TO RECEIVABLES PURCHASE AGREEMENT
AMENDMENT
NO. 5
THIS
AMENDMENT NO. 5
(this "Amendment"),
dated as of August 15, 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/kla
Jupiter
Securitization Corporation) ("Jupiter"),
JS
Siloed Trust (the "Trust")
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 other than the Trust, 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
Jupiter
wishes to assign all of its right, title and interest in, to and under the
Agreement to the Trust, and the Trust wishes to accept such assignment;
and
In
connection with the foregoing assignment, certain technical amendments to the
Agreement are required.
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) For
value
received, Jupiter hereby assigns all of its right, title and interest in, to
and
under the Agreement and other Transaction Documents to the Trust, and the Trust
hereby accepts such assignment. From and after the date hereof, all references
in the Transaction Documents to "Jupiter Securitization Company LLC," "Jupiter"
or "Conduit," whether alone or as part of another defined term, are hereby
replaced with references to "JS Siloed Trust," "JSST" or "Trust," respectively.
The address for notices to JS Siloed Trust shall be as set forth below its
signature hereto.
(b) Section
10.1 is hereby amended to delete "the Agent and each Purchaser" where it appears
in the third line thereof and to replace it with "the Agent, Jupiter and each
Purchaser".
(c) Clause
(iii) of Section 14.5(b) is hereby amended and restated in its entirety to
read
as follows:
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(iii)
by
the Agent to any rating agency, Commercial Paper dealer, Funding
Source or any
other entity
organized for the purpose of purchasing, or making loans secured by, financial
assets for which JPMorgan Chase acts as the administrative agent or
trustee and
to any officers,
directors, employees, outside accountants and attorneys of any of the foregoing,
provided each
such Person referred to in this clause (iii) is informed of the confidential
nature of such information.
(d) Section
14.6 is hereby amended and restated in its entirety to read as
follows:
Section
14.6. Bankruptcy
Petition. Each of Seller, the Servicer, the Agent and each Financial
Institution hereby covenants and agrees that, prior to the date that is one
year
and one day after the payment in full of all outstanding senior indebtedness
of
JSST or Jupiter, it will not institute against, or join any other Person in
instituting against, JSST or Jupiter any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings or other similar proceeding
under the laws of the United States or any state of the United
States.
(e) Section
14.13 is hereby amended and restated in its entirety to read as
follows:
Section
14.13. JPMorgan Chase
Roles. Each of the Financial Institutions acknowledges that JPMorgan
Chase acts, or may in the future act, (i) as administrative trustee for the
Trust, (ii) as administrative agent for Jupiter and the Financial Institutions,
(iii) as issuing and paying agent for the Commercial Paper, (iv) to provide
credit or liquidity enhancement for the timely payment for the Commercial Paper
and (v) to provide other services from time to time for the Trust, Jupiter
or
any Financial Institution (collectively, the "JPMorgan
Chase Roles").
Without limiting the generality of this Section 14.13, each
Financial Institution hereby acknowledges and consents to any and all JPMorgan
Chase Roles and agrees that in connection with any JPMorgan Chase Role, JPMorgan
Chase may take, or refrain from taking, any action that it, in its discretion,
deems appropriate, including, without limitation, in its role as administrative
trustee for the Trust, and the giving of notice to the Agent of a mandatory
purchase pursuant to a Funding Agreement.
(f) The
following definitions are hereby amended and restated in their entirety as
set
forth below:
"Commercial
Paper"
means promissory notes of Jupiter
Securitization Company
LLC (together with
its successors, "Jupiter")
issued in the commercial paper market.
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"Funding
Agreement"
means this Agreement, any agreement executed by the Trust and
Jupiter under which Jupiter agrees to provide funds to the Trust, and any
agreement or instrument executed by any Funding Source with or for the benefit
of Jupiter
or the
Trust.
"Funding
Source" means
(i)
any Financial Institution, (ii)
Jupiter,
or
(iii) any insurance company, bank or other funding entity providing
liquidity, credit enhancement or back-up purchase support or facilities to
Jupiter
or the
Trust.
"Pooled
Commercial
Paper" means
Commercial Paper notes of Jupiter subject
to any
particular pooling arrangement by Jupiter, but
excluding Commercial
Paper issued by Jupiter
for
a
tenor and in an amount specifically requested by any Person in connection with
any agreement effected by Jupiter
or the
Trust.
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.
(b) 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.
TRUCK
RETAIL ACCOUNTS CORPORATION
By:
/s/ ▇▇▇▇
▇. ▇▇▇▇▇▇▇▇,
▇▇.
Name:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Title:
V.P., CFO & Treasurer
NAVISTAR
FINANCIAL CORPORATION
By:
/s/ ▇▇▇▇
▇. ▇▇▇▇▇▇▇▇,
▇▇.
Name: ▇▇▇▇
▇. ▇▇▇▇▇▇▇▇, ▇▇.
Title: V.P.,
CFO & Treasurer
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JUPITER
SECURITIZATION COMPANY LLC
By: JPMorgan
Chase Bank, N.A., ITS Attorney in Fact
By:
/s/ ▇▇
▇▇▇▇▇▇▇▇▇
Name: ▇▇
▇▇▇▇▇▇▇▇▇
Title:
Managing Director
JS
Siloed
Trust
▇▇
▇▇▇▇▇▇
▇▇▇▇▇ BANK, N.A., as Administrative Trustee
By:
/s/ ▇▇
▇▇▇▇▇▇▇▇▇
Name: ▇▇
▇▇▇▇▇▇▇▇▇
Title: Managing
Director
Address
for
Notices:
Js
Siloed
Trust
c/o
▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A., as Administrative Trustee
Chase
Tower, 10 ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Asset
Backed Securities Conduit Group
Fax: (▇▇▇)
▇▇▇-▇▇▇▇
▇▇
▇▇▇▇▇▇
CHASE BANK, N.A., INDIVIDUALLY
AS
A
FINANCIAL INSTITUTION AND AS AGENT
By:
/s/ ▇▇
▇▇▇▇▇▇▇▇▇
Name: ▇▇
▇▇▇▇▇▇▇▇▇
Title: Managing
Director
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