exhibit10_9.htm


     

    EXECUTION
      VERSION

     

    December
      6, 2007

     

    Navistar
      Financial Corporation

    Attention:
      General Counsel Schaumburg,

    425
      N.
      Martingale Road

    Suite
      1800,

    Illinois
      60173

     

    LaSalle
      Bank National Association

    Attention:
      Global Securities and Trust
      Services

    Suite
      1625

    Chicago,
      Illinois 60603

     

    
    

    


    
      	
               

            	
              Navistar
                2006-ARC

            


    

     

    Re:            Defaults
      and Events of
      Default Ladies/Gentlemen:

    Please
      refer to (a) the Indenture dated as of September 1, 2006 (as amended, the "Indenture") between
      Navistar Financial 2006-ARC Owner Trust, a Delaware statutory trust, and LaSalle
      Bank National Association, a national banking association, as indenture trustee
      (in such capacity, the "Indenture Trustee"),
      (b) the Note Purchase Agreement dated as of September 1, 2006 (the "Note Purchase
      Agreement"), among Navistar Financial Retail Receivables Corporation (the
"Seller"),
      Navistar Financial Corporation ("NFC"), Amsterdam Funding Corporation, as a
      Conduit Investor, and ABN AMRO Bank, N.V., as Funding Agent and an Alternate
      Investor , (c) the Servicing Agreement dated as of September 1, 2006 (the "ServicingAgreement"),
      among
      Navistar Leasing Company, Harco Leasing Company, Inc., Navistar Financial Retail
      Receivables Corporation, The Bank of New York Trust Company, N.A., as Collateral
      Agent, JP Morgan Trust Company, National Association (as successor-in-interest
      to Bank One, National Association), as Portfolio Trustee, Navistar Financial
      2006-ARC Owner Trust, as Issuer, NFC, as Servicer, and LaSalle Bank, National
      Association, as Indenture Trustee, and (d) the ISDA Master Agreement dated
      as of
      September 1, 2006 between LaSalle Bank National Association (in such capacity,
      the "Swap
      Counterpartv") and Navistar Financial Corporation. Capitalized terms used
      but not otherwise defined herein have the respective meanings assigned thereto
      (including by incorporation by reference) in the Indenture, or if not defined
      therein, in the Note Purchase Agreement.

     

    By
      its
      signature below, effective as of the date hereof, (i) each of the Funding Agent,
      the Alternate Investor and the Conduit Investor waives a breach of the covenant
      set forth in Section 5.02(c) of the Note Purchase Agreement arising as a result
      of the failure of NFC to deliver its financial statements for fiscal year 2005
      and for the fiscal quarters ending January 31, April 30 and July 31 of 2006
      by
      January 31, 2007, the financial statements for fiscal year 2006 and 2007 within
      120 days after the end thereof and for fiscal quarters ended January 31, April
      30 and July 31, 2007 and January 31, April 30 and July 31, 2008 within 45 days
      after the end thereof (such financial statements, collectively, the "Financial
      Statements"), (ii) each of the Funding Agent, the Alternate Investor and
      the Conduit Investor waives and instructs the Indenture Trustee to waive, and
      the Indenture Trustee and the Swap Counterparty hereby waive, any failure of
      the
      Servicer under Section 3.02 of the Servicing Agreement to deliver the
      Accountant's Report (as defined in the Servicing Agreement) required to be
      delivered on or before February 1, 2007 and


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    February
      1, 2008 with respect to the fiscal years 2006 and 2007, respectively, (iii)
      each
      of the Funding Agent, the Alternate Investor and the Conduit Investor waives
      and
      instructs the Indenture Trustee to waive, and the Indenture Trustee hereby
      waives, any failure of the Seller under Section 5.1(p) of the Indenture to
      deliver the Independent Accountant's Report of KPMG LLP addressed to the board
      of directors of the Seller with respect to minimum servicing standards for
      the
      year ended October 31, 2005 (the "Independent Accountant's
      Report"), required to be delivered on or before September 30, 2006, and
      (iv) each of such parties hereto waives the occurrence of a default, Default,
      Event of Default or Servicer Default arising solely from the breach of the
      covenants described in the foregoing clauses (i),(ii)
      and (iii), whether
      such
      event is matured or unmatured, under the Indenture, the Servicing Agreement
      or
      the Note Purchase Agreement; provided that,
      notwithstanding anything to the contrary in any prior waiver, each of the
      Seller, the Servicer, the Issuer, the Swap Counterparty and the Indenture
      Trustee acknowledge that an immediate Event of Default under the Indenture
      and
      the Interest Rate Swap and Servicer Default will occur if, and to the extent
      such failures constitute an Event of Default under the Indenture or the Interest
      Rate Swap or a Servicer Default, as applicable, without the need for the giving
      of any notices by any party or the passage of any grace period, the Funding
      Agent and Swap Counterparty shall not have received: (x) the Financial
      Statements and the Accountant's Report (as defined in the Servicing Agreement)
      by the earlier of (i) November 30, 2008 and (ii) five (5) Business Days after
      the filing of such Financial Statements with the SEC, unless the Funding Agent,
      the Conduit Investors, the Majority Investors and the Swap Counterparty, shall
      have provided a further waiver of the covenant violation described in this
      sentence on or before such date; and (y) the Independent Accountant's Report
      described in Section 5.1(p) of the Indenture by January 31, 2008.

