Exhibit 10.7
AMENDMENT NO. 1
TO RECEIVABLES SALE
AGREEMENT
THIS AMENDMENT
NO. 1
(this “Amendment” ) , dated
as of April 30, 2009, is between Navistar Financial
Corporation, a Delaware corporation (
“Transferor” ), and Truck Retail Accounts
Corporation, a Delaware corporation (the
“Transferee” ), and pertains to that
certain RECEIVABLES SALE AGREEMENT dated as of April 8, 2004
by and among the parties hereto (as heretofore modified from time
to time, the “Agreement” ). Unless
defined elsewhere herein, capitalized terms used in this Amendment
have the meanings assigned to such terms in the
Agreement.
PRELIMINARY
STATEMENTS
The Transferor has requested that
the Transferee agree to certain amendments to the Agreement;
and
The Transferee is 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 definition of “
Receivable ” set forth in Exhibit I to the Agreement
is hereby amended and restated in its entirety to read as
follows:
“ Receivable ”
means each domestic open account trade receivable arising from the
sale of one or more trucks by Originator, including, without
limitation, all rights to receive payments of Finance Charges with
respect thereto, which receivable has been sold by the Originator
to the Transferor pursuant to the Master Intercompany Agreement;
provided , however , in no event shall any of the
following constitute a “Receivable”: (a) any
receivable that has been or is to be resold by the Transferor to
the Originator unless that receivable has already been sold by the
Transferee pursuant to the Purchase Agreement and included in the
Net Receivables Balance reported to the Agent; (b) any Retail
Account Service Charges (as defined in the Master Intercompany
Agreement) paid to the Transferor, or (c) any Potentially
Refinanced Receivable. Open account trade receivables arising from
any one transaction, including, without limitation, those
represented by an individual invoice, shall constitute a Receivable
separate from a Receivable consisting of the rights and obligations
arising from any other transaction; provided, further, that any
open account trade receivable referred to in this sentence shall be
a Receivable regardless or whether the Obligor, the Originator or
the Transferor treats such trade receivable as a separate payment
obligation.
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(b) The following definition is
hereby added to Exhibit I to the Agreement in its appropriate
alphabetical order:
“ Potentially Refinanced
Receivable ” means any rec
