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 January 31, 2007, is entered into among Navistar Financial Retail Receivables
Corporation (the "Seller") and
Navistar Financial 2006-ARC Owner Trust, as issuer (the "Issuer").
RECITALS
A. Seller
and Issuer are parties to that certain Pooling Agreement, dated as of September
1, 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(b) 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acceleration has been rescinded, and on any Distribution Date on and after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
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Seller's
securitization program shall be deemed to be references to the Agreement as
extended 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.
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 Funding Agent, the Alternate
Investor, each Conduit Investor, each Certificateholder and the Swap
Counterparty shall have executed counterparts of this Amendment;
(b) each
of
S&P and ▇▇▇▇▇'▇ confirms in writing to the Conduit Investors, without regard
to the financial strength of Navistar Financial Corporation for the ratings
of
the transaction, that such amendment shall not result in a reduction or
withdrawal of its rating on the Commercial Paper issued by such Conduit
Investors;
(c) 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 such
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
(d)
delivery
to the Funding 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 acknowledged and accepted by
LaSalle Bank, National Association not in its individual capacity but solely
as
Indenture Trustee and in no event shall LaSalle Bank, National Association
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.
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(b) Notwithstanding anything contained herein to
the contrary, this Amendment has been executed by Chase Bank USA, National
Association not in its individual capacity but solely in its capacity as Owner
Trustee and in no event shall Chase Bank USA, National Association in its
individual capacity or, except as expressly provided 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-ARC
OWNER TRUST,
By: Chase
Bank USA, National Association, not in its individual capacity, but
solely
as Owner Trustee on behalf of the Trust
By: /s/
▇▇▇▇ ▇.
▇▇▇▇▇▇
Name: Vice
President
NAVISTAR
FINANCIAL RETAIL
RECEIVABLES CORPORATION, as Seller
By: /s/
▇▇▇▇▇▇▇ ▇
▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇ ▇▇▇▇▇
Title: V.P.,
& General Counsel
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Consent
to, Acknowledge and Accept:
LASALLE
BANK NATIONAL ASSOCIATION, not in its individual capacity but solely
as
indenture Trustee
By: /s/
▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇
Title: Assistant
Vice President
ABN
AMRO BANK, N.V., as Funding Agent and Alternate Investor
By: /s/
▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Title: Director
By: /s/
▇▇▇▇▇▇
▇▇▇
Title: Vice
President
AMSTERDAM
FUNDING CORPORATION, as Conduit Investor
By: /s/
▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Title: Vice
President
NAVISTAR
FINANCIAL RETAIL RECEIVABLES CORPORATION, as
Certificateholder
By: /s/
▇▇▇▇▇▇▇ ▇
▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇ ▇▇▇▇▇
Title: V.P.,
& General Counsel
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LASALLE
BANK NATIONAL ASSOCIATION, as swap Counterparty
By: /s/
▇▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Title: Senior
Vice President
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