exhibit10_11.htm


    
      WAIVER
        NO. 4

       

      TO
        RECEIVABLES SALE AGREEMENT

       

      This
        Waiver No. 4 (this "Waiver"),
        dated as of November 28, 2007, is among Navistar Financial Corporation,
        a
        Delaware corporation ("Navistar"),
        as Transferor, and Truck Retail Accounts Corporation, a Delaware
        corporation, as Transferee and pertains to that certain RECEIVABLES SALE
        AGREEMENT dated as of April 8, 2004 by and among the parties hereto (as
        heretofore amended or modified from time to time, the "Agreement").
        Unless defined elsewhere herein, capitalized terms used in this Waiver
        have the meanings assigned to such teens in the Agreement.

       

      PRELIMINARY
        STATEMENTS

       

      The
        Transferor has requested that the Transferee agree to waive certain provisions
        of the Agreement; and

       

      The
        Transferee is willing to agree to the requested waivers on the terms hereinafter
        set forth.

       

      NOW,
        THEREFORE, in consideration of the premises and the mutual covenants
        herein contained, and for other good and valuable consideration, the receipt
        and
        sufficiency of which are hereby acknowledged, the parties hereto agree as
        follows:

       

      Section
        1.                      Waiver.

       

      (a) The
        requirement in Section 4.1(a)(i) of
        the Agreement for delivery of annual financial statements of Parent and
        Transferor for fiscal years 2005, 2006 and 2007, the requirement in Section
        4.1(a)(ii) of the Agreement for delivery of quarterly financial statements
        of
        Parent and Transferor for the first, second and third quarters of fiscal
        years
        2006, 2007 and 2008, and the requirements in Sections 4.1(a)(iii) for the
        delivery of certain compliance certificates related to the aforementioned
        financial statements, are each hereby waived until the earlier of (i) November
        30, 2008 and (ii) the date on which Parent and Transferor shall have
timely filed reports
        on
        Form 10-K or 10-Q after the date hereof with the Securities and
        Exchange Commission
        pursuant to Sections 13 and
        15 of the Securities Exchange Act of 1934, as amended (the "Exchange
        Act").

       

      (b) Any
        condition or required representation or warranty that has not been satisfied
        or
        made or deemed made, as a result of the breach of any representation or warranty
        in Section 2.1(f) of the Agreement as a result of or arising out of any
        restatement, in connection with the audit conducted for the fiscal year ended
        October 31, 2005, October 31, 2006 or October 31, 2007, of any financial
        statements of Transferor or any of its affiliates for any period ending on
        or
        before November 30, 2008, or any reports, financial statements, certificates
        or
        other information containing similar information with respect to such periods,
        is hereby waived.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      Section
        2.                      Agreement by
        Transferor. Notwithstanding anything to the contrary in the Agreement, to
        induce the parties to enter into this Waiver, until the expiration of the
        waiver
        provided in Section 1(a), Transferor agrees to deliver to the
        Transferee:

       

      (a) As
        soon
        as available after the end of each of the fiscal years of Transferor ended
        October 31, 2005, October 31, 2006 and October 31, 2007, a copy of the annual
        report for such year for the Parent and its Subsidiaries, including therein
        (i)
        a consolidated balance sheet of the Parent and its Subsidiaries as of the
        end of
        such fiscal year and (ii) a consolidated statement of income and a consolidated
        statement of cash flows of the Parent and its Subsidiaries for such fiscal
        year,
        in each case prepared in accordance with Rule 3-10 of Regulation S-X, consistent
        with the Parent's past practice (unless otherwise required to conform with
        the
        results of the audit or changes in GAAP), on the basis of management's good
        faith calculations and fairly presenting in all material respects the
        consolidated financial condition of the Parent and its Subsidiaries as at
        such
        date and the consolidated results of operations of the Parent and its
        Subsidiaries for the period ended on such date; provided that,
        in the
        event of any change in generally accepted accounting principles used in the
        preparation of such financial statements, the Parent shall also provide a
        reconciliation.

