UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 29, 1996
NAVISTAR FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-4146-1 36-2472404
(Commission File Number) (I.R.S. Employer Identification No.)
2850 West Golf Road Rolling Meadows, Illinois 60008
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code 847-734-4275
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
Effective March 29, 1996, the Registrant amended and restated its
existing $900 million bank revolving credit facility and its $300
million asset-backed commercial paper ("ABCP") program supported by
a bank liquidity facility, extending the maturity date of each
facility to March 2001. In addition, the commitment of the bank
revolving credit facility was expanded to $925 million, the ABCP
facility was increased to $400 million and a new pricing and fee
schedule was established.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
See attached Exhibit Index.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NAVISTAR FINANCIAL CORPORATION
(Registrant)
Date June 5, 1996 By:/s/ PHYLLIS E. COCHRAN
Phyllis E. Cochran
Vice President & Controller
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
4.1 Amendment No. 1 dated as of March 29, 1996 to the Loan and
Security Agreement dated as of November 7, 1994 between Truck
Retail Instalment Paper Corp. ("TRIP") and NFC Asset Trust (the
"Trust").
4.2 Amendment No. 1 and Consent dated as of March 29, 1996 to the
Liquidity Agreement dated as of November 7, 1994 among NFC Asset
Trust, certain lenders, and Chemical Bank, as Administrative
Agent for the lenders.
4.3 Amendment No. 2 dated as of March 29, 1996 to the Amended and
Restated Credit Agreement dated as of November 4, 1994, as
amended by Amendment No. 1 dated as of December 15, 1995 among
the Registrant, certain banks, certain Co-Arranger banks, and
Morgan Guaranty Trust Company of New York, as Administrative
Agent.
<PAGE>
Exhibit 4.1
THIS AMENDMENT NO. 1 (this "Amendment"), dated as of March 29,
1996, to the Loan and Security Agreement, dated as of November 7, 1994 (the
"Loan Agreement"; certain defined terms are used herein as defined therein),
between Truck Retail Instalment Paper Corp. ("Trip") and NFC Asset Trust (the
"Trust").
W I T N E S S E T H :
WHEREAS, Trip and the Trust are parties to the Loan Agreement
and desire to amend certain provisions of the Loan Agreement in the manner and
as more fully set forth herein; and
WHEREAS, Trip and the Trust have received the written consent
of the Administrator, the Administrative Agent and the Majority Lenders to
this Amendment No.1;
NOW, THEREFORE, in consideration of the premises, the parties
hereto agree as follows:
1. Amendment of Section 7.9 of the Loan Agreement. Section 7.9
of the Loan Agreement is hereby amended by deleting the reference to
"$13,380,000" on the seventh line of Section 7.9 of the Loan Agreement and
inserting in lieu thereof "$18,000,000".
2. Ratification and Confirmation of the Loan Agreement. Except
as so modified pursuant to this Amendment No. 1, the Loan Agreement is
ratified and confirmed in all respects.
3. Effective Date. This Amendment shall become effective on and
as of March 29, 1996 (the "Effective Date") when counterparts hereof, signed
by each of the parties hereto, have been delivered to the Administrative
Agent.
4. Counterparts. This Amendment may be executed by one or more
of the parties hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Amendment signed by all the parties
shall be lodged with the Borrower and the Agent. This Amendment may be
delivered by facsimile transmission of the relevant signature pages hereof.
5. Governing Law. This Amendment and the rights and obligations
of the parties hereto shall be governed by, and construed and interpreted in
accordance with, the laws of the State of New York.
6. Representations and Warranties. Trip represents and warrants
that:
(a) the representations and warranties of Trip contained in the
Loan Agreement (as amended hereby) are true and correct in all material
respects on and as of the Effective Date as if made on and as of the
Effective Date; and
(b) no Financing Loan Default has occurred and is continuing
on and as of the Effective Date.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
NFC ASSET TRUST
By: CHEMICAL BANK DELAWARE, not in its
individual capacity but solely as
Owner Trustee
By: /s/ J. J. Cashin
Title: Senior Trust Officer
TRUCK RETAIL INSTALMENT PAPER CORP.
By: /s/ R. W. Cain
Title: Vice President & Treasurer
Consented to:
NAVISTAR FINANCIAL CORPORATION,
as Administrator
By: /s/ R. W. Cain
Title: Vice President & Treasurer
<PAGE>
Exhibit 4.2
THIS AMENDMENT NO. 1 AND CONSENT (this "Amendment"), dated as
of March 29, 1996, to the Liquidity Agreement, dated as of November 7, 1994
(the "Liquidity Agreement"; certain defined terms are used herein as defined
therein), among NFC Asset Trust (the "Borrower"), certain lenders from time
to time parties thereto (each, a "Lender" and collectively, the "Lenders")
and Chemical Bank as administrative agent for the Lenders (in such capacity,
the "Administrative Agent").
