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Abl Credit Agreement

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Sectors: Automotive and Transport Equipment
Governing Law: New York, View New York State Laws
Effective Date: June 15, 2007
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Exhibit 10.71 EXECUTION COPY ABL CREDIT AGREEMENT Dated as of June 15, 2007amongINTERNATIONAL TRUCK AND ENGINE CORPORATION,IC CORPORATION,SST TRUCK COMPANY LP,IC OF OKLAHOMA, LLCandINTERNATIONAL DIESEL OF ALABAMA, LLC,
as Borrowers,THE LENDERS PARTY HERETO,CREDIT SUISSE,
as Administrative Agent,BANK OF AMERICA, N.A.,
as Collateral Agent,BANC OF AMERICA SECURITIES LLCandJPMORGAN CHASE BANK, N.A.,
as Co-Syndication Agents,andGENERAL ELECTRIC CAPITAL CORPORATIONandWACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL),
as Co-Documentation Agents CREDIT SUISSE SECURITIES (USA) LLCandBANC OF AMERICA SECURITIES LLC,
as Joint Lead Arrangers and Joint Bookrunners,andJ.P. MORGAN SECURITIES INC.,
as Joint Bookrunner


Table of Contents Page ARTICLE I DEFINITIONS SECTION 1.01. Defined Terms 2 SECTION 1.02. Classification of Loans and Borrowings 26 SECTION 1.03. Terms Generally 26 SECTION 1.04. Accounting Terms; GAAP 27 ARTICLE II THE CREDITS SECTION 2.01. Commitments 27 SECTION 2.02. Loans and Borrowings 28 SECTION 2.03. Requests for Borrowings 28 SECTION 2.04. Protective Advances 29 SECTION 2.05. Swingline Loans 30 SECTION 2.06. Letters of Credit 31 SECTION 2.07. Funding of Borrowings 35 SECTION 2.08. Type; Interest Elections 35 SECTION 2.09. Termination and Reduction of Commitments 36 SECTION 2.10. Repayment of Loans; Evidence of Debt 37 SECTION 2.11. Prepayment of Loans 38 SECTION 2.12. Fees 39 SECTION 2.13. Interest 40 SECTION 2.14. Alternate Rate of Interest 40 SECTION 2.15. Increased Costs 41 SECTION 2.16. Break Funding Payments 42 ITEC ABL Credit Agreement

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Page SECTION 2.17. Taxes 42 SECTION 2.18. Payments Generally; Allocation of Proceeds; Sharing of Set-offs 44 SECTION 2.19. Mitigation Obligations; Replacement of Lenders 46 SECTION 2.20. Illegality 47 SECTION 2.21. Reserves; Change in Reserves 47 ARTICLE III REPRESENTATIONS AND WARRANTIES SECTION 3.01. Organization 47 SECTION 3.02. Borrower Information 48 SECTION 3.03. Powers 48 SECTION 3.04. Governmental Authorization 48 SECTION 3.05. Due Execution 48 SECTION 3.06. No Action, Suit, Etc. 48 SECTION 3.07. No Material Adverse Change 49 SECTION 3.08. Consolidated Financials 49 SECTION 3.09. Information 49 SECTION 3.10. Margin Regulations 49 SECTION 3.11. Investment Company Act 49 SECTION 3.12. Solvency 49 SECTION 3.13. ERISA 50 SECTION 3.14. Environmental 50 SECTION 3.15. Taxes 51 SECTION 3.16. Existing Debt 51 SECTION 3.17. Existing Liens 51 SECTION 3.18. Ownership Change 51 SECTION 3.19. Insurance 51 ITEC ABL Credit Agreement