       

      (b) As
        soon
        as available after the end of the fiscal quarters ended January 31, 2006,
        April
        30, 2006, July 31, 2006, January 31, 2007, April 30, 2007 and July 31, 2007
        (i)
        a consolidated balance sheet of the Parent and its Subsidiaries as of the
        end of
        such quarter, (ii) a consolidated statement of income and a consolidated
        statement of cash flows of the Parent and its Subsidiaries for the period
        commencing at the end of the previous fiscal quarter and ending with the
        end of
        such fiscal quarter, and (iii) a consolidated statement of income and a
        consolidated statement of cash flows of the Parent and its Subsidiaries for
        the
        period commencing at the end of the previous fiscal year and ending with
        the end
        of such quarter, all prepared in accordance with Rule 3-10 of Regulation
        S-X,
        consistent with the Parent's past practice (unless otherwise required to
        conform
        with the results of the audit or changes in GAAP), on the basis of management's
        good faith calculations and fairly presenting in all material respects, subject
        to year end audit adjustments and the absence of footnotes, the consolidated
        financial condition of the Parent and its Subsidiaries as at such dates and
        the
        consolidated results of operations of the Parent and its Subsidiaries for
        the
        periods ended on such dates, setting forth in each case in comparative form
        the
        corresponding figures for the corresponding date or period of the preceding
        fiscal year, all in reasonable detail and duly certified (subject to normal
        year-end audit adjustments and the absence of footnotes) by a Financial Officer
        of the Parent consistent with the Parent's past practices; provided that,
        in the
        event a reconciliation from past practices to generally accepted accounting
        principles in the preparation of such financial statements is available,
        the
        Parent shall also provide such reconciliation.

       

      (c) As
        soon
        as available, and in any event within 60 days after the end of each fiscal
        quarter (other than the last fiscal quarter of a fiscal year) or 90 days
        after
        the end of the last fiscal quarter of a fiscal year of Navistar ended on
        or
        after October 31, 2007, management financial reports of Navistar setting
        forth
        (i) a preliminary consolidated balance sheet and consolidated statements
        of
        income in a management format , (ii) serviced portfolio information (iii)
        funding availability under its contractual arrangements with Truck Retail
        Installment Paper Corp. and under the Transferor Credit Agreement and (iv)
        calculations demonstrating compliance with Section 8.01 of the Transferor
        Credit
        Agreement, in each case prepared in a

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      manner
        materially consistent with the Transferor's past practices (unless otherwise
        required to conform with the results of the audit or changes in GAAP) and,
        to
        the extent relevant, on the basis of management's good faith efforts, in
        such
        form and detail reasonably satisfactory to the Agent; provided, however,
        that such reporting shall not be required so long as the Transferor has filed
        all reports with the Securities and Exchange Commission required pursuant
        to
        Section 13 of the Exchange Act. The parties hereto acknowledge that such
        management financial reports are not final and are subject to change in
        connection with either the preparation, for the corresponding fiscal quarter,
        of
        a report on Form 10-Q or 10-K, as a result of or arising out of any restatement,
        in connection with the audit conducted for the fiscal year ended October
        31,
        2005, October 31, 2006 or October 31, 2007, as the case may be.

       

      (d)            As
        soon as available, and in any event within 30 days after the end of each
        month,
        monthly management financial reports of the Parent in respect of the sales
        and
        income by segment and cash balances, Indebtedness, capital expenditures and
        depreciation and amortization of the Parent and its consolidated Subsidiaries
        prepared in a manner consistent with the Parent's past practices (unless
        otherwise required to conform with the results of the audit or changes in
        GAAP)
        and on the basis of management's good faith calculations, in such form and
        detail reasonably satisfactory to the Agent; provided,however,
        that such
        reporting shall not be required so long as the Parent has filed all reports
        with
        the Securities and Exchange Commission required pursuant to Section 13 of
        the
        Exchange Act.

       

      Section
        3.                       Representations
        and
        Warranties. In order to induce the parties to enter into this Waiver, the
        Transferor represents and warrants to the Transferee that (a) after giving
        affect to this Waiver, each of Transferor's representations and warranties
        contained in Article II of the Agreement is true and correct as of the date
        hereof, (b) the execution and delivery by the Transferor of this Waiver,
        and the
        performance of its obligations hereunder, are within its corporate or limited
        partnership, as applicable, powers and authority and have been duly authorized
        by all necessary corporate or limited partnership, as applicable, action
        on its
        part, and (c) this Waiver has been duly executed and delivered by the Transferor
        and constitutes the legal, valid and binding obligation of such Seller Party
        enforceable against the Transferor in accordance with its terms, except as
        such
        enforcement may be limited by applicable bankruptcy, insolvency, reorganization
        or other similar laws relating to or limiting creditors' rights generally
        and by
        general principles of equity (regardless of whether enforcement is sought
        in a
        proceeding in equity or at law).