W I T N E S S E T H :
WHEREAS, the Borrower, the Lenders and the Administrative Agent
are parties to the Liquidity Agreement and desire to amend certain provisions
of the Liquidity Agreement in the manner and as more fully set forth herein;
NOW, THEREFORE, in consideration of the premises, the parties
hereto agree as follows:
1. Amendment of Section 2.9 of the Liquidity Agreement. Section
2.9 of the Liquidity Agreement is hereby amended by deleting the reference to
".25%" on the sixth line of Section 2.9 and inserting in lieu thereof "0.1875%".
2. Increase of Commitment. Each Lender listed on Schedule A
attached hereto hereby agrees to increase its Commitment by the amount set
forth opposite such Lender's name on Schedule A attached hereto. Schedule I
to the Liquidity Agreement is hereby amended and restated to read in its
entirety as set forth on Schedule I attached hereto. In addition, the
definition of Maximum Aggregate Commitment" in Appendix A to the Liquidity
Agreement is hereby amended by deleting "$300,000,000" and inserting "the
amount set opposite the caption "Maximum Aggregate Commitment" on Schedule I
to the Liquidity Agreement".
3. Consent to Extension Of the Expiration Date and Expiry Date.
In accordance with subsection 2.23 of the Liquidity Agreement, each Lender
hereby agrees to extend the Expiration Date to the Settlement Date occurring
in March 2001 and in connection therewith hereby agrees to extend the Expiry
Date with respect to its aggregate Commitment outstanding on the date hereof
(after giving effect to the increase of such Commitment pursuant to Section 2
hereof, if applicable) to the Settlement Date occurring in March 2001.
4. Consent to Amendment No.1 to the Financing Loan and Security
Agreement. Each of the Administrative Agent and each Lender hereby consents to
the terms of Amendment No.1 to the Financing Loan and Security Agreement
substantially in the form of Exhibit B hereto.
5. Closing Certificate. Each Lender listed on Schedule A hereto
hereby agrees to deliver on or prior to the Effective Date hereof to the
Administrative Agent a certificate, substantially in the form of Exhibit A
attached hereto.
6. Ratification and Confirmation of Liquidity Facility Agree-
ment. Except as so modified pursuant to this Amendment No. 1 and Consent,
the Liquidity Agreement is ratified and confirmed in all respects.
<PAGE>
7. Effective Date. This Amendment shall become effective on and
as of March 29, 1996 (the "Effective Date") when counterparts hereof, signed by
each Lender and the Borrower, have been delivered to the Administrative Agent.
8. Counterparts. This Amendment may be executed by one or more
of the parties hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Amendment signed by all the parties
shall be lodged with the Borrower and the Agent. This Amendment may be
delivered by facsimile transmission of the relevant signature pages hereof.
9. Governing Law. This Amendment and the rights and obligations
of the parties hereto shall be governed by, and construed and interpreted in
accordance with, the laws of the State of New York.
10. Representations and Warranties. The Borrower represents and
warrants that:
(a) the representations and warranties of the Borrower contained
in the Liquidity Agreement (as amended hereby) are true and correct in all
material respects on and as of the Effective Date as if made on and as of
the Effective Date; and
(b) no Default has occurred and is continuing on and as of the
Effective Date.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
NFC ASSET TRUST
By: CHEMICAL BANK DELAWARE, not in
its individual capacity but
solely as Owner Trustee
By: /s/ J. J. Cashin
Title: Senior Trust Officer
CHEMICAL BANK, as
Administrative Agent and as a
Lender
By: /s/ James B. Treger
Title: Vice President
BANK OF AMERICA ILLINOIS, as
a Lender
By: /s/ Lon A. Grubb
Title: Managing Director
THE BANK OF NOVA SCOTIA, as
a Lender
By: /s/ F.C.H. Ashby
Title: Senior Manager Loan
Operations
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as a Lender
By: /s/ Charles H. King
Title: Vice President
<PAGE>
THE BANK OF NEW YORK, as
a Lender
By: /s/ David C. Siegel
Title: Assistant Vice President
BANK OF MONTREAL, as
a Lender
By: /s/ Michael Joyce
Title: Director
MELLON BANK, N.A., as
a Lender
By: /s/ Laurel L. Larson
Title: Assistant Vice President
THE FIRST NATIONAL BANK OF CHICAGO,
as a Lender
By: /s/ Mark R. Matthews
Title: Authorized Agent
CREDIT SUISSE, as
a Lender
By: /s/ Roger W. Saylor
Title: Associate
By: /s/ Carl Jackson
Title: Member of Senior Management
BAYERISCHE VEREINSBANK A.G., as
a Lender
By: /s/ Ray E. White
Title: Vice President
By: /s/ W. Eckmeier
Title: Vice President
<PAGE>
THE BOATMAN'S NATIONAL BANK OF
ST. LOUIS, N.A., as a Lender
By: /s/ Andrew K. Dawson
Title: Assistant Vice President
NATIONSBANK N.A., as a Lender
By: /s/ Matthew R. Walters
Title: Vice President
THE NORTHERN TRUST COMPANY, as
a Lender
By: /s/ J. Mark Berry
Title: Vice President
SWISS BANK CORPORATION, NEW YORK
BRANCH, as a Lender
By: /s/ Stephanie W. Kim
Title: Associate Director
By: /s/ Thomas R. Salzano
Title: Associate Director
Banking Finance Support,
N.A.
