exhibit10_125.htm


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    AMENDMENT
      NO.3

    TO
      RECEIVABLES PURCHASE
      AGREEMENT

     

    THIS
      AMENDMENT NO. 3
(this "Amendment"),
dated
      as
      of August 11, 2006, 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/k/a Jupiter Securitization
      Corporation) ("Conduit")
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, 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

     

    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 "Jupiter Securitization Corporation" are hereby
      replaced with "Jupiter Securitization Company LLC".

     

    (b)  Each
      of
      the following definitions set forth in Exhibit I to the Agreement is hereby
      amended and restated in its entirety to read, respectively, as
      follows:

     

    "Concentration
      Limit"
means, at any time, for any Obligor, 33.33% of the Loss Reserve,
      or such other amount (a "Special
      Concentration Limit")
for such Obligor designated by the Agent; provided, that in the
      case of an Obligor and any Affiliate of such Obligor, the Concentration Limit
      shall be calculated as if such Obligor and such Affiliate are one Obligor;
      and
      provided, further, that Conduit or the Required Financial Institutions may,
      upon
      notice to Seller, cancel any Special Concentration Limit; provided,
      however,
that such Special Concentration Limit shall remain in place until
      the first Weekly Settlement Date following the fifteenth (15th)
      Business Day
      following the delivery of such notice. As of


    
      
        
        

      

      
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    the
      date
      hereto, until notice from the Agent to the contrary in accordance with the
      proceeding sentence, the following Special Concentration Limits, as amended
      with
      the Agent's consent in the Weekly Report, shall be in effect: (i) Walmart
      Leasing, and Affiliates 90.0%; (ii) Anheuser Bush, Inc., and Affiliates 90.0%;
      (iii) Safeway Stores, 50.0%; (iv) Sara Lee, and Affiliates 50.0%; (v) PHH/Ameri
      Gas and Affiliates, 50.0%; (vi) [Intentionally deleted], (vii) Ryder Truck
      Rental and Affiliates, 50.0%, and (viii) Laidlaw, Inc. and Affiliates,
      25.0%.

     

    "Credit
      Enhancement Trigger"
means (a) a downgrade of the Parent below (i) Ba3 by Moody's
      Investors Service, Inc. ("Moody's") and BB- by Standard & Poor's Ratings
      Service ("Standard & Poor's") or (ii) B1 by Moody's or (iii) B+ by Standard
& Poor's, or (b) a withdrawal of ratings by both Moody's and Standard &
Poor's.

     

    "Liquidity
      Termination Date"
means August 10, 2007.

     

    "Transferor
      Credit Agreement"
means that certain Amended and Restated Credit Agreement, dated
      as
      of July 1, 2005 among Navistar, Arrendadora Financiera Navistar, S.A. de C.V.,
      Organization Auxiliar del Credito, Servicios Finacieros Navistar, S.A. de C.V.,
      Sociedad Financiera de Objeto Limitado and Navistar Comercial, S.A. de C.V.,
      as
      borrowers, various lenders from time to time party thereto, JPMorgan Chase
      Bank,
      N.A., as Administrative Agent, Banc of America, N.A., as Syndication Agent,
      and
      The Bank of Nova Scotia, as Documentation Agent, and J.P. Morgan Securities
      Inc.
      and Banc of America Securities LLC, as Joint Book Managers and Joint Lead
      Arrangers, as the same may be amended, restated or otherwise modified from
      time
      to time.

     

    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).


    
      
        
        

      

      
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              Sction
      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.

     

    (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.

     

    [signature
      pages follow]

    

      
        
          
          

        

        
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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.,Controller

               

              NAVISTR
                FINANCIAL
                CORPORATION

               

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

              Name:  John
                V. Mulvaney, Sr.

              Title:    V.P.,Controller

               

               

            


    

     


    
      
        
        

      

      
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              JUPITER
                SECURIZATION COMPANY
                LLC

              By:  JPMorgan
                Chaase bank, N.A., ITS Attorney-in-Fact

               

              By:  
                /s/ JOHN K.
                SVOLOS

              Name:  
                 John K. Svolos

              Title:  
                  Vice President

               

               

              JPMORGAN
                CHASE BANK,
                N.A, individually as a Financial Institution and as
                Agent

               

              By:   
                /s/ JOHN K.
                SVOLOS

              Name:    
                John K. Svolos

              Title:     
                Vice President

            	 


    


    
      
        
        

      

      
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