exhibit10_124.htm


     

    AMENDMENT
      NO. 2

    TO
      RECEIVABLES PURCHASE
      AGREEMENT

     

    THIS
      AMENDMENT NO. 2
(this "Amendment'),
dated
      as
      of August 14, 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 the Agreement (together with any of their
      respective successors and assigns hereunder, the “Financial
      Institutions”),
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)  The
      following new Section 4.6 is hereby added to the Agreement:

     

    4.6.
      Funding Agreement
      Fundings. The parties hereto acknowledge that Conduit may assign all or
      any portion of the Purchaser Interests to one or more Funding Sources at any
      time pursuant to a Funding Agreement to finance or refinance the necessary
      portion of the Purchaser Interests through a funding thereunder. The fundings
      under each Funding Agreement will accrue Yield in accordance with this Article
      IV. Regardless of whether a funding of a Purchaser Interests by a Funding Source
      constitutes a direct purchase of a Purchaser Interest hereunder, an assignment
      of a Purchaser Interest originally funded by a Conduit or the sale of one or
      more participations or other interests in such a Purchaser Interest, each
      Funding Source participating in a funding of a Purchaser Interest pursuant
      to a
      Funding Agreement shall have the rights and obligations of a "Purchaser"
      hereunder with the same force and effect as if it had directly purchased such
      Purchaser Interest directly from Seller hereunder.

     

    (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:


    
      
        
        

      

      
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    "Funding
      Agreement"
means any agreement or instrument executed by any Funding
      Source with or for the benefit of Conduit, as the same may be amended, restated
      or otherwise modified from time to time.

     

    "Liquidity
      Termination Date"
means
      August 13,
      2006.

     

    (c)  The
      first
      sentence of Section 12.2 of the Agreement is hereby amended and restated in
      its
      entirety to read as follows:

     

    Any
      Financial Institution may, in the ordinary course of its business at any time
      sell to one or more Persons (each, a "Participant")
      participating interests in its Pro Rata Share of the Purchaser
      Interests of the Financial Institutions or any other interest of such Financial
      Institution under any Funding Agreement.

     

    (d)  Each
      of
      Sections 13.1 through and including 13.5 of the Agreement is hereby deleted
      in
      its entirety and replaced with "[Intentionally deleted]" and each reference
      in
      the Agreement to any of such Sections or to "Article XIII" is hereby replaced
      with "a Funding Agreement."

     

    
      (e)           Each
        of the following definitions in the Agreement is hereby deleted in its
        entirety:

    

    


               
"Acquisition
      Amount"

    "Adjusted
      Funded Amount"

    "Adjusted
      Liquidity Price"

    "Conduit
      Residual"

    "Conduit
      Transfer Price"

    "Conduit
      Transfer Price Deficit"

    "Conduit
      Transfer Price Reduction"

    "Defaulting
      Financial Institution"

    "Non-Defaulting
      Financial Institution"

    "Non-Renewing
      Financial Institution"

    "Reduction
      Percentage"

     

    (f)  Exhibit
      VII to the Agreement is hereby amended to delete the reference to Section 13.1
      in numbered paragraph 7.

     

    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


    
      
        
        

      

      
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    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.

     

    (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
      page
      follows]

    
      
        
        

      

      
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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/
                PAUL
                MARTIN

              Name:  Paul
                Martin

              Title:    V.P.
                Controller

               

              NAVISTR
                FINANCIAL
                CORPORATION

               

              By:  /s/
                PAUL
                MARTIN

              Name:  Paul
                Martin

              Title:    V.P.
                Controller

               

            


    

     

    
      
        
        

      

      
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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

               

               

            


    

    
 

    
      
        
        

      

      
        E-259