ROYAL BANK OF CANADA, as a Lender
By: /s/ Denham O. Turton
Title: Vice President
<PAGE>
SCHEDULE A
Lender Amount of Increase
of Commitment
CHEMICAL BANK $ 9,937,500
270 Park Avenue
New York, New York 10017
Attention: Frank Guerra
Telecopy: (212) 972-9854
N.T. & S.A. $ 9,937,500
231 South LaSalle Street
Chicago, Illinois 60697
Attention: Patricia Delgrande
Telecopy: (312) 987-1276
THE BANK OF NOVA SCOTIA $ 9,937,500
181 West Madison, Suite 3700
Chicago, Illinois 60602
Attention: Brian Hewett
Telecopy: (312) 201-4108
MORGAN GUARANTY TRUST COMPANY $ 9,937,500
OF NEW YORK
60 Wall Street
New York, New York 10260-0060
Attention: Charles King
Telecopy: (212) 648-5336
THE BANK OF NEW YORK $ 6,250,000
One Wall Street
19th Floor
New York, New York 10286
Attention: David Siegel
Telecopy: (212) 635-1208
BANK OF MONTREAL $ 7,500,000
115 South LaSalle Street
12th Floor
Chicago, Illinois 60603
Attention: Mike Joyce
Telecopy: (312) 750-4314
MELLON BANK, N.A. $ 9,250,000
55 West Monroe, Suite 2600
Chicago, Illinois 60603
Attention: Laurel L. Larson
Telecopy: (312) 357-3414
THE FIRST NATIONAL BANK OF CHICAGO $ 6,250,000
One First National Plaza
Suite 0088, 14th Floor
Chicago, Illinois 60670
Attention: William R. Madden
Telecopy: (312) 732-9161
<PAGE>
CREDIT SUISSE $12,250,000
12 East 49th Street
New York, New York 10017
Attention: Rusty Saylor
Telecopy: (212) 238-5332
NATIONSBANK, N.A. $ 6,250,000
71 West Madison Street, Suite 5300
Chicago, Illinois 60602
Attention: Matthew Walters
Telecopy: (312) 234-5601
THE NORTHERN TRUST COMPANY $ 6,250,000
50 South LaSalle Street
Chicago, Illinois 60675
Attention: J. Mark Berry
Telecopy: (312) 630-1566
ROYAL BANK OF CANADA $ 6,250,000
One North Franklin, Suite 700
Chicago, Illinois 60606
Attention: Patric Shields
Telecopy: (312) 551-0805
<PAGE>
SCHEDULE I
Lender Commitment
CHEMICAL BANK $40,250,000
270 Park Avenue
New York, New York 10017
Attention: Frank Guerra
Telecopy: (212) 972-9854
N.T. & S.A. $40,250,000
231 South LaSalle Street
Chicago, Illinois 60697
Attention: Patricia Delgrande
Telecopy: (312) 987-1276
THE BANK OF NOVA SCOTIA $40,250,000
181 West Madison, Suite 3700
Chicago, Illinois 60602
Attention: Brian Hewett
Telecopy: (312) 201-4108
MORGAN GUARANTY TRUST COMPANY $40,250,000
OF NEW YORK
60 Wall Street
New York, New York 10260-0060
Attention: Charles King
Telecopy: (212) 648-5336
THE BANK OF NEW YORK $25,000,000
One Wall Street
19th Floor
New York, New York 10286
Attention: David Siegel
Telecopy: (212) 635-1208
BANK OF MONTREAL $20,000,000
115 South LaSalle Street
12th Floor
Chicago, Illinois 60603
Attention: Mike Joyce
Telecopy: (312) 750-4314
MELLON BANK, N.A. $28,000,000
55 West Monroe, Suite 2600
Chicago, Illinois 60603
Attention: Laurel L. Larson
Telecopy: (312) 357-3414
THE FIRST NATIONAL BANK OF CHICAGO $25,000,000
One First National Plaza
Suite 0088, 14th Floor
Chicago, Illinois 60670
Attention: William R. Madden
Telecopy: (312) 732-9161
<PAGE>
CREDIT SUISSE $37,250,000
12 East 49th Street
New York, New York 10017
Attention: Rusty Saylor
Telecopy: (212) 238-5332
BAYERISCHE VEREINSBANK A.G. $10,000,000
335 Madison Avenue
19th Floor
New York, New York 10017
Attention: Ray White
Telecopy: (212) 210-0354
THE BOATMEN'S NATIONAL BANK OF $ 6,250,000
ST. LOUIS
1 Boatmen's Plaza
800 Market Street
St. Louis, Missouri 63101
Attention: Robert S. Holmes, Jr.
