FIRST AMMENDMENT TO CERTIFICATE PURCHASE AGREEMENT
FIRST
AMMENDMENT TO CERTIFICATE
PURCHASE AGREEMENT
THIS
FIRST AMENDMENT TO CERTIFICATE PURCHASE AGREEMENT (this
"Amendment") dated as of January 22, 2003,
is entered into among
NAVISTAR FINANCIAL SECURITIES CORPORATION,
as seller (the "Seller"), NAVISTAR FINANCIAL CORPORATION,
as servicer (the "Servicer"), RECEIVABLES CAPITAL CORPORATION, as conduit
purchaser (the "Conduit Purchaser"), BANK OF AMERICA, NATIONAL ASSOCIATION,
as a
committed purchaser (the "Committed Purchaser") and BANK OF AMERICA, NATIONAL
ASSOCIATION, as administrative agent for the Purchasers (in such capacity,
the
"Administrative Agent").
RECITALS
A. The
Seller, the Servicer, the Conduit Purchaser, the Committed Purchaser and
the Administrative
Agent are parties to that certain Certificate Purchase Agreement, dated as
of
January 28, 2000 (as amended, supplemented or otherwise modified through the
date hereof, the "Agreement").
B. Such
parties desire to amend the Agreement as hereafter set forth.
C. NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of
which are hereby acknowledged, the parties agree as follows:
1. Certain
Defined
Terms.
Capitalized terms which are used herein without definition and that are defined
in the Agreement shall have the same meanings herein as
in
the Agreement.
2. Amendments
to
Agreement. By their signatures hereto, each of the parties hereto hereby
agrees to the following amendments to the Agreement:
2.1 The
definition of "Alternate Rate" contained in Section 1.01 of the Agreement is
hereby amended by replacing the percentage "0.625%"
contained therein
with the percentage "1.15%".
2.2
The definition of "Maximum Funded Amount" contained in Section 1.01 of the
Agreement is hereby amended by replacing the amount "$25,000,000" contained
therein (after giving effect to the letter dated as of January 23, 2002 from
the
Seller and the Servicer to the Administrative Agent, the Conduit Purchaser
and
the Committed Purchaser) with the amount "$200,000,000".
2.3 The
definition of "Tranche Rate" contained in Section. 1.01 of the Agreement is
hereby deleted in its entirety and replaced with the following:
"Tranche
Rate" means for any
Fixed Period, with respect to any Funding Tranche, a per annum
rate equal to the sum of (i) the applicable Funding Rate for such Fixed Period
plus(ii ) if such Funding Tranche is funded at the CP Rate, the weighted average
of the Program Rates applicable to such Fixed Period.
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2.3 Section
1.01 of the Agreement is hereby amended by inserting in the appropriate
alphabetical location therein the following new definition:
"Official
Body" means
any U.S government or political subdivision or any U.S. agency, authority,
bureau, central bank, commission, department or instrumentality of any such
government or political subdivision, or any U.S. court, tribunal, grand jury
or
arbitrator, or any accounting board or authority (whether or not a part of
government) which is responsible for the establishment or interpretation of
U.S.
accounting principles.
2.4 The
first paragraph of Section 9.04(a) is hereby deleted in its entirety and
replaced by the following:
"SECTION
9.04 Indemnity
for
Taxes,
Reserves and Expenses. (a) If after the date
hereof,
the adoption of any applicable law, rule, standard or regulation by any Official
Body or any amendment or change in the interpretation of any existing or future
applicable law, rule, standard or regulation by any Official Body charged with
the administration, interpretation or application thereof (including, but not
limited to, any interpretation of Accounting Research Bulletin No.51 by the Financial
Accounting Standards Board) or the compliance with any directive of any Official
Body (whether or not having the force of a Governmental Rule):"
2.5 Section
9.04(b) is hereby deleted in its entirety and replaced by the following.
"(b)
If
any Indemnified
Party shall have determined that, after the date hereof, the adoption of any
applicable law, rule, standard or regulation by any Official Body regarding
or
related to capital adequacy, or any change therein, or any change in the
interpretation thereof by any Official Body, or any directive regarding or
related to capital adequacy (whether or not having the force of a Governmental
Rule) of any such Official Body, has or would have the effect of reducing the
rate of' return on capital of such Indemnified Party (or its parent) as a
consequence of such Indemnified Party's obligations hereunder or with respect
hereto to a level below that which such Indemnified Party (or its parent) could
have achieved but for such adoption, change, request or directive (taking into
consideration its policies with respect to capital adequacy) by an amount deemed
by such Indemnified Party to be material, then from time to time, such
additional amount or amounts as will compensate such Indemnified Party (or
its
parent) for such reduction shall be payable to such Indemnified Party in
accordance with Section 9.05(c). For avoidance of doubt, any interpretation
of
Accounting Research Bulletin No.51 by the Financial Accounting Standards Board
shall constitute an adoption, change, request or directive subject to this
Section 9.04(b)."
3. Effect
of
Amendment. All provisions of the Agreement, as amended by
this
Amendment,
remain in full force and effect. After this Amendment becomes effective,
all
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references
in the Agreement (or in any other document governing the Seller's securitization
program) to "this Agreement", "hereof", "herein" or words of similar effect
referring to the Agreement shall be deemed to be references to the Agreement
as
amended 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. 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.
5. 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 conflicts of law.
6. 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.
7. Extension. By
its signature hereto,
each of the parties
hereto hereby consents and agrees in writing to the
extension of the Purchase Expiration Date out to January 21, 2004, and agrees
that such extension shall take effect pursuant to Section 2.04 of the Agreement
effective as of the date hereof.
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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 SECURITIES CORPORATION
as
Seller
By: /s/
▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title:
Vice President and Treasurer
NAVISTAR
FINANCIAL CORPORATION
as
Servicer
By: /s/
▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
Title: Vice
President and Treasurer
RECEIVABLES
CAPITAL CORPORATION, as Conduit Purchaser
By: /s/
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
Title: Vice
President
BANK
OF AMERICA, NATIONAL ASSOCIATION
as
Committed Purchaser
By: /s/
▇▇▇▇▇ ▇.
▇▇▇▇▇
Name: ▇▇▇▇▇
▇. ▇▇▇▇▇
Title: Vice
President
BANK
OF AMERICA, NATIONAL ASSOCIATION
as
Administrative Agent
By: /s/
▇▇▇▇▇ ▇.
▇▇▇▇▇
Name: ▇▇▇▇▇
▇. ▇▇▇▇▇
Title: Vice
President
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