Exhibit 99.5
EXECUTION COPY
NAVISTAR LEASING COMPANY
SERIES 2004-B SUPPLEMENT
TO
COLLATERAL AGENCY
AGREEMENT
AMONG
HARCO LEASING COMPANY, INC.,
NAVISTAR LEASING COMPANY,
THE SERIES 2004-B PORTFOLIO INTEREST
OBLIGORS IDENTIFIED HEREIN,
THE SERIES 2004-B SECURED PARTIES
IDENTIFIED HEREIN,
NAVISTAR FINANCIAL CORPORATION,
AS SERVICER,
NAVISTAR FINANCIAL RETAIL RECEIVABLES
CORPORATION,
NAVISTAR FINANCIAL 2004-B OWNER
TRUST,
THE BANK OF NEW YORK,
AS INDENTURE TRUSTEE,
AND
THE BANK OF NEW YORK,
AS COLLATERAL AGENT
DATED AS OF NOVEMBER 17, 2004
TABLE OF CONTENTS
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ARTICLE
X
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DEFINITIONS
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2
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SECTION 10.1
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Definitions
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2
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ARTICLE
XI
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GRANT OF SECURITY INTEREST OVER DESIGNATED
COLLATERAL
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3
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SECTION 11.1
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Grant of
Security Interest
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3
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SECTION 11.2
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Designation of
Series 2004-B Portfolio Interest Collateral
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3
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SECTION 11.3
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Delivery of
Series 2004-B Portfolio Certificate
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3
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SECTION 11.4
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Perfection of
Security Interest in Designated Collateral
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3
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SECTION 11.5
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Designation of
Secured Parties
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3
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SECTION 11.6
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Schedule of
Retail Leases.
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4
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SECTION 11.7
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Statements;
Further Assurances
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4
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SECTION 11.8
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Remedies
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4
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SECTION 11.9
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Re-allocation
of Series 2004-B Portfolio Assets
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4
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ARTICLE
XII
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MISCELLANEOUS PROVISIONS
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5
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SECTION 12.1
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Notices
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5
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SECTION 12.2
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Successors and
Assigns
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5
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SECTION 12.3
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Severability
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5
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SECTION 12.4
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Governing
Law
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5
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SECTION 12.5
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Counterparts
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5
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SECTION 12.6
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Termination
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5
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SECTION 12.7
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Headings
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5
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SECTION 12.8
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Effect of this
Series 2004-B Collateral Supplement on the Collateral Agency
Agreement
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5
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i
EXECUTION COPY
SERIES 2004-B SUPPLEMENT
TO
COLLATERAL AGENCY
AGREEMENT
SERIES 2004-B SUPPLEMENT TO
COLLATERAL AGENCY AGREEMENT (this “ Series 2004-B
Collateral Supplement ”), dated and effective as of
November 17, 2004, among Harco Leasing Company, Inc., a Delaware
corporation (“ Harco Leasing ”), Navistar
Leasing Company, a Delaware statutory trust (the “ Titling
Trust ”), the Series 2004-B Portfolio Interest Obligors
identified herein, the Series 2004-B Secured Parties identified
herein, and each other person from time to time joining in this
Series 2004-B Collateral Supplement in the capacity of a Secured
Party, Navistar Financial Corporation, a Delaware corporation
(“ Navistar Financial ”), as Servicer, Navistar
Financial Retail Receivables Corporation, a Delaware corporation
(“ NFRRC ”), Navistar Financial 2004-B Owner
Trust, a Delaware statutory trust (the “ Issuer
”), The Bank of New York, a New York banking corporation
(“ BONY ”), as successor-in-interest to Harris
Trust and Savings Bank, acting in its capacity as collateral agent
for the holders of the Secured Obligations (in such capacity, the
“ Collateral Agent ”), and The Bank of New York,
a New York banking corporation, acting in its capacity as Indenture
Trustee pursuant to the Indenture (as defined below) (the “
Indenture Trustee ”) .
RECITALS
A. Harco Leasing, the Titling Trust,
each other Person from time to time joining in this Series 2004-B
Collateral Supplement in the capacity of a Secured Party, Navistar
Financial and the Collateral Agent have entered into that certain
Collateral Agency Agreement, dated as of April 15, 1999 (as
amended, the “ Collateral Agency Agreement ”),
which provides, among other things, for the grant of certain
security interests over the Titling Trust Assets in accordance with
the Titling Trust Agreement.