Telecopy: (314) 466-6499
NATIONSBANK, N.A. $25,000,000
71 West Madison Street, Suite 5300
Chicago, Illinois 60602
Attention: Matthew Walters
Telecopy: (312) 234-5601
THE NORTHERN TRUST COMPANY $25,000,000
50 South LaSalle Street
Chicago, Illinois 60675
Attention: J. Mark Berry
Telecopy: (312) 630-1566
SWISS BANK CORPORATION, $12,500,000
NEW YORK BRANCH
222 Broadway
New York, New York 10038
Attention: Donald Lucardi
Telecopy: (212) 574-4131
ROYAL BANK OF CANADA $25,000,000
One North Franklin, Suite 700
Chicago, Illinois 60606
Attention: Patrick Shields
Telecopy: (312) 551-0805
Maximum Aggregate Commitment $400,000,000
<PAGE>
Exhibit A
To the Parties listed on Annex I
Ladies and Gentlemen:
In connection with the AMENDMENT NO. 1 AND CONSENT dated as of March
29, 1996, to the Liquidity Agreement, dated as of November 7, 1994 (the
"Liquidity Agreement"), among NFC Asset Trust, certain lenders from time to
time parties thereto and Chemical Bank as administrative agent for the
Lenders, the undersigned hereby confirms (i) that credit approval for the
increase in the commitment of the undersigned as set forth on Schedule A to
such Amendment has been received (ii) that undersigned has taken all
necessary action in connection with such increased commitment and (iii) that
such increased commitment does not violate any internal exposure limits of
the undersigned for NFC Asset Trust or Navistar Financial Corporation or
violate any internal rules or regulations of the undersigned, nor is it
our belief that it would cause the undersigned to be in violation of any
legal lending limitations or any federal or state law applicable to the
undersigned.
DATED: March , 1996 ____________________________
Name of Lender
By:
Title:
By:
Title:
<PAGE>
ANNEX I
Moody's Investors Services, Inc.
Standard & Poors Ratings Group
NFC Asset Trust
<PAGE>
EXHIBIT B
THIS AMENDMENT NO. 1 (this "Amendment"), dated as of March 29, 1996,
to the Loan and Security Agreement, dated as of November 7, 1994 (the "Loan
Agreement"; certain defined terms are used herein as defined therein), between
Truck Retail Instalment Paper Corp. ("Trip") and NFC Asset Trust (the "Trust").
W I T N E S S E T H :
WHEREAS, Trip and the Trust are parties to the Loan Agreement and
desire to amend certain provisions of the Loan Agreement in the manner and as
more fully set forth herein; and
WHEREAS, Trip and the Trust have received the written consent of
the Administrator, the Administrative Agent and the Majority Lenders to this
Amendment No.1;
NOW, THEREFORE, in consideration of the premises, the parties
hereto agree as follows:
1. Amendment of Section 7.9 of the Loan Agreement. Section 7.9 of
the Loan Agreement is hereby amended by deleting the reference to "$13,380,000"
on the seventh line of Section 7.9 of the Loan Agreement and inserting in lieu
thereof "$18,000,000".
2. Ratification and Confirmation of the Loan Agreement. Except
as so modified pursuant to this Amendment No. 1, the Loan Agreement is
ratified and confirmed in all respects.
3. Effective Date. This Amendment shall become effective on and
as of March 29, 1996 (the "Effective Date") when counterparts hereof, signed
by each of the parties hereto, have been delivered to the Administrative
Agent.
4. Counterparts. This Amendment may be executed by one or more
of the parties hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Amendment signed by all the parties
shall be lodged with the Borrower and the Agent. This Amendment may be
delivered by facsimile transmission of the relevant signature pages hereof.
5. Governing Law. This Amendment and the rights and obligations
of the parties hereto shall be governed by, and construed and interpreted in
accordance with, the laws of the State of New York.
6. Representations and Warranties. Trip represents and warrants
that:
(a) the representations and warranties of Trip contained in the
Loan Agreement (as amended hereby) are true and correct in all
material respects on and as of the Effective Date as if made on and
as of the Effective Date; and
(b) no Financing Loan Default has occurred and is continuing on
and as of the Effective Date.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
NFC ASSET TRUST
By: CHEMICAL BANK DELAWARE, not in its
individual capacity but solely as
Owner Trustee
By:
Title:
TRUCK RETAIL INSTALMENT PAPER CORP.
By:
Title:
Consented to:
NAVISTAR FINANCIAL CORPORATION,
as Administrator
By:
Title:
<PAGE>
Exhibit 4.3
AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT
AMENDMENT NO. 2 dated as of March 29, 1996 (this "Amendment No. 2")
to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 4, 1994, as
amended by Amendment No. 1 dated as of December 15, 1995 (the "Existing
Agreement"), among NAVISTAR FINANCIAL CORPORATION ("Navistar Financial"), the
BANKS referred to therein (the "Banks"), the CO-ARRANGERS referred to therein
and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent (the
"Administrative Agent").