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Page SECTION 3.20. Security Interest in Collateral 51 SECTION 3.21. Sanctioned Persons 52 SECTION 3.22. " In the Business of Selling" Inventory Collateral 52 SECTION 3.23. Labor Disputes 52 ARTICLE IV CONDITIONS SECTION 4.01. Closing Date 52 SECTION 4.02. Each Borrowing 55 SECTION 4.03. Determinations Under Sections 4.01 and 4.02 56 ARTICLE V AFFIRMATIVE COVENANTS SECTION 5.01. Financial Statements; Borrowing Base and Other Information 56 SECTION 5.02. Notices of Material Events 60 SECTION 5.03. Existence; Conduct of Business 61 SECTION 5.04. Payment of Taxes 61 SECTION 5.05. Maintenance of Properties 61 SECTION 5.06. Books and Records; Inspection Rights; Appraisals; Field Examinations 61 SECTION 5.07. Compliance with Laws 62 SECTION 5.08. Use of Proceeds 62 SECTION 5.09. Insurance 63 SECTION 5.10. Further Assurances 63 SECTION 5.11. Establishment and Utilization of the Collection Account 63 SECTION 5.12. Speculative Transactions 64 SECTION 5.13. Compliance with Modified Borrowing Base 64 ITEC ABL Credit Agreement

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Page ARTICLE VI NEGATIVE COVENANTS SECTION 6.01. Debt 64 SECTION 6.02. Liens 66 SECTION 6.03. Change in Nature of Business 67 SECTION 6.04. Mergers, Etc. 67 SECTION 6.05. Sales, Etc. of Assets 68 SECTION 6.06. Investments in Other Persons 69 SECTION 6.07. Restricted Payments 71 SECTION 6.08. Accounting Changes 71 SECTION 6.09. Prepayments, Etc., of Debt 71 SECTION 6.10. Partnerships, Etc. 72 SECTION 6.11. Payment Restrictions Affecting Borrowers 72 SECTION 6.12. Transactions with Affiliates 72 SECTION 6.13. Amendment of Material Documents 72 SECTION 6.14. Sales of Receivables 72 SECTION 6.15. Designation of Designated Senior Debt 72 ARTICLE VII EVENTS OF DEFAULT SECTION 7.01. Events of Default 73 ARTICLE VIII THE AGENTS SECTION 8.01. The Agents 76 SECTION 8.02. Indemnification by Lenders 78 ITEC ABL Credit Agreement

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Page ARTICLE IX MISCELLANEOUS SECTION 9.01. Notices 78 SECTION 9.02. Waivers; Amendments 80 SECTION 9.03. Expenses; Indemnity; Damage Waiver 82 SECTION 9.04. Successors and Assigns 84 SECTION 9.05. Survival 88 SECTION 9.06. Counterparts; Integration; Effectiveness 88 SECTION 9.07. Severability 88 SECTION 9.08. Right of Setoff 89 SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process 89 SECTION 9.10. WAIVER OF JURY TRIAL 90 SECTION 9.11. Headings 90 SECTION 9.12. Confidentiality 90 SECTION 9.13. Lender Obligations Several; Violation of Law 90 SECTION 9.14. USA PATRIOT Act 91 SECTION 9.15. Disclosure 91 SECTION 9.16. Appointment for Perfection 91 SECTION 9.17. Interest Rate Limitation 91 SECTION 9.18. Borrower Liability 91 SECTION 9.19. Agency of ITEC as Administrative Borrower for Each Other Borrower 93 SECTION 9.20. Additional Borrowers 93 SECTION 9.21. Obligations Absolute 93 SECTION 9.22. Express Waivers and Representations by Borrowers 94 ITEC ABL Credit Agreement

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SCHEDULES: Commitment Schedule Schedule 3.02 - BorrowersSchedule 3.06 - Disclosed MattersSchedule 3.16 - Existing DebtSchedule 3.17 - Existing LiensSchedule 3.19 - Insurance EXHIBITS: Exhibit A - Form of Administrative QuestionnaireExhibit B - Form of Assignment and AssumptionExhibit C - Form of Borrowing Base CertificateExhibit D - Form of Perfection CertificateExhibit E - Form of Letter of Credit RequestExhibit F - Form of Borrowing RequestExhibit G - Form of Promissory NoteExhibit H - Form of Security Agreement ITEC ABL Credit Agreement