       

      Section
        4. Condition
        Precedent. This Waiver shall become effective as of the date first above
        written upon receipt by the Agent of counterparts hereof duly executed by
        each
        of the parties hereto with the consent of the requisite parties under the
        Purchase Agreement..

       

      Section
        5.                       Miscellaneous.

       

      (a)
        THIS
        WAIVER SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
        (AND
        NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.

       

      (c)                                 Except
        as expressly modified hereby, the Agreement remains unaltered and in full
        force
        and effect and is hereby ratified and confirmed. This Waiver shall be
        binding


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      upon
        and
        inure to the benefit of the parties hereto and their respective successors
        and
        permitted assigns (including any trustee in bankruptcy).

       

      (c)            This
        Waiver may be executed in any number of counterparts and by different parties
        hereto in separate counterparts, each of which when so executed shall be
        deemed
        to be an original and all of which when taken together shall constitute one
        and
        the same agreement.

       

      <signature
        pages follow>


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      IN
        WITNESS WHEREOF, the parties hereto have caused this Waiver to be
        executed and delivered by their duly authorized officers as of the date
        hereof.

       

      NAVISTAR
        FINANCIAL CORPORATION

      


      


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

      NAME:       JOHN
        V. MULVANEY, Sr.

      TITLE:        V.P.,
        CFO & TREASURER

       

      TRUCK
        RETAIL ACCOUNTS CORPORATION

      


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

      NAME:       JOHN
        V. MULVANEY, Sr.

      TITLE:        V.P.,
        CFO & TREASURER

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

       

       

       

       

       

      
 

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    WAIVER
      NO. 9

    TO
      RECEIVABLES PURCHASE AGREEMENT

    


    THIS
      WAIVER NO. 9
(this “Waiver”),
      dated as
      of November 28, 2007, is among Truck Retail Accounts Corporation, a Delaware
      corporation (“Seller”),
      Navistar Financial Corporation, a Delaware corporation (“Navistar”),
      as initial Servicer (Navistar, together with Seller, the “Seller
      Parties” and each a “Seller
      Party”), the entities set forth on the signature pages to this Agreement
      (together with any of their respective successors and assigns hereunder, the
      “Financial
      Institutions”), JS Siloed Trust as assignee of Jupiter Securitization
      Company LLC (“Trust”),
      and JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office
      Chicago)), as agent for the Purchasers hereunder or any successor agent
      hereunder (together with its successors and assigns hereunder, the“Agent”),
      and pertains to that certain RECEIVABLES PURCHASE AGREEMENT dated as of April
      8,
      2004 by and among the parties hereto (as heretofore amended or modified from
      time to time, the “Agreement”).  Unless
      defined elsewhere herein, capitalized terms used in this Waiver have the
      meanings assigned to such terms in the Agreement.

     

    PRELIMINARY
      STATEMENTS

     

    The
      Seller Parties have requested that the Agent and the Purchasers agree to waive
      certain provisions of the Agreement and to consent to a certain action of the
      Seller Parties; and

     

    The
      Agent
      and the Purchasers are willing to agree to the requested waivers and consent
      on
      the terms hereinafter set forth.

     

    NOW,
      THEREFORE,
in consideration of the premises and the mutual covenants herein
      contained, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto agree as
      follows:

     

    Section
      1.                      Waiver.

     

    (a) The
      requirement in Section 7.1(a)(i) of the Agreement for delivery of annual
      financial statements of Parent and Transferor for fiscal years 2005, 2006 and
      2007, the requirement in Section 7.1(a)(ii) of the Agreement for delivery of
      quarterly financial statements of Parent and Transferor for the first, second
      and third quarters of fiscal years 2006, 2007 and 2008, and the requirements
      in
      Sections 7.1(a)(iii) for the delivery of certain compliance certificates related
      to the aforementioned financial statements, are each hereby waived until the
      earlier of (i) November 30, 2008 and (ii) the date on which Parent and
      Transferor shall have timely filed reports on Form 10-K or 10-Q after the date
      hereof with the Securities and Exchange Commission pursuant to Sections 13
      and
      15 of the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”).