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Existing Agreement
to extend the Termination Date, increase the aggregate amount of the Commit-
ments from $900,000,000 to $925,000,000 and change certain other provisions
of the Existing Agreement as set forth herein;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Existing Agree-
ment shall have the meaning assigned to such term in the Existing Agreement.
Each reference to "hereof", "hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and each other
similar reference contained in the Existing Agreement shall from and after
the Effective Date (as defined in Section 12(b)) refer to the Existing
Agreement as amended hereby.
SECTION 2. Amendment of Cover Page. The cover page of the
Existing Agreement is amended by changing "$900,000,000" to "$925,000,000".
SECTION 3. Changes in Commitments. (a) The signature pages of
the Existing Agreement are amended by deleting the headings "Commitments"
and "Total Commitments" and the dollar amounts set forth under said headings.
(b) The Commitment Schedule attached to this Amendment No. 2 is
added to the Existing Agreement immediately after the signature pages thereof.
All fees and other amounts accrued or payable in respect of, or on the basis
of, the Commitments shall be determined by reference to (i) the Commitments in
effect prior to the Effective Date to the extent that such fees and other
amounts are payable in respect of periods ending before the Effective Date
and (ii) the Commitments in effect on and after the Effective Date to the
extent such fees and other amounts are payable in respect of periods
beginning on or after the Effective Date.
(c) The definition of "Commitment" in Section 1.01 of the Existing
Agreement is amended by changing "signature pages of this Amendment" in clause
(i) to "Commitment Schedule attached hereto".
<PAGE>
SECTION 4. Extension of Term. The definition of "Termination
Date" in Section 1.01 of the Existing Agreement is amended to read as follows:
"Termination Date" means March 29, 2001.
SECTION 5. Amendment of Section 6.01 and Exhibit H. Clause (c) of
Section 6.01 of the Existing Agreement is amended by (i) changing "(except for
the periods covered") to "(except for the periods covered and except for such
immaterial changes to the form or scope of such report as may be agreed upon by
Navistar Financial and the Administrative Agent)" and (ii) changing "July 31,
1994" to "October 31, 1995". Exhibit H to the Existing Agreement is amended to
be in the form set forth in Exhibit H to this Amendment No. 2.
SECTION 6. Amendment of Section 6.14(b). Section 6.14(b) of the
Existing Agreement is amended by changing "$311,000,000" in the proviso to
clause (ii) to "an amount equal to the product of 1.03667 times the aggregate
amount of the "Commitments" (whether used or unused) under (and as defined
in) the ABCP Liquidity Facility Agreement".
SECTION 7. Amendment of Section 6.16(b). Section 6.16(b) of the
Existing Agreement is amended to read as follows:
(b) Liens under the NFC Security Agreement. No Debt or other
obligation of Navistar Financial will be secured under the NFC Security
Agreement except (i) principal of and interest on the Notes and all other
sums payable by Navistar Financial under this Agreement, (ii) sums pay-
able by Navistar Financial under the MBD Receivables Purchase Agreement
and the TRIP Receivables Purchase Agreement, (iii) sums payable by
Navistar Financial under the NFC Security Agreement, including, without
limitation, Trustee's Fees, (iv) principal of, premium, if any, and
interest on Existing Indenture Obligations, and other sums payable
under Existing Debt Indentures, (v) Bank Account Obligations owing
from time to time to Banks listed in Schedule G to the NFC Security
Agreement, (vi) sums, if any, payable by Navistar Financial to any
Bank under any Interest Rate Agreement listed in Schedule G to the
NFC Security Agreement and (vii) Debt or other obligations specified
below with respect to which Navistar Financial shall have complied
with the provisions of Section 2.07 of the NFC Security Agreement:
(A) Debt for Borrowed Money issued or incurred by Navistar
Financial after the Amendment Effective Date, provided that at the
time of such issuance or incurrence no Default shall have occurred
and be continuing or would result therefrom;
(B) Bank Account Obligations owing to Banks not listed in Schedule
G to the NFC Security Agreement;
(C) all obligations of Navistar Financial in respect of (w) an
Option 2 Cap, (x) an interest rate cap agreement entered into by
Navistar Financial as cap provider in connection with TRIP's
acquiring an interest rate cap pursuant to Section 5.2 of the
Warehousing Facility Agreement satisfying the requirements of
Section 5.2(c) thereof, which in the reasonable good faith judgment
of Navistar Financial provides for payments by Navistar Financial
in amounts and at times that substantially match the amounts and
times of the payments anticipated to be received by the ABCP
Trust in respect of the interest rate cap agreement so entered
into by TRIP or (y) an interest rate swap agreement referred to
in Section 6.21;
<PAGE>
(D) all obligations of Navistar Financial in respect of any
Interest Rate Agreement between Navistar Financial and (x) any
financial institution whose senior unsecured long-term debt
securities without third-party credit enhancement are rated
either at least A2 by Moody's or at least A by S&P or (y) any
