exhibit10_135.htm


    AMENDMENT
      NO. 5

    TO
      RECEIVABLES PURCHASE
      AGREEMENT

     

    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/ JOHN
      V. MULVANEY,
      SR.

    Name:       
        John V. Mulvaney, Sr.

    Title:         
        V.P., CFO & Treasurer

     

     

    NAVISTAR
      FINANCIAL CORPORATION

     

    By:      
      /s/  JOHN
      V. MULVANEY,
      SR.

    Name:         John
      V. Mulvaney, Sr.

    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/  ED
      REISINGER

    Name:        Ed
      Reisinger

    Title:     
          Managing Director

     

    JS
      Siloed
      Trust

    JP
      MORGAN
      CHASE BANK, N.A., as Administrative Trustee

     

    By:     
      /s/  ED
      REISINGER

    Name:        Ed
      Reisinger

    Title:          Managing
      Director

     

     

    Address
      for
      Notices:

     

    Js
      Siloed
      Trust

    c/o
      JP
      Morgan Chase Bank, N.A., as Administrative Trustee

    Chase
      Tower, 10 S. Dearborn

    Chicago,
      Illinois 60670

    Attn:  Asset
      Backed Securities Conduit Group

    Fax:  (312)
      732-3600

     

    JP
      MORGAN
      CHASE BANK, N.A., INDIVIDUALLY

    AS
      A
      FINANCIAL INSTITUTION AND AS AGENT

     

    By:    
      /s/   ED
      REISINGER

    Name:        Ed
      Reisinger

    Title:          Managing
      Director

     

    
      
        
        

      

      
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