exhibit10_123.htm


    AMENDMENT
      NO. 1

    TO
      RECEIVABLES PURCHASE
      AGREEMENT

     

    THIS
      AMENDMENT NO. 1 (this
"Amendment"),
dated
      as
      of March 31, 2005, 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 this Agreement
      (together with any of their respective successors and assigns hereunder, the
      "Financial
      Institutions"),
Jupiter Securitization Corporation ("Conduit")
and
      Bank
      One, NA (Main Office Chicago), as agent for the Purchasers hereunder or any
      successor agent hereunder (together with its successors and assigns hereunder,
      the ”Agent”), and pertains to that certain RECEIVABLES
      PURCHASE AGREEMENT
      dated as of April 8, 2004 by and among the parties hereto (the "Agreemens”).
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 "Bank
      One, NA (Main
      Office Chicago)"
      and "Bank
      One" are
      hereby replaced with "JPMorgan
      Chase
      Bank, N.A." and "JPMorgan
      Chase,"
      respectively.

     

    (b)  The
      definitions in Exhibit I to the Agreement of the following defined terms are
      hereby amended and restated in their entirety to read, respectively, as
      follows:

     

    "Delinquency
      Ratio"
means, at any time, a percentage equal to (i) the aggregate
      Outstanding
      Balance of all Receivables that were more than 60 days days past due, as
      reflected on the DFO Master Aging Report at such
      time divided

    by
      (ii)
      the aggregate Outstanding Balance of all Receivables as reflected on the DFO
      Master Aging Report at such time.

     

    "Dilution
      Horizons Ratio"
means, as of the last day of any
      calendar month, a
      percentage equal to (i) the aggregate gross sales of the Originator giving
      rise
      to Receivables for the three calendar months ended on such day, divided
      by

    (ii)
      the
      Outstanding Balance of all Eligible Receivables as of the last day of such
      calendar month.


    
      
        
        

      

      
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    "Dilution
      Ratio"
means, a percentage equal to (i) the aggregate amount of Dilutions
      which occurred during the calendar month then most recently ended, divided
      by (ii) the aggregate gross sales of the Originator giving rise to

    Receivables
      during the second calendar month prior to the calendar month referenced in
      clause (i), calculated on a monthly basis.

     

    "Facility
      Termination
Date"
means
      the
      earlier of (i) the Liquidity Termination Date and (ii) the Amortization
      Date.

     

    "Liquidity
      Termination
Date"
means
      August 14,
      2005.

     

    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 1N 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.

    
       

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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/
                ANDREW J.
                CEDEROTH

              Name:  Andrew
                J. Cederoth

              Title:    V.P.,
                & Treasurer

               

              NAVISTAR
                FINANCIAL
                CORPORATION

               

              By:  /s/
                ANDREW J.
                CEDEROTH

              Name:  Andrew
                J. Cederoth

              Title:    V.P.,
                & Treasurer

               

               

            


    

    


     

    
      
        
        

      

      
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              JUPITER
                SECURIZATION
                CORPORATION

               

              By:  /s/
                JILL T.
                LANE

              Its:      Authorized
                Signatory

               

               

              JPMORGAN
                CHASE BANK, N.A,
                individually 

              as
                a Financial Institution and
                as Agent

               

              By:  /s/
                JILL T.
                LANE

              Its:       Vice
                President

               

               

            


    

     


    
      
        
        

      

      
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