Bank, which, in either case, in the reasonable good faith
judgment of Navistar Financial, reduces overall interest
rate risk to Navistar Financial by (I) more closely matching
floating rate assets with floating rate liabilities or
fixed rate assets with fixed rate liabilities, (II) effectively
limiting the maximum interest rate risk on a Financing (as
hereinafter defined) or other obligation, as the case may be,
bearing interest at a floating rate or (III) otherwise reducing
interest rate risk through prudent asset and liability matching
principles, and
(1) (aa) which is entered into in respect of a Financing not yet
issued or incurred but intended by Navistar Financial to be issued
or incurred within twelve months of Navistar Financial's entry into
such Interest Rate Agreement, (bb) which Navistar Financial intends
to unwind or terminate substantially contemporaneously with the
issuance or incurrence of such Financing, (cc) which is scheduled
to terminate prior to or within 30 days after the expected
issuance or incurrence of such Financing and in any event not
later than twelve months after Navistar Financial's entry into
such Interest Rate Agreement and (dd) under which the aggregate
notional principal amount, together with the aggregate notional
principal amount under all other Interest Rate Agreements secured
under the NFC Security Agreement under this subclause (1), does
not exceed $500 million outstanding at any time; or
(2) (aa) which is entered into in connection with any sale or
transfer by Navistar Financial or any Subsidiary of Navistar
Financial of Receivables, undivided interests therein or rights to
receive income therefrom pursuant to any Permitted Receivable
Document or Permitted Sale-Leaseback Transaction Document, (bb)
which provides for the aggregate notional principal amount
thereunder to amortize in amounts and at times that substantially
match the amounts and times of the payments anticipated to be
received in respect of such Receivables as determined by Navistar
Financial based upon reasonable assumptions and estimates, (cc) the
Average Life (as hereinafter defined) of which, determined at the
time Navistar Financial enters into such Interest Rate Agreement,
does not exceed two years and (dd) under which the aggregate
notional principal amount, together with the aggregate remaining
notional principal amount under all other Interest Rate Agreements
secured under the NFC Security Agreement under this subclause (2),
does not exceed $700 million outstanding at any time; or
(3) (aa) which has a term not exceeding five years and (bb) under
which the aggregate notional principal amount, together with the
aggregate notional principal amount under all other Interest Rate
Agreements secured under the NFC Security Agreement under this
subclause (3), does not exceed $250 million outstanding at any
time; and
(E) all fees and expenses of any Indenture Trustee in connection
with any Debt for Borrowed Money described in subclause (A) above.
As used in clause (vii)(D),
<PAGE>
"Financing" means (x) Debt of Navistar Financial or any of its
Subsidiaries (other than a Special Purpose Subsidiary) or (y) Debt of, or
any other financing obtained by, any Special Purpose Subsidiary pursuant
to (AA) a Permitted Receivables Document or (BB) a Permitted Sale-
Leaseback Transaction Document; and
"Average Life" of any Interest Rate Agreement means, at any date,
the number of years (calculated to the nearest one-twelfth) obtained by
dividing (x) the sum of the products obtained by multiplying (AA) the
amount of each installment or other reduction or termination of notional
principal amount required to be made on or after such date, including,
without limitation, reduction or termination of notional principal amount
at final maturity, in respect thereof, by (BB) the number of years
(calculated to the nearest one-twelfth) that will elapse between such date
and the making of such installment, reduction or termination by (y) the
aggregate notional principal amount outstanding at such date under such
Interest Rate Agreement.
Any capitalized term used in this subsection (b) and not otherwise defined
in this Agreement has the meaning ascribed to such term in the NFC
Security Agreement.
SECTION 8. Amendment of Schedule 1 to the Existing Agreement.
Schedule 1 to the Existing Agreement is amended to be in the form of Schedule 1
to this Amendment No. 2. Fees accrued prior to the Effective Date shall be
payable at the rates specified in the original Schedule 1, and fees accruing on
and after the Effective Date shall be payable at the rates specified in the
Schedule 1 attached to this Amendment No. 2.
SECTION 9. Designation of NationsBank, N.A. as a Co-arranger. The
signature pages of the Existing Agreement are further amended by adding the name
and signature block of NationsBank, N.A., as a Co-arranger, immediately after
the name and signature block of Morgan Guaranty Trust Company of New York, as
a Co-arranger.
SECTION 10. Representations and Warranties. Navistar Financial
represents and warrants that:
(a) the representations and warranties of each Credit Party
contained in each Credit Document to which it is a party (including, with
respect to Navistar Financial, the Existing Agreement as amended hereby)
are true and correct on and as of the Effective Date as if made on and as
of the Effective Date; and
(b) no Default has occurred and is continuing on and as of the
Effective Date.