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ABL CREDIT AGREEMENT ABL CREDIT AGREEMENT (this " Agreement" ), dated as of June 15, 2007, among INTERNATIONAL TRUCK AND ENGINE CORPORATION, a Delaware corporation (" ITEC" ), IC CORPORATION, an Arkansas corporation (" IC" ), SST TRUCK COMPANY LP, a Delaware limited partnership (" SST" ), IC OF OKLAHOMA, LLC, a Delaware limited liability company (" ICO" ), INTERNATIONAL DIESEL OF ALABAMA, LLC, a Delaware limited liability company (" IDA" and, together with IC, ITEC, SST and ICO and any other Person joined to this Credit Agreement as a " Borrower" in accordance with the terms herein, each a " Borrower" and collectively, the " Borrowers" ), THE LENDERS (as hereinafter defined) from time to time party hereto, CREDIT SUISSE, as administrative agent for the Lenders hereunder (" Credit Suisse" or, together with any successor administrative agent appointed pursuant hereto, in such capacity and including any permitted successor or assign, the " Administrative Agent" ), BANK OF AMERICA, N.A., as collateral agent for the Lenders hereunder (" BofA" or, together with any successor collateral agent appointed pursuant hereto, in such capacity and including any permitted successor or assign, the " Collateral Agent" ), BANC OF AMERICA SECURITIES LLC (" BAS" ) and JPMORGAN CHASE BANK, N.A. (" JPM Bank" ), as co-syndication agents (in such capacity and including any permitted successor or assign, each a " Syndication Agent" ), GENERAL ELECTRIC CAPITAL CORPORATION and WACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL), as co-documentation agents (in such capacity and including any permitted successor or assign, each a " Documentation Agent" ), CREDIT SUISSE SECURITIES (USA) LLC (" CS Securities" ), BAS and J.P. MORGAN SECURITIES INC. (" JPMS" ), as joint lead bookrunners (in such capacity, each a " Bookrunner" ), and CS Securities and BAS, as joint lead arrangers (in such capacity, each an " Arranger" ).PRELIMINARY STATEMENTS (1) The Borrowers have requested that (a) the Lenders extend credit in the form of Revolving Loans from time to time during the Availability Period, in an aggregate principal amount at any time outstanding not in excess of $200,000,000, (b) the Swingline Lender extend credit, from time to time during the Availability Period, in the form of Swingline Loans, in an aggregate principal amount at any time outstanding not in excess of $25,000,000, and (c) the Issuing Banks issue Letters of Credit, in an aggregate face amount at any time outstanding not in excess of $200,000,000, to support payment obligations incurred in the ordinary course of business by the Borrowers (collectively, the " Facility" ), so long as, in all cases, the aggregate Exposures do not exceed the lesser of (i) the Available Commitments and (ii) the Modified Borrowing Base (subject to Section 2.04). (2) The proceeds of the Revolving Loans and the Swingline Loans are to be used to provide working capital financing and financing for the general corporate purposes of the Borrowers. (3) The Lenders and the Swingline Lender are willing to extend such credit to the Borrowers, and the Issuing Banks are willing to issue Letters of Credit for the account of the Borrowers, in each case on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto herein agree as follows (with capitalized terms used but not defined in these Preliminary Statements or in the preamble above to have the meanings set forth in Article I below):ITEC ABL Credit Agreement

