xxxxx'x
Investors Service, Inc. ("Moody's") and BB- by Standard & Poor's Ratings
Service ("Standard & Poor's") or (ii) B1 by Moody's or (iii) B+ by Standard
& Poor's, or (b) a withdrawal of ratings by both Moody's and Standard &
Poor's.
"Liquidity
Termination Date"
means August 10, 2007.
"Transferor
Credit Agreement"
means that certain Amended and Restated Credit Agreement, dated
as
of July 1, 2005 among Navistar, Arrendadora Financiera Navistar, S.A. de C.V.,
Organization Auxiliar del Credito, Servicios Finacieros Navistar, S.A. de C.V.,
Sociedad Financiera de Objeto Limitado and Navistar Comercial, S.A. de C.V.,
as
borrowers, various lenders from time to time party thereto, JPMorgan Chase
Bank,
N.A., as Administrative Agent, Banc of America, N.A., as Syndication Agent,
and
The Bank of Nova Scotia, as Documentation Agent, and X.X. Xxxxxx Securities
Inc.
and Banc of America Securities LLC, as Joint Book Managers and Joint Lead
Arrangers, as the same may be amended, restated or otherwise modified from
time
to time.
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).
E-261
Sction
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.
[signature
pages follow]
E-262
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.
|
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
|
E-263
|
JUPITER
SECURIZATION COMPANY
LLC
By: JPMorgan
Chaase bank, N.A., ITS Attorney-in-Fact
By:
/s/ XXXX X.
XXXXXX
Name:
Xxxx X. Xxxxxx
Title:
Vice President
JPMORGAN
CHASE BANK,
N.A, individually as a Financial Institution and as
Agent
By:
/s/ XXXX X.
XXXXXX
Name:
Xxxx X. Xxxxxx
Title:
Vice President
|
E-264