SECTION 11. Governing Law. This Amendment No. 2 shall be governed
by and construed in accordance with the laws of the State of New York.
SECTION 12. Counterparts; Effectiveness. (a) This Amendment No.
2 may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were
upon the same instrument.
(b) This Amendment No. 2 shall become effective on the date (the
"Effective Date") on which all of the following conditions shall have been
satisfied or waived in accordance with Section 9.05 of the Existing Agreement:
(i) the Administrative Agent shall have received duly executed
<PAGE>
counterparts hereof signed by Navistar Financial and all of the Banks (or,
in the case of any party as to which an executed counterpart shall not
have been received, the Administrative Agent shall have received
facsimile, telex or other written confirmation from such party of
execution of a counterpart hereof by such party);
(ii) the Administrative Agent shall have received all opinions,
certificates and other documents it may reasonably request relating to the
existence of the Credit Parties and the corporate authority for and
validity of this Amendment No. 2 and the Existing Agreement as amended
hereby and any other matters relevant hereto, all in form and substance
satisfactory to the Administrative Agent; and
(iii) all Committed Loans outstanding under the Existing Agreement
and all interest accrued thereon to but excluding the Effective Date, and
all amounts (if any) payable pursuant to Section 3.14(b) of the Existing
Agreement as a result of any prepayment of such Committed Loans, shall
have been paid (or arrangements satisfactory to the Administrative Agent
shall have been made for the payment thereof) on the Effective Date (it
being understood that such Committed Loans may be paid, in whole or in
part, with the proceeds of one or more Borrowings of Committed Loans made
by the several Banks on the Effective Date ratably in proportion to their
respective Commitments in effect under the Existing Agreement as amended
hereby).
(c) On the Effective Date, all Money Market Loans outstanding
under the Existing Agreement shall remain outstanding and continue to bear
interest at the rates and for the Interest Periods applicable to such Loans.
(d) Except as expressly amended by this Amendment No. 2, the
provisions of the Existing Agreement remain in full force and effect.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 2 to be duly executed as of the date first above written.
NAVISTAR FINANCIAL CORPORATION
By: /s/ R. Wayne Cain
Title: Vice President and
Treasurer
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/ Charles H. King
Title: Vice President
BANK OF AMERICA ILLINOIS
By: /s/ Patricia DelGrande
Title: Managing Director
CHEMICAL BANK
By: /s/ James B. Treger
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ F.C.H. Ashby
Title: Senior Manager Loan
Operations
NATIONSBANK, N.A.,
individually and as a Co-arranger
By: /s/ Matthew R. Walters
Title: Vice President
THE BANK OF NEW YORK
By: /s/ David C. Siegel
Title: Assistant Vice
President
<PAGE>
THE NORTHERN TRUST COMPANY
By: /s/ J. Mark Berry
Title: Vice President
ROYAL BANK OF CANADA
By: /s/ Patrick K. Shields
Title: Manager, Corporate
Banking
MELLON BANK, N.A.
By: /s/ Laurel L. Larson
Title: Assistant Vice
President
CREDIT SUISSE
By: /s/ William P. Murray
Title: Member of Senior
Management
By: /s/ Kristinn R. Kristinsson
Title: Associate
BANK OF MONTREAL
By: /s/ Michael Joyce
Title: Director
SWISS BANK CORPORATION,
NEW YORK BRANCH
By: /s/ Stephanie W. Kim
Title: Associate Director
By: /s/ Thomas R. Salzano
Title: Associate Director
Banking Finance
Support, N.A.
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Thomas J. Connally
Title: Vice President
<PAGE>
BAYERISCHE VEREINSBANK A.G.
By: /s/ Ed C. Bennett
Title: Vice President
By: /s/ Kendal Baker
Title: Vice President
THE YASUDA TRUST AND BANKING
CO., LTD.
By: /s/ Joseph C. Meek
Title: First Vice President &
Manager
THE FUJI BANK, LIMITED
By: /s/ Peter L. Chinnici
Title: Joint General Manager
CREDIT LYONNAIS, CHICAGO BRANCH
By: /s/ Michael Buysschaert
Title: Vice President
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By: /s/ Masaaki Yamagishi
Title: Chief Manager
THE BANK OF CALIFORNIA, N.A.
