exhibit10_7.htm


    Navistar
      Financial
      Corporation                                                                                                                     December
      , 2007

    Navistar
      Financial Retail Receivables Corporation

    425
      N
      Martingale Road

    Suite
      1800

    Schaumburg,
      Illinois  60173

     

    Re:  Waiver

    


    Ladies/Gentlemen:

     

    Please
      refer to the Receivables Purchase Agreement, dated as of July 30, 2004 (as
      in
      effect on the date hereof, the “Receivables Purchase
      Agreement”) among Navistar Financial Retail Receivables Corporation, as
      Seller, Navistar Financial Corporation, as Servicer, Thunder Bay Funding, LLC,
      as Company, and Royal Bank of Canada, as Agent.  Capitalized terms
      used but not defined herein have the respective meanings ascribed to them in
      the
      Receivables Purchase Agreement.

     

    The
      Receivables Purchase Agreement requires, among other things, the
      following:

     

    (i)           Section
      5.1(a) requires that the Servicer deliver to the Agent (x) within 120 days
      after
      the close of each fiscal year, a copy of the annual report for the Servicer
      for
      such fiscal year on Form 10-K (the “10-K Delivery
      Requirement”) and (y) within 45 days after the close of the first three
      quarterly periods of a fiscal year, a copy of the quarterly report for the
      Servicer for such fiscal year on form 10-Q (the “10-Q Delivery
      Requirement”); and

     

    (ii)           Section
      6.10 requires that on or before February 1 of each year, beginning February
      1,
      2005, the Servicer shall cause a firm of independent accountants to deliver
      to
      the Agent an independent Accountant’s Report for the preceding fiscal year (the
“Independent
      Accountant’s Report Delivery Requirement”).

     

    For
      (x)
      the fiscal years ended on October 31, 2005 (the “2005 Fiscal Year”)
      and October 31, 2006 (the “2006 Fiscal Year“),
      the Servicer has failed to satisfy the 10-K Delivery Requirement and has failed
      to satisfy the Independent Accountant’s Report Delivery Requirement and (y) the
      fiscal year ended on October 31, 2007 (the “2007 Fiscal Year”),
      the Servicer expects to fail to satisfy the 10-K Delivery Requirement and
      expects to fail to satisfy the Independent Accountant’s Report Delivery
      Requirement.

     

    Additionally,
      the Servicer has notified the Agent that it (i) has failed to timely file its
      annual reports on Form 10-K for the 2005 Fiscal Year and the 2006 Fiscal Year
      with the Securities and Exchange Commission in accordance with the Securities
      and Exchange Act of 1934, (ii) has failed to timely file quarterly reports
      on
      Form 10-Q for all of its fiscal quarters in 2006 and 2007 with the Securities
      Exchange Commission in accordance with the Securities Exchange Act of 1934,
      and
      (iii) expects to fail to timely file its annual report on Form 10-K for the
      2007
      Fiscal Year and expects to fail to timely file one or more of its quarterly
      reports on Form 10-Q for fiscal quarters in 2008 with the Securities and
      Exchange Commission in accordance with the Securities and Exchange Act of 1934
      (the occurrence of any such failure, a “Periodic Reporting
      Failure”).

     

    The
      Servicer has requested that the Agent waive any potential Servicer Defaults
      arising from the matters described above.  The Agent hereby agrees to
      waive the occurrence of any Servicer Defaults to the extent described
      below.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.           The
      Agent hereby waives any Servicer Default arising solely from the failure to
      satisfy the 10-K Delivery Requirements for the 2005 Fiscal Year, the 2006 Fiscal
      Year and the 2007 Fiscal Year; provided that this waiver shall only remain
      effective until November 30, 2008 unless the Servicer shall have satisfied
      the
      10-K Delivery Requirements for the 2005 Fiscal Year, the 2006 Fiscal Year and
      the 2007 Fiscal Year prior to such date.

     

    2.           The
      Agent hereby waives any Servicer Default arising solely from the failure to
      satisfy the 10-Q Delivery Requirements for any fiscal quarter in the 2006 fiscal
      year of the Servicer, any fiscal quarter in the 2007 fiscal year of the Servicer
      and any fiscal quarter in the 2008 fiscal year of the Servicer; provided that
      this waiver shall only remain effective until November 30, 2008 unless the
      Servicer shall have satisfied the 10-Q Delivery Requirements for each fiscal
      quarter in the 2006, 2007 and 2008 fiscal year of the Servicer prior to such
      date.

     

    3.           The
      Agent hereby waives any Servicer Default arising under Section 5.1(c) of the
      Receivables Purchase Agreement from any Periodic Reporting Failure; provided
      that this waiver shall only remain effective until November 30, 2008 unless
      the
      Servicer shall have caused the annual reports and quarterly reports giving
      rise
      to any Periodic Reporting Failure to be filed with the Securities and Exchange
      Commission prior to such date.

     

    4.           The
      Agent hereby waives any Servicer Default arising solely from the failure of
      the
      Servicer to satisfy the Independent Accountant’s Report Delivery Requirements;
      provided that this waiver shall only remain effective until November 30, 2008
      unless the Servicer shall have satisfied each Independent Accountant’s Report
      Delivery Requirement prior to such date.

     

    The
      Agent
      hereby expressly reserves, and nothing herein shall be construed as a waiver
      of,
      (i) any Servicer Default specified in paragraphs 1, 2, 3 and 4 above, to the
      extent that the effectiveness of the waiver of such Servicer Default shall
      lapse
      as described therein and (ii) any  rights with respect to any breach
      constituting a Servicer Default or Potential Servicer Default existing or
      arising for any other reason.

     

    This
      waiver may be executed in any number of counterparts and by the different
      parties on separate counterparts, and each such counterpart shall be deemed
      to
      be an original but all such counterparts shall together constitute one and
      the
      same waiver.  This waiver shall be a contract made under and governed
      by the internal laws of the State of New York applicable to contracts made
      and
      to be performed entirely within such State.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the undersigned has caused this waiver to be duly executed
      and
      delivered by their respective duly authorized officers on the day and year
      first
      above written

     

    ROYAL
      BANK OF CANADA, as Agent

     

    By:   
       /s/ 
DENHAM O. TURTON

    Name:     
      Denham O. Turton

    Title:       
      Authorized Signory

     

    
      
         

      

    

    Acknowledged
      and Agreed:

     

    NAVISTAR
      FINANCIAL CORPORATION

     

    By:  /s/
JOHN
      V.
      MULVANEY, SR.

    Name:  John
      V. Mulvaney, Sr.

    Title:    V.P.,
      CFO & Treasurer

    


    NAVISTAR
      FINANCIAL RETAIL RECEIVABLES CORPORATION

     

    By:  /s/
      JOHN V.
      MULVANEY, SR.

    Name:  John
      V. Mulvaney, Sr.

    Title     V.P.,
      CFO & Treasurer