     

    LaSalle
      Bank National Association, as Swap Counterparty, hereby agrees that it will
      not
      request any financial statements or other information pursuant to Part 3(b)
      of
      the Schedule to the ISDA Master Agreement dated as of September 1, 2006, between
      it and NFC until the earlier of (i) November 30, 2008 and (ii) five (5) Business
      Days after the filing of such financial statements with the SEC.

     

    The
      foregoing waiver shall become effective as of the date hereof when the Funding
      Agent has received: (1) counterparts of this letter executed by the Seller,
      the
      Servicer, the Conduit Investors, the Alternate Investor, the Indenture Trustee,
      the Issuer and the Swap Counterparty and (2) each of Standard & Poor's and
      Moody's confirms in writing to the Conduit Investor that such waiver shall
      not
      result in a reduction or withdrawal of its rating of the Commercial Paper issued
      by the Conduit Investor; it being understood that such rating confirmation
      does
      not constitute an assessment by Standard & Poor's or Moody's of the
      financial strength of NFC.

     

    Except
      as
      specifically waived above, all of the terms, conditions and covenants of the
      Note Purchase Agreement, the Indenture and the other Transaction Documents
      shall
      remain in full force and effect and are hereby ratified and confirmed in all
      respects. Further, the Funding Agent, as agent for the Conduit Investor,
      acknowledges, represents and warrants that it holds all of the Outstanding
      Amount of the Controlling Class.

     

    Notwithstanding
      anything contained herein to the contrary, this waiver has been signed by
      LaSalle Bank National Association, in its capacity as Indenture Trustee, 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.

     

    No
      failure or delay by any party in exercising any right hereunder shall operate
      as
      a waiver thereof, nor shall any single or partial waiver thereof preclude any
      other or further exercise thereof or the exercise of any other right
      hereunder.

     

    Notwithstanding
      anything contained herein to the contrary, this waiver has been executed by
      Deutsche Bank Trust Company Delaware (as successor to Chase Bank USA, National
      Association), not in its individual capacity but solely in its capacity as
      Owner
      Trustee and in no event shall Deutsche Bank Trust Company Delaware (as successor
      to 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.

     

    [Signatures
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    This
      letter 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 letter. This letter shall be governed by the laws of the State of New
      York,
      without reference to its conflict of law provisions, and the obligations, rights
      and remedies of the parties hereto shall be determined in accordance with such
      laws.

     

    Very
      truly yours,

     

    ABN
      AMRO
      BANK, N.V., as Funding Agent 

    and
      Alternate Investor

     

                    
      By:   /s/ KRISTINA NEVILLE

                     Title:     
Vice
      President

     

                     
      By:  /s/ 
      DAVID J.
      DONOFRIO                                                               


                     
      Title:     
      Director

     

     

    AMSTERDAM
      FUNDING CORPORATION, as Conduit Investor

     

    By:    
        /s/ JILLA. GORDON

    Title:         
      Vice President 

     

     

       
      LASALLE BANK NATIONAL ASSOCIATION, as Indenture Trustee

     

                                                                                                 
      By:       /s/ BRIAN D.AMES

           Title:        
        First Vice President
        

       

    

      
          LASALLE BANK NATIONAL ASSOCIATION, as Swap
      Counterparty

     

         
      By:       /s/ WINNIE LEE

         Title:         
      Senior Vice President


    Acknowledged
      and Agreed:

     

    NAVISTAR
      FINANCIAL RETAIL RECEIVABLES CORPORATION,


    as
      Seller and Certificateholder

     

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

    Name:  John
      V. Mulvaney, Sr.

    Title:    V.P.,
      CFO & Treasurer

     

    
 

    
      NAVISTAR
        FINANCIAL CORPORATION, 

      as
        Servicer

       

    

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

    Name:  John
      V. Mulvaney, Sr.

    Title     V.P.,
      CFO & Treasurer

     

     

    
      
        NAVISTAR
          FINANCIAL 2006-ARC OWNER TRUST

         

        By:  
Deutsche
          Bank Trust Company Delaware (as Sucessor


        to
          Chase Bank USA, National Association, not in its individual 

        Capacity,
          but soley as Owner Trustee on behalf of the Trust

         

      

      By:  /s/
        MICHELE
        HY VOON

      Name:  Michele
        Hy Voon

      Title :   Attorney-in-Fact