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ARTICLE I DEFINITIONS SECTION 1.01. Defined Terms . As used in this Agreement, the following terms have the meanings specified below: " ABR" , when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate. " Accommodation Payment" means a repayment by a Borrower under this Agreement, as a joint and several obligor, of any of the Obligations constituting Loans made to another Borrower hereunder or other Obligations incurred directly and primarily by any other Borrower. " Account" has the meaning assigned to such term in the Security Agreement. " ACH" means automated clearing house transfers. " Adjusted LIBOR means, with respect to any LIBOR Borrowing for any Interest Period, an interest rate per annum equal to the product of (a) the LIBOR in effect for such Interest Period and (b) the Statutory Reserve Percentage. " Adjustment Date" means the first day of each February, May, August, and November as applicable. " Administrative Agent" has the meaning assigned to such term in the preamble to this Agreement. " Administrative Borrower" has the meaning assigned to such term in Section 9.19 of this Agreement. " Administrative Questionnaire" means an Administrative Questionnaire in the form of Exhibit A . " Affiliate" means, as applied to any Person, any other Person (other than, in the case of a Borrower, any other Borrower) directly or indirectly Controlling, Controlled by, or under common Control with, that Person. " Agents" means the Administrative Agent and the Collateral Agent. " Agreement Value" means, for each Hedge Agreement, on any date of determination, an amount reasonably determined by the Administrative Agent equal to the amount, if any, that would be payable by any Borrower to its counterparty to such Hedge Agreement in accordance with its terms as if (a) such Hedge Agreement was being terminated early on such date of determination, and (b) such Borrower was the sole " Affected Party." " Alternate Base Rate" means, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1 / 2 of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal FundsITEC ABL Credit Agreement

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Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively. " Applicable Percentage" means, with respect to any Lender, at any time, a percentage equal to a fraction the numerator of which is such Lender' s Commitment and the denominator of which is the aggregate Commitments. If the commitment of each Lender to make Loans and the obligation of the Issuing Banks to issue Letters of Credit have been terminated pursuant to this Agreement or if the aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. " Applicable Rate" means, for any day, with respect to any ABR Loan or LIBOR Loan, the applicable rate per annum set forth below under the caption " LIBOR Spread" , based upon the Average Historical Excess Availability as of the most recent Adjustment Date; provided that until the first Adjustment Date occurring at least six full months after the Closing Date, the " Applicable Rate" shall be the applicable rate per annum set forth below in Category 2: Average Historical LIBOR Excess Availability Spread ABR Spread Category 1 Average Historical Excess Availability greater than or equal to $150,000,000. 1.25% 0.25% Category 2 Average Historical Excess Availability Greater than or equal to $50,000,000, but less than $150,000,000. 1.50% 0.50% Category 3 Average Historical Excess Availability less than $50,000,000. 1.75% 0.75% The Applicable Rate shall be adjusted quarterly on a prospective basis on each Adjustment Date based upon the Average Historical Excess Availability in accordance with the table above; provided, however , that if an Event of Default shall have occurred and be continuing at the time any reduction in the Applicable Rate would otherwise be implemented, no such reduction shall be implemented until the date on which such Event of Default shall have been cured or waived. " Approved Fund" means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender. " Arranger" has the meaning assigned to such term in the preamble to this Agreement. " Assignment and Assumption" means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, substantially in the form of Exhibit B or any other form approved by the Administrative Agent.ITEC ABL Credit Agreement

