AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT
AMENDMENT
NO. 1
THIS
AMENDMENT NO. 1 (this
"Amendment"),
dated
as
of March 31, 2005, 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 this Agreement
(together with any of their respective successors and assigns hereunder, the
"Financial
Institutions"),
Jupiter Securitization Corporation ("Conduit")
and
Bank
One, NA (Main Office Chicago), as agent for the Purchasers hereunder or any
successor agent hereunder (together with its successors and assigns hereunder,
the ”Agent”), and pertains to that certain RECEIVABLES
PURCHASE AGREEMENT
dated as of April 8, 2004 by and among the parties hereto (the "Agreemens”).
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 "Bank
One, NA (Main
Office Chicago)"
and "Bank
One" are
hereby replaced with "JPMorgan
Chase
Bank, N.A." and "JPMorgan
Chase,"
respectively.
(b) The
definitions in Exhibit I to the Agreement of the following defined terms are
hereby amended and restated in their entirety to read, respectively, as
follows:
"Delinquency
Ratio"
means, at any time, a percentage equal to (i) the aggregate
Outstanding
Balance of all Receivables that were more than 60 days days past due, as
reflected on the DFO Master Aging Report at such
time divided
by
(ii)
the aggregate Outstanding Balance of all Receivables as reflected on the DFO
Master Aging Report at such time.
"Dilution
Horizons Ratio"
means, as of the last day of any
calendar month, a
percentage equal to (i) the aggregate gross sales of the Originator giving
rise
to Receivables for the three calendar months ended on such day, divided
by
(ii)
the
Outstanding Balance of all Eligible Receivables as of the last day of such
calendar month.
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"Dilution
Ratio"
means, a percentage equal to (i) the aggregate amount of Dilutions
which occurred during the calendar month then most recently ended, divided
by (ii) the aggregate gross sales of the Originator giving rise to
Receivables
during the second calendar month prior to the calendar month referenced in
clause (i), calculated on a monthly basis.
"Facility
Termination
Date"
means
the
earlier of (i) the Liquidity Termination Date and (ii) the Amortization
Date.
"Liquidity
Termination
Date"
means
August 14,
2005.
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 1N 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.
[signatures
on next
pages]
E-252
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/
XXXXXX X.
XXXXXXXX
Name: Xxxxxx
X. Xxxxxxxx
Title: V.P.,
& Treasurer
NAVISTAR
FINANCIAL
CORPORATION
By: /s/
XXXXXX X.
XXXXXXXX
Name: Xxxxxx
X. Xxxxxxxx
Title: V.P.,
& Treasurer
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E-253
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JUPITER
SECURIZATION
CORPORATION
By: /s/
XXXX X.
XXXX
Its: Authorized
Signatory
JPMORGAN
CHASE BANK, N.A,
individually
as
a Financial Institution and
as Agent
By: /s/
XXXX X.
XXXX
Its: Vice
President
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E-254