     

    (b) Any
      condition or required representation or warranty that has not been satisfied
      or
      made or deemed made, and any Amortization Event or Potential Amortization Event,
      in each case, as a result of the breach of any representation or warranty in
      Section 5.1(g) of the Agreement as a result of or arising out of any
      restatement, in connection with the audit conducted for the fiscal year ended
      October 31, 2005, October 31, 2006 or October 31, 2007, of any financial
      statements of Transferor or any of its affiliates for any period ending on
      or
      before November 30, 2008, or any reports, financial statements, certificates
      or
      other information containing similar information with respect to such periods,
      are each hereby waived.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
      2.                      Consent.  The
      Waiver No. 4, dated as of the date hereof, attached hereto as Exhibit A, is
      hereby consented to pursuant to Section 7.1 of the Agreement.

     

    Section
      3.                      Agreement by
      Transferor.  Notwithstanding anything to the contrary in the
      Agreement, to induce the parties to enter into this Waiver, until the expiration
      of the waiver provided in Section 1(a), Transferor agrees to deliver to the
      Agent:

     

    (a) As
      soon
      as available after the end of each of the fiscal years of Transferor ended
      October 31, 2005, October 31, 2006 and October 31, 2007, a copy of the annual
      report for such year for the Parent and its Subsidiaries, including therein
      (i)
      a consolidated balance sheet of the Parent and its Subsidiaries as of the end
      of
      such fiscal year and (ii) a consolidated statement of income and a consolidated
      statement of cash flows of the Parent and its Subsidiaries for such fiscal
      year,
      in each case prepared in accordance with Rule 3-10 of Regulation S-X, consistent
      with the Parent’s past practice (unless otherwise required to conform with the
      results of the audit or changes in GAAP), on the basis of management’s good
      faith calculations and fairly presenting in all material respects the
      consolidated financial condition of the Parent and its Subsidiaries as at such
      date and the consolidated results of operations of the Parent and its
      Subsidiaries for the period ended on such date; provided that, in
      the
      event of any change in generally accepted accounting principles used in the
      preparation of such financial statements, the Parent shall also provide a
      reconciliation.

     

    (b) As
      soon
      as available after the end of the fiscal quarters ended January 31, 2006, April
      30, 2006, July 31, 2006, January 31, 2007, April 30, 2007 and July 31, 2007
      (i)
      a consolidated balance sheet of the Parent and its Subsidiaries as of the end
      of
      such quarter, (ii) a consolidated statement of income and a consolidated
      statement of cash flows of the Parent and its Subsidiaries for the period
      commencing at the end of the previous fiscal quarter and ending with the end
      of
      such fiscal quarter, and (iii) a consolidated statement of income and a
      consolidated statement of cash flows of the Parent and its Subsidiaries for
      the
      period commencing at the end of the previous fiscal year and ending with the
      end
      of such quarter, all prepared in accordance with Rule 3-10 of Regulation S-X,
      consistent with the Parent’s past practice (unless otherwise required to conform
      with the results of the audit or changes in GAAP), on the basis of management’s
      good faith calculations and fairly presenting in all material respects, subject
      to year end audit adjustments and the absence of footnotes, the consolidated
      financial condition of the Parent and its Subsidiaries as at such dates and
      the
      consolidated results of operations of the Parent and its Subsidiaries for the
      periods ended on such dates, setting forth in each case in comparative form
      the
      corresponding figures for the corresponding date or period of the preceding
      fiscal year, all in reasonable detail and duly certified (subject to normal
      year-end audit adjustments and the absence of footnotes) by a financial officer
      of the Parent consistent with the Parent’s past practices; provided that, in
      the
      event a reconciliation from past practices to generally accepted accounting
      principles in the preparation of such financial statements is available, the
      Parent shall also provide such reconciliation.

     