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" Availability Period" means the period from and including the Closing Date to but excluding the Maturity Date. " Availability Reserves" means, without duplication of any other Reserves or items that are otherwise addressed or excluded through eligibility criteria, such reserves as the Agents from time to time determine in their Permitted Discretion as being appropriate reasonably to reflect any impediments to the realization upon the Collateral consisting of Eligible Inventory included in the Borrowing Base or otherwise in accordance with Section 2.21. " Available Commitments" means, at any time, an amount equal to (a) the aggregate Commitments then in effect, minus (b) the Liquidity Block Amount. " Average Historical Excess Availability" means, at any Adjustment Date, the average daily Excess Availability for the three month period immediately preceding such Adjustment Date (with the Borrowing Base at such time for any such day used to determine " Excess Availability" calculated by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent on or prior to such day pursuant to Section 5.01(c)). " Banking Services" means each and any of the following bank services provided to any Borrower at the written request of such Borrower by the Administrative Agent, any Lender or any of their Affiliates: (a) commercial credit cards, and (b) stored value cards and treasury management services (including, without limitation, overdraft, controlled disbursement, ACH transactions, return items and interstate depository network services). " Banking Services Obligations" of the Borrowers means any and all obligations of the Borrowers, whether absolute or contingent and however and whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), in connection with Banking Services. " Bankruptcy Law" means Title 11, U.S. Code, as amended from time to time, or any similar foreign, federal or state law for the relief of debtors, including all rules and regulations promulgated thereunder. " BAS" has the meaning assigned to such term in the preamble to this Agreement. " Blackout Period" means the first four Business Days of a calendar month or such lesser period during which ITEC' s computer system is unavailable due to month-end file maintenance and closing procedures. " Blocked Cash Amount" means the amount of unrestricted cash and Cash Equivalents of the Borrowers, in each case deposited or held in a segregated depository account or investment account that is subject to a blocked account or control agreement reasonably satisfactory to the Collateral Agent in favor of the Collateral Agent (any such account, a " Blocked Cash Account" ). " Board" means the Board of Governors of the Federal Reserve System of the United States of America (or any successor thereto). " Board of Directors" means (a) with respect to a corporation, the board of directors of the corporation, (b) with respect to a partnership, the member, manager(s) or board of directors, as applicable, of the general partner of the partnership and (c) with respect to any other Person, the member, manager, the board or committee of such Person serving a similar function.ITEC ABL Credit Agreement

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" BofA" has the meaning assigned to such term in the preamble to this Agreement. " Borrower" has the meaning assigned to such term in the preamble to this Agreement. " Borrowing" means any (a) Revolving Loans of the same Type made, converted or continued on the same date and, in the case of LIBOR Loans, as to which a single Interest Period is in effect, (b) Swingline Loan or (c) Protective Advance. " Borrowing Base" means, at any time, an amount equal to the Inventory Component minus , without duplication, the then-current amount of all Availability Reserves and other Reserves (including any Inventory Reserves not already reflected in the determination of Net Orderly Liquidation Value, Cost or market value, as applicable) as the Agents may at any time and from time to time in the exercise of their Permitted Discretion establish; provided , that (a) " FMI/Red Tag Items" shall not constitute more than $20,000,000 of the total Borrowing Base, and (b) used trucks shall not constitute more than $100,000,000 of the total Borrowing Base. The Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 5.01(c). " Borrowing Base Certificate" means a certificate, signed and certified as accurate and complete in all material respects by a Financial Officer of the Administrative Borrower on behalf of the Borrowers, in substantially the form of Exhibit C or another form which is acceptable to the Agents in their reasonable discretion. " Borrowing Request" means a request by a Borrower for a Borrowing in accordance with Section 2.03 and substantially in the form attached hereto as Exhibit F , or such other form as shall be approved by the Administrative Agent. " Business Day" means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a LIBOR Loan, the term " Business Day" shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market. " Capital Lease Obligations" of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the amount thereof accounted for as a liability determined in accordance with GAAP; provided , that a change in GAAP or the interpretation thereof shall not result in any lease of real property that is, or would be, characterized by a Person as an operating lease in accordance with GAAP in effect on the date hereof being considered a Capital Lease Obligation. " Capitalized Leases" means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases. " Cash Equivalents" means: (a) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government; provided , that the full faith and credit of the United States, is pledged in support of those securities) having maturities of not more than 24 months from the date of acquisition;ITEC ABL Credit Agreement

