EXHIBIT 10.61
AMENDMENT NO. 2
TO MASTER INTERCOMPANY AGREEMENT
THIS AMENDMENT NO. 2 (this "Amendment") to the Master
Intercompany Agreement (the "Agreement") dated as of April 26,
1993, and amended as of September 30, 1996, by and among
International Truck and Engine Corporation (f/k/a Navistar
International Transportation Corp.), a Delaware corporation
("International") and Navistar Financial Corporation, a Delaware
corporation ("NFC") is made and entered into as of this 16th day
of August, 2000 by and among International and Navistar Financial.
WHEREAS, International was formerly known as Navistar
International Transportation Corp. and was referred to in the
Agreement as "NITC", but International now wishes to be referred
to in the Agreement as "International";
WHEREAS, NFC desires to securitize certain Retail Accounts
which are sold by International to NFC pursuant to Article III of
the Agreement; and
WHEREAS NFC desires to clarify the terms through which the
Retail Accounts are sold to NFC:
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged:
International and NFC hereby agree as follows:
1. Defined Terms. Capitalized terms used herein but not
otherwise defined shall have the meanings set forth in
the Agreement, as amended by this Amendment.
2. Changes to Existing Definitions.
A. The term "NITC," wherever used in the Agreement, is
hereby deleted and replaced with the term "International."
B. The definition of "Retail Account" in Article 1 of
the Agreement shall be amended and restated to read in
its entirety as follows:
Retail Account means an unsecured account receivable
owing to International arising out of sales of New
International Products and Used Goods by International
to its national accounts (fleet) truck retail customers
and TEMs in the ordinary course of its business, all
Related Security with respect to each such Retail
Account, all Collections with respect thereto, and all
cash and non-cash Proceeds of the foregoing. Retail
Accounts for purposes of Article III of this Agreement
shall refer to retail accounts which are now in
existence and which may hereafter come into existence
and which are to be sold to NFC as mutually agreed to
from time to time between International and NFC.
C. The definition of "New International Products"
shall be amended and restated to read in its entirety
as follows:
New International Products means New International
Trucks, engines (including, but not limited to,
any engines sold to Ford pursuant to the Ford
Supply Agreements), and parts manufactured or sold
by International.
D. The definition of "TEM" in Article 1 of the
Agreement shall be amended to state the following:
TEM means (i) Ford, as purchaser under any Ford
Supply Agreement, and (ii) a truck equipment
manufacturer and its distributors which
incorporate International's chassis or components
into its products, provided such manufacturer or
distributor is a party to a TEM agreement with
International under which agreement International
agrees to provide chassis or other truck
components to be incorporated into such
manufacturer's products.
3. New Definitions. Article I of the Agreement shall be
amended to add the following defined terms:
Collections shall mean, for any Retail Account as of
any date, (i) the sum of all amounts, whether in the
form of wire transfer, cash, checks, drafts, or other
instruments, received by International in payment of,
or applied to, any amount owed by an Obligor on account
of such Retail Account on or before such date,
including, without limitation, all amounts received on
account of such Retail Account and all other fees and
charges and (ii) cash proceeds of Related Security with
respect to such Retail Account.
Contract shall mean a binding contract between
International and an Obligor including any and all
instruments, agreements, invoices or other writings
which gives rise to or evidences indebtedness for the
purchase of one or more New International Trucks or
Used Goods or related services from International (but
excluding (i) any dealer note or other "floorplan"
financing and (ii) any retail installment sale
contract, retail note, lease, or other secured,
intermediate term indebtedness).
Ford means Ford Motor Company and any of its
affiliates, as applicable.
Ford Supply Agreements means the Next Generation Diesel
Supply Agreement entered into between Ford and
International as of October 1, 1987; the Next
Generation II Diesel Supply Agreement entered into
between Ford and International as of October 29, 1997;
the V6 Diesel Engine Supply Agreement entered into
between Ford and International as of August 1, 1999;
any amendments to the foregoing agreements and any
successor agreements.
Related Security shall mean with respect to any Retail
Account:
(a) all Contracts with respect to such Retail Account;
(b) all of International's interest, if any, in the New
International Trucks and Used Goods;
(c) all other security interests or liens and property subject
thereto from time to time, if any, purporting to
secure payment of such Retail Account, whether
pursuant to the Contract related to such Retail
Account or otherwise, together with all financing
statements signed by an Obligor describing any
collateral securing such Retail Account;
(d) all guarantees, indemnities, letters of credit, insurance or
other agreements or arrangements of any kind from
time to time supporting or securing payment of
such Retail Account whether pursuant to the
Contract related to such Retail Account or
otherwise;
(e) all records relating to, and all service contracts and any
other contracts associated with, the Retail
Accounts, the Contracts or the Obligors;
(f) all Proceeds of the foregoing.
Obligor shall mean, for any Retail Account, each and
every Person who purchased one or more New
International Trucks or Used Goods or related services
on credit under a Contract and who is obligated to make
payments to International pursuant to such Contract.
Proceeds shall mean "proceeds" as defined in Section
9-306(1) of the Uniform Commercial Code as in effect in
the State of New York and in the jurisdiction whose law
governs the perfection of ownership interests therein.
4. Retail Account Service Charge. The description of the
"Retail Account Service Charge" in Article III.C. shall
be amended to state the following:
International agrees to pay NFC the Retail Account
Service Charge as provided herein, which Retail Account
Service Charge should not be construed as interest on a
loan, but rather as a payment for services rendered.
The Retail Account Service Charge shall be accounted
for under the Current Account Statement and paid by
International to NFC on each Current Account Statement
Date. The Retail Account Service Charge shall be
determined monthly by multiplying the Service Charge
Rate, expressed as a monthly rate, with respect to the
relevant Retail Account Settlement Period by the
average of the averages of sold Retail Accounts
including additions thereto outstanding at the
beginning and at the end of each Retail Account
Settlement Period during a calendar month.
5. Consent to Assignment. International consents to the
assignment by NFC of certain of its rights under this
Agreement and certain Retail Accounts and the Related
Security, Collections and Proceeds pertaining to such
Retail Accounts pursuant to a Purchase Agreement dated
as of August 16, 2000 between NFC and Truck Retail
Accounts Corporation, as the same may be amended from
time to time.
6. Effectiveness of Amendments. This Amendment shall be
deemed effective on the date hereof. Except as expressly
set forth above, all terms of the Agreement shall be and
remain in full force and effect and shall constitute
the legal, valid and binding and enforceable
obligations of the parties hereto. To the extent any
terms and conditions in the Agreement shall contradict
or be in conflict with any provisions of this
Amendment, the provisions of this Amendment shall
govern.
7. Governing law. THIS AMENDMENT AND THE AGREEMENT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, UNLESS
OTHERWISE NOTED, THE LAWS OF THE STATE OF ILLINOIS,
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER AND THEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
8. Counterparts. This Amendment may be executed in separate
counterparts each of which shall be an original and all
of which taken together shall constitute one and the
same agreement.
IN WITNESS WHEREOF, the parties thereto have executed this
Amendment as of this 16th day of August, 2000.
INTERNATIONAL TRUCK AND ENGINE CORPORATION
By: ______________________
Title: ______________________
NAVISTAR FINANCIAL CORPORATION
By: ______________________
Title: ______________________
