Exhibit 10.3
AMENDMENT NO. 2
TO RECEIVABLES SALE
AGREEMENT
THIS AMENDMENT NO.
2 (this
“Amendment” ) , dated as of
July 31, 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 definitions of “
Master Intercompany Agreement ,” “
Potentially Refinance Receivable ” and “
Receivable ” set forth in Exhibit I to the Agreement
are hereby amended and restated in their entirety to read,
respectively, as follows:
“ Master Intercompany
Agreement ” means the Transfer Agreement (as defined in
the Purchase Agreement).
“ Potentially Refinanced
Receivable ” means any receivable that is
(a) identified by the Originator or the Transferor in its sole
discretion prior to the date on which such receivable is sold by
the Transferor to the Transferee pursuant to the Agreement as
having an expectation that such receivable may be refinanced by the
Transferor or one of its Affiliates, and (b) flagged in the
Originator’s records with the identifying code
“PRR”.
“ 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
1
Charges (as defined in the Master
Intercompany Agreement) paid to the Transferor, (c) any
Potentially Refinanced Receivable, or (d) any High Yield
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
