EXECUTION COPY AMENDMENT NO. 1 TO POOLING AGREEMENT

 

EXECUTION COPY

AMENDMENT NO. 1 TO POOLING AGREEMENT

 

THIS AMENDMENT NO. 1 TO POOLING AGREEMENT (this "Amendment") dated as of January 31, 2007, is entered into among Navistar Financial Retail Receivables Corporation (the "Seller") and Navistar Financial 2006-ARC Owner Trust, as issuer (the "Issuer").

 

 

A.  Seller and Issuer are parties to that certain Pooling Agreement, dated as of September 1, 2006 (as amended, supplemented or otherwise modified through the date hereof, the "Agreement").

 

B.  Such parties desire to amend the Agreement as hereafter set forth in accordance with Section 5.01(b) of the Agreement.

 

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

1.  Amendments to Agreement. By its signature hereto, each party hereto hereby agrees to the following amendments to the Agreement:

 

(a) The definition of "Principal Distribution Amount" in Part I of Appendix A of the Agreement is amended by deleting the second proviso to such definition and substituting therefor the following proviso:

 

"and providedfurther, that notwithstanding the foregoing, on the Final Scheduled Distribution Date for the Notes (and on any Distribution Date thereafter), on and after the date the Notes have been declared due and payable following an Event of Default until such acceleration has been rescinded, and on any Distribution Date on and after the occurrence of a Trigger Event (other than a Trigger Event described in clause (c) of the definition of Enhancement Event), until such Trigger Event has been waived or cured, the Principal Distribution Amount shall not be less than the amount that is necessary to reduce the Outstanding Amount of the Notes to zero."

 

2.  Representations and Warranties. The Seller hereby represents and warrants that, after giving effect to this Amendment, no Event of Default has occurred and is now continuing.

 

3.  Effect of Amendment. All provisions of the Agreement, as extended by this Amendment, remain in full force and effect. After this Amendment becomes effective, all references in the Agreement to "this Agreement", "hereof”, "herein" or words of similar effect referring to the Agreement in the Agreement or in any other document relating to the

 

Seller's securitization program shall be deemed to be references to the Agreement as extended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Agreement other than as set forth herein.

 

4.  Conditions Precedent. This Amendment shall become effective on the first date written above subject to the satisfaction of the following conditions:

 

(a)  each of the Seller, the Issuer, the Indenture Trustee, the Funding Agent, the Alternate Investor, each Conduit Investor, each Certificateholder and the Swap Counterparty shall have executed counterparts of this Amendment;

 

(b)  each of S&P and Moody's confirms in writing to the Conduit Investors, without regard to the financial strength of Navistar Financial Corporation for the ratings of the transaction, that such amendment shall not result in a reduction or withdrawal of its rating on the Commercial Paper issued by such Conduit Investors;

 

(c)  delivery to each Trustee of (a) an Opinion of Counsel described in Section 5.02(i) of the Agreement and (b) an opinion of counsel stating that the execution of such amendment is authorized or provided by the Agreement and that all conditions precedent to the execution and delivery of this Amendment have been satisfied; and

 

    (d)  delivery to the Funding Agent by the Indenture Trustee of the substance of this Amendment as provided to the Indenture Trustee.

 

5.  Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

 

6.  Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to any otherwise applicable principles of conflict of laws.

 

7.  Section Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or the Agreement or any provision hereof or thereof.

 

8.  Limitation of Liability of the Indenture Trustee and the Owner Trustee.

 

      (a)       Notwithstanding anything contained herein to the contrary, this Amendment has been acknowledged and accepted by LaSalle Bank, National Association not in its individual capacity but solely as Indenture Trustee and in no event shall LaSalle Bank, National Association have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer.

 

  (b)      Notwithstanding anything contained herein to the contrary, this Amendment has been executed by Chase Bank USA, National Association not in its individual capacity but solely in its capacity as Owner Trustee and in no event shall Chase Bank USA, National Association in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of its duties or obligations hereunder, or in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement.

 

[Signature Pages Follow]

 

 

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written,

NAVISTAR FINANCIAL 2006-ARC OWNER TRUST,   By:  Chase Bank USA, National Association, not in its individual capacity, but solely as Owner Trustee on behalf of the Trust   By:  /s/ JOHN J. CASHIN Name:  Vice President     NAVISTAR FINANCIAL RETAIL RECEIVABLES CORPORATION, as Seller   By:  /s/ KRISTIN L MORAN Name:  Kristin L Moran Title:    V.P., & General Counsel

 

Consent to, Acknowledge and Accept:   LASALLE BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as indenture Trustee   By:   /s/ TIMOTHY E. CUTSINGER Title:     Assistant Vice President     ABN AMRO BANK, N.V., as Funding Agent and Alternate Investor   By:   /s/ DAVID J. DONOFRIO Title:     Director   By:   /s/ BRANDY HAN Title:     Vice President     AMSTERDAM FUNDING CORPORATION, as Conduit Investor   By:   /s/ BERNARD J. ANGELO Title:     Vice President     NAVISTAR FINANCIAL RETAIL RECEIVABLES CORPORATION, as Certificateholder   By:  /s/ KRISTIN L MORAN Name:  Kristin L Moran Title:    V.P., & General Counsel

LASALLE BANK NATIONAL ASSOCIATION, as swap Counterparty   By:   /s/ FREDRICK P. ENGLER Title:     Senior Vice President