By: /s/ Alison A. Mason
Title: Vice President
THE BOATMEN'S NATIONAL
BANK OF ST. LOUIS
By: /s/ Andrew K. Dawson
Title: Assistant Vice
President
<PAGE>
COMMITMENT SCHEDULE
Name of Bank Commitment
Morgan Guaranty Trust Company $ 75,750,000
of New York
Bank of America Illinois $ 75,750,000
Chemical Bank $ 75,750,000
The Bank of Nova Scotia $ 75,750,000
NationsBank, N.A. $ 75,750,000
The Bank of New York $ 56,250,000
The Northern Trust Company $ 56,250,000
Royal Bank of Canada $ 56,250,000
Mellon Bank, N.A. $ 50,000,000
Credit Suisse $ 45,000,000
Bank of Montreal $ 37,500,000
Swiss Bank Corporation, $ 37,500,000
New York Branch
The First National Bank of Chicago $ 31,250,000
Bayerische Vereinsbank A.G. $ 30,000,000
The Yasuda Trust and Banking Co., Ltd. $ 30,000,000
The Fuji Bank, Limited $ 27,500,000
Credit Lyonnais, Chicago Branch $ 25,000,000
The Mitsubishi Trust and $ 25,000,000
and Banking Corporation
The Bank of California, N.A. $ 20,000,000
The Boatmen's National Bank $ 18,750,000
of St. Louis
____________
Total $925,000,000
<PAGE>
Schedule 1
PRICING SCHEDULE
The "Euro-Dollar Margin", "Base Rate Margin", "CD Margin" and
"Facility Fee Rate" for any day are the respective percentages set forth below
in the applicable row under the column corresponding to the Pricing Level that
applies for such day:
<TABLE>
<CAPTION>
Pricing Level Level Level Level Level Level Level
Level I II III IV V VI VII
<S> <C> <C> <C> <C> <C> <C> <C>
Euro-Dollar 0.25% 0.325% 0.40% 0.45% 0.50% .625% 1.25%
Margin
Base Rate 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 1.00%
Margin
CD Margin 0.375% 0.45% 0.525% 0.575% 0.625% .75% 1.375%
Facility Fee 0.15% 0.175% 0.225% 0.30% 0.375% 0.50% .50%
Rate
</TABLE>
For purposes of this Schedule, the following terms have the
following meanings:
"Level I" applies for any day if, at the close of business
on such day, Navistar Financial has Debt Ratings of BBB or higher by S&P
and Baa2 or higher by Moody's.
"Level II" applies for any day if, at the close of business
on such day, (i) Navistar Financial has Debt Ratings of BBB- or higher
by S&P and Baa3 or higher by Moody's and (ii) Level I does not apply.
"Level III" applies for any day if, at the close of business
on such day, (i) Navistar Financial has Debt Ratings of BB+ or higher by
S&P and Ba1 or higher by Moody's and (ii) neither Level I nor Level II
applies.
"Level IV" applies for any day if, at the close of business
on such day, (i) Navistar Financial has Debt Ratings of (x) BB+ or
higher by S&P or Ba1 or higher by Moody's and (y) not lower than BB by
S&P and Ba2 by Moody's and (ii) none of Level I, Level II or Level III
applies.
"Level V" applies for any day if, at the close of business
on such day, (i) Navistar Financial has Debt Ratings of (x) BB or higher
by S&P or Ba2 or higher by Moody's and (y) not lower than BB- by S&P and
Ba3 by Moody's and (ii) none of Level I, Level II, Level III or Level IV
applies.
"Level VI" applies for any day if, at the close of business
on such day, (i) Navistar Financial has Debt Ratings of BB- or higher by
S&P and Ba3 or higher by Moody's and (ii) none of Level I, Level II,
Level III, Level IV or Level V applies; provided that if, at the close
<PAGE>
of business on such day, (1) Navistar Financial has Debt Ratings of (x)
BB or higher by S&P or Ba2 or higher by Moody's and (y) not lower than
B+ by S&P and B1 by Moody's and (2) none of Level I, Level II, Level
III, Level IV or Level V applies, Level VI shall be deemed to apply.
"Level VII" applies for any day if, at the close of business
on such day, none of Level I, Level II, Level III, Level IV, Level V or
Level VI applies.
"Pricing Level" refers to the determination of which of
Level I, Level II, Level III, Level IV, Level V, Level VI or Level VII
applies for any day.
<PAGE>
EXHIBIT H
NAVISTAR FINANCIAL CORPORATION
STATISTICAL INFORMATION
[Statistical Information Report
For the period ended October 31, 1995
to be attached]
__________________________________________
INDEX
H-1. Serviced Truck Receivables Portfolio
H-2. Serviced Wholesale Notes and Accounts
- Portfolio of New & Used Equipment
- Past Due and Extended Amounts
H-3. Serviced Wholesale Notes - Aged From Date of
Contract
H-4. Retail Truck Receivables Acquisitions & Penetration
H-5. Serviced Truck Retail Notes
- Portfolio of New & Used Equipment
- Past Due and Extended Amounts
H-6. Serviced Truck Retail Notes - Portfolio by Contract
Future Maturities
H-7. Truck Notes Repossession Activity and Recovery
H-8. Retail Truck Fleet Customer Balances Owing
$10,000,000 or More
H-9. Losses Activity
H-10. Allowances for Losses
H-11. Percentages of Losses to Liquidations and
Average Receivables Balances
H-12. Combined NFC/NITC Serviced Retail Truck Credit
Losses
H-13. Analysis of Revenue from Navistar International
Transportation Corp.
H-14. Analysis of Retail Note Installment Volume