    (c) As
      soon
      as available, and in any event within 60 days after the end of each fiscal
      quarter (other than the last fiscal quarter of a fiscal year) or 90 days after
      the end of the last fiscal quarter of a fiscal year of Navistar ended on or
      after October 31, 2007, management financial reports of Navistar setting forth
      (i) a preliminary consolidated balance sheet and consolidated statements of
      income in a management format, (ii) serviced portfolio
      information  (iii) funding availability under its contractual
      arrangements with Truck Retail Installment Paper Corp. and under the Transferor
      Credit Agreement and (iv) calculations demonstrating compliance with Section
      8.01 of the Transferor Credit Agreement, in each case prepared in a manner
      materially consistent with the Transferor’s past practices (unless otherwise
      required to conform with the results of the audit or changes in GAAP) and,
      to
      the extent relevant, on the basis of management’s good faith efforts, in such
      form and detail reasonably satisfactory to the Agent; provided, however,
      that such
      reporting shall not be required so long as the Transferor has filed all reports
      with the Securities and Exchange Commission required pursuant to Section 13
      of
      the Exchange Act.  The parties hereto acknowledge that such management
      financial reports are not final and are subject to change in connection with
      either the preparation, for the corresponding fiscal quarter, of a report on
      Form 10-Q or 10-K,  as a result of or arising out of any restatement,
      in connection with the audit conducted for the fiscal year ended October 31,
      2005, October 31, 2006 or October 31, 2007, as the case may be.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d) As
      soon
      as available, and in any event within 30 days after the end of each month,
      monthly management financial reports of the Parent in respect of the sales
      and
      income by segment and cash balances, Indebtedness, capital expenditures and
      depreciation and amortization of the Parent and its consolidated Subsidiaries
      prepared in a manner consistent with the Parent’s past practices (unless
      otherwise required to conform with the results of the audit or changes in GAAP)
      and on the basis of management’s good faith calculations, in such form and
      detail reasonably satisfactory to the Agent; provided, however,
      that such
      reporting shall not be required so long as the Parent has filed all reports
      with
      the Securities and Exchange Commission required pursuant to Section 13 of the
      Exchange Act.

     

    Section
      4.                      Representations
      and
      Warranties.  In order to induce the parties to enter into this
      Waiver, each of the Seller Parties hereby represents and warrants to the Agent
      and the Purchasers that (a) after giving affect to this Waiver, each of such
      Seller Party’s representations and warranties contained in Article V of the
      Agreement is true and correct as of the date hereof, (b) the execution and
      delivery by such Seller Party of this Waiver, and the performance of its
      obligations hereunder, are within its corporate or limited partnership, as
      applicable, powers and authority and have been duly authorized by all necessary
      corporate or limited partnership, as applicable, action on its part, and (c)
      this Waiver has been duly executed and delivered by such Seller Party and
      constitutes the legal, valid and binding obligation of such Seller Party
      enforceable against such Seller Party in accordance with its terms, except
      as
      such enforcement may be limited by applicable bankruptcy, insolvency,
      reorganization or other similar laws relating to or limiting creditors’ rights
      generally and by general principles of equity (regardless of whether enforcement
      is sought in a proceeding in equity or at law).

     

    Section
      5.                      Conditions Precedent.
      This Waiver shall become effective as of the date first above written upon
      receipt by the Agent of (a) counterparts hereof duly executed by each of the
      parties hereto, and (b) payment in immediately available funds of a fully earned
      and nonrefundable waiver fee in the amount specified in the waiver fee letter
      dated as of the date hereof by and between the Agent and the
      Seller.

     

    Section
      6.                      Miscellaneous.

     

    (a)           THIS
      WAIVER SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
      (AND
      NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)           Except
      as expressly modified hereby, the Agreement remains unaltered and in full force
      and effect and is hereby ratified and confirmed.  This Waiver shall be
      binding upon and inure to the benefit of the parties hereto and their respective
      successors and permitted assigns (including any trustee in
      bankruptcy).

     

    (c)           This
      Waiver may be executed in any number of counterparts and by different parties
      hereto in separate counterparts, each of which when so executed shall be deemed
      to be an original and all of which when taken together shall constitute one
      and
      the same agreement.

     

    <signature
      pages follow>

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS
      WHEREOF, the parties hereto have caused this Waiver to be executed and
      delivered by their duly authorized officers as of the date hereof.

     

    


    TRUCK
      RETAIL ACCOUNTS CORPORATION

     

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

      Name:  John
        V. Mulvaney, Sr.

      Title:    V.P.,
        CFO & Treasurer



    


    NAVISTAR
      FINANCIAL CORPORATION

     

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

      Name:  John
        V. Mulvaney, Sr.

      Title:    V.P.,
        CFO & Treasurer

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    JS
      SILOED
      TRUST

    By:  JPMorgan
      Chase Bank, N.A., as Administrative Trustee

     

    
      By:   
/s/
        ALAN
        P.
        ENGLISH

      Name:     ALAN
        P.
        ENGLISH                                                        

    

    Title:      
      Vice President

    


     

    JPMORGAN
      CHASE BANK, N.A. (successor by

    merger
      to
      Bank One, NA (Main Office Chicago),

    individually
      as a Financial Institution and

    as
      Agent

     

    
      
        By:   
/s/
          ALAN
          P.
          ENGLISH

        Name:     ALAN
          P.
          ENGLISH                                                        

      

      Title:      
        Vice President



    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      A

    


    [Attached]