WAIVER AND AMENDMENT NO.
9
TO RECEIVABLES PURCHASE
AGREEMENT
THIS WAIVER AND AMENDMENT NO. 9
(this “Waiver and
Amendment” ) , dated as of January 21,
2009, 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” ), JS Siloed Trust (the
“Trust” ) 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 Waiver and
Amendment shall have the meanings assigned to such terms in the
Agreement.
The Seller Parties have requested that the Agent
and the Purchasers agree to a certain waiver of and certain
amendments to the Agreement; and
The Agent and the Purchasers are willing to
agree to the requested waiver and 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.
Waiver . The Agent and the Purchasers hereby
waive the breach of Section 9.1(f) that occurred for the three
months ended December 31, 2008 and January 31, 2009.
(a) The
definitions of the following terms set forth in Exhibit I to the
Agreement are hereby amended and restated in their entirety to
read, respectively, as follows:
“Concentration Limit”
means, at any time, for any Obligor,
4.00% of Eligible Receivables, or such other amount (a “
Special Concentration Limit ”) for such Obligor
designated by the Agent; provided, that in the case of an Obligor
and any Affiliate of such Obligor, the Concentration Limit shall be
calculated as if such Obligor and such Affiliate are one Obligor;
and provided, further, that Trust or the Required Financial
Institutions may, upon notice to Seller, cancel any Special
Concentration Limit; provided , however
, that such Special Concentration Limit shall remain in place until
the fifth (5 th )
Business Day following delivery of such notice. As of
January 21, 2009 until notice from the Agent to the contrary in
accordance with the proceeding sentence, the following Special
Concentration Limits, as amended with the Agent’s consent in
the Weekly Report, shall be in effect: (i) Walmart
Leasing, and Affiliates, 18% of Eligible Receivables; (ii) Anheuser
Bush, Inc. and Affiliates, 4.0% of Eligible Receivables; (iii)
Safeway Stores, 10% of Eligible Receivables; (iv) Sara Lee, and
Affiliates 10% of Eligible Receivables; (v) Ryder Truck
Rental and Affili
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