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(b) certificates of deposit and eurodollar time deposits with maturities of 24 months or less from the date of acquisition, bankers' acceptances with maturities not exceeding twenty-four months and overnight bank deposits, in each case, with any commercial bank having capital and surplus in excess of $500,000,000 and, as applicable, a Thomson Bank Watch Rating of " B" or better; (c) repurchase obligations or securities lending arrangements for underlying securities of the types described in clauses (a) and (b) above entered into with any financial institution meeting the qualifications specified in clause (b) above; (d) commercial paper having a rating of at least " A-2" from S&P or " P-2" from Moody' s and in each case maturing within 270 days after the date of acquisition or asset-backed securities having a rating of at least " A" from S&P or " A2" from Moody' s and in each case maturing within thirty-six months after the date of acquisition; (e) demand or time deposit accounts used in the ordinary course of business with overseas branches of commercial banks incorporated under the laws of the United States of America, any state thereof or the District of Columbia; provided that such commercial bank has, at the time of the Investment therein, (i) capital, surplus and undivided profits (as of the date of such institution' s most recently published financial statement) in excess of $100,000,000, and (ii) the long-term unsecured debt obligations (other than such obligations rated on the basis of the credit of a Person other than such institution) of such institution, at the time of the Investment therein, are rated at least " A" from S&P or " A2" from Moody' s; (f) obligations (including, but not limited to demand or time deposits, bankers' acceptances and certificates of deposit) issued or guaranteed by a depository institution or trust company incorporated under the laws of the United States of America, any state thereof or the District of Columbia; provided that (i) such instrument has a final maturity not more than one year from the date of purchase thereof, and (ii) such depository institution or trust company has at the time of the Investment therein or contractual commitment providing for such Investment, (A) capital, surplus and undivided profits (as of the date of such institution' s most recently published financial statement) in excess of $100,000,000 and (B) the long-term unsecured debt obligations (other than such obligations rated on the basis of the credit of a Person other than such institution) of such institution, at the time of the Investment therein or contractual commitment providing for such Investment, are rated at least " A" from S&P or " A2" from Moody' s; (g) (i) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (e) of this definition, or (ii) money market funds which are rated at least " AAA" from S&P; or (h) United States dollars. Notwithstanding the foregoing, any investments which would otherwise constitute Cash Equivalents of the kinds described in clauses (a), (b), (c) and (d) hereof that are permitted to have maturities in excess of 12 months shall only be deemed to be Cash Equivalents under this definition if and only if the total weighted average maturity of all Cash Equivalents of the kinds described in clauses (a), (b), (c) and (d) does not exceed twelve months on an aggregate basis. " Change in Law" means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or anyITEC ABL Credit Agreement

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Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender' s or such Issuing Bank' s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement (other than any such request, guideline or directive to comply with any law, rule or regulation that was in effect on the date of this Agreement). " Change of Control" means the occurrence of one or more of the following events: (a) any " person" or " group" (as such terms are used in Section 13(d) and 14(d) of the Exchange Act), other than employee or retiree benefit plans or trusts sponsored or established by Navistar or any Borrower is or becomes the " beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Navistar representing 35% or more of the combined voting power of Navistar' s then-outstanding Voting Interests; (b) the following individuals cease for any reason to constitute more than a majority of the number of directors then serving on the Board of Directors of Navistar: individuals who, on the date hereof, constitute such Board of Directors and any new director (other than a director whose initial assumption of the office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of Navistar) whose appointment or election by such Board of Directors or nomination for election by such Person' s stockholders was approved by the vote of at least a majority of the directors then still in office or whose appointment, election or nomination was previously so approved or recommended with respect to directors whose appointment of election to such Board of Directors was made by the holders of Navistar' s nonconvertible junior preference stock, series B, by the holders of such preference stock; (c) the shareholders of Navistar or any Borrower shall approve any Plan of Liquidation (whether or not otherwise in compliance with the provisions hereof), other than (i) a dissolution or winding up of a Borrower under which all of the assets of such Borrower are transferred to another Borrower or (ii) as otherwise expressly permitted herein; (d) Navistar consolidates with or merges with or into another Person, other than a merger or consolidation of Navistar in which the holders of the common stock of Navistar outstanding immediately prior to the consolidation or merger hold, directly or indirectly, at least a majority of the common stock of the surviving corporation immediately after such consolidation or merger; (e) Navistar or any Borrower, directly or indirectly, sells, assigns, conveys,
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