B. Harco Leasing, the General
Interest Trustee and the Delaware Trustee have entered into the
Titling Trust Agreement, pursuant to which the Titling Trust has
been formed for the purpose of taking assignments and conveyances
of, holding in trust and dealing in, various Titling Trust
Assets.
C. Harco Leasing, the General
Interest Trustee, the Delaware Trustee and the Series 2004-B
Portfolio Trustee have entered into the Series 2004-B Portfolio
Supplement for the purpose of designating and accounting for as
separate the Series 2004-B Portfolio Assets as a separate Portfolio
Interest known as the Series 2004-B Portfolio Interest, to be
represented by the Series 2004-B Portfolio Certificate.
D. The Titling Trust, Harco Leasing,
the Collateral Agent and the Servicer have entered into the Titling
Trust Servicing Agreement, which provides for, among other things,
the servicing of the Titling Trust Assets by the
Servicer.
E. Pursuant to the Collateral Agency
Agreement, the Collateral Agent holds the Titling Trust Estate as
Collateral Agent in order to secure the payment of the Secured
Obligations.
F. The Collateral Agency Agreement
contemplates that, from time to time, a Titling Trust Interest
Holder may desire to secure Secured Obligations with the Designated
Collateral identified in a Collateral Supplement.
G. In connection with the creation
of the Series 2004-B Portfolio Interest, Harco Leasing has
transferred its interest therein and in the related Series 2004-B
Portfolio Certificate and Series 2004-B Portfolio Assets to
Navistar Financial pursuant to the Lease Purchase Agreement.
Navistar Financial has in turn transferred the Series 2004-B
Portfolio Certificate and such other collateral to NFRRC pursuant
to the Purchase Agreement. NFRRC has in turn transferred the Series
2004-B Portfolio Certificate and such other collateral to the
Issuer pursuant to the Pooling Agreement. The Issuer has in turn
granted a security interest in the Series 2004-B Portfolio
Certificate and such other collateral to the Indenture Trustee
pursuant to the Indenture.
H. The parties hereto wish to
supplement the terms of the Collateral Agency Agreement (i) to
cause the obligations of Harco Leasing under the Lease Purchase
Agreement, the obligations of Navistar Financial under the Purchase
Agreement, the obligations of NFRRC under the Pooling Agreement and
the obligations of the Issuer under the Indenture (each such Person
in such capacity, a “ Series 2004-B Portfolio Interest
Obligor ”), in each case, to be Secured Obligations, (ii)
to establish that each of Navistar Financial under the Lease
Purchase Agreement, NFRRC under the Purchase Agreement, the Issuer
under the Pooling Agreement and the Indenture Trustee under the
Indenture shall, in such capacity, be a Secured Party under the
Collateral Agency Agreement (each such person in such capacity, a
“ Series 2004-B Secured Party ”) and (iii) to
establish the terms on which the Collateral Agent will act on
behalf of such Series 2004-B Secured Parties.
NOW THEREFORE, in consideration of
the premises and the mutual covenants contained herein and in the
Titling Trust Agreement, the parties hereto agree to the following
supplemental obligations and provisions with regard to the Series
2004-B Portfolio Assets, the Series 2004-B Portfolio Interest and
the Series 2004-B Portfolio Certificate:
ARTICLE X
DEFINITIONS
SECTION 10.1 Definitions .
For all purposes of this Series 2004-B Collateral Supplement,
except as otherwise expressly provided or unless the context
otherwise requires:
(a) unless otherwise defined herein,
all capitalized terms used herein shall have the meanings
attributed to them by Appendix A to the Pooling Agreement
dated as of November 17, 2004 between Navistar Financial Retail
Receivables Corporation and Navistar Financial 2004-B Owner Trust
(the “ Pooling Agreement ”), or if not defined
therein, then as defined in Appendix A to the Titling Trust
Agreement (as defined in the Pooling Agreement);
(b) the rules of construction set
forth in Part II of Appendix A to the Pooling Agreement
shall be applicable to this Series 2004-B Collateral Supplement;
and
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(c) any reference herein to the
“ General Interest Trustee, acting on behalf of the
Titling Trust ,” or words of similar import, shall be
deemed to mean the General Interest Trustee, acting on behalf of
the