exhibit10_4.htm


    December 6, 2007

     

    Navistar
      Financial
      Corporation                                                                                                                     

    Navistar
      Financial Retail Receivables Corporation

    425
      N
      Martingale Road

    Suite
      1800

    Schaumburg,
      Illinois  60173

     

    Re:  Waiver

    
 

    Ladies/Gentlemen:

     

    Please
      refer to (i) the Note Purchase Agreement, dated as of October 20, 2006 (as
      in
      effect on the date hereof, the “Note Purchase
      Agreement”) among Navistar Financial Retail Receivables Corporation
      (“NFRRC”), as
      Seller, Navistar Financial Corporation, individually (“NFC”) and as
      Servicer, Thunder Bay Funding, LLC, as Conduit Investor, and Royal Bank of
      Canada, as Agent and (ii) the Servicing Agreement, dated as of October 20,
      2006,
      among NFRRC, Navistar Financial 2006-RBC Owner Trust, as Issuer, NFC, as
      Servicer, and The Bank of New York, as Indenture Trustee.  The Agent
      (on behalf of the Conduit Investor and the other Investors) is the holder of
      record of 100% of the Floating Rate Asset Backed Note, No. R-1, issued by the
      Issuer pursuant to the Indenture.  Capitalized terms used but not
      defined herein have the respective meanings ascribed to them (or incorporated
      by
      reference in) the Servicing Agreement.

     

    The
      Note
      Purchase Agreement or the Servicing Agreement, as applicable, requires, among
      other things, the following:

     

    (i)           Section
      5.02(c) of the Note Purchase Agreement requires that the Servicer deliver to
      the
      Agent (x) on or before July 31, 2007 (or earlier under certain circumstances
      specified therein), (i) a copy of the annual financial statements of the
      Servicer for the fiscal years October 31 2005 and 2006 and (ii) on or before
      March 1, 2008 (i.e., within 120 days after the last fiscal quarter of the fiscal
      year ended October 31, 2007), a copy of the annual financial statements of
      the
      Servicer for the fiscal year ended October 31, 2007 (each such delivery
      requirement in this clause (x), an “Annual Financial
      Statement
      Delivery Requirement”) and (y) (i) on or before July 31, 2007 (or earlier
      in certain circumstances specified therein), a copy of the quarterly financial
      statements of the Servicer for the fiscal quarters ended January 31, April
      30
      and July 31, 2006 and for the fiscal quarters ended January 31 and April 30,
      2007 and (ii) within 45 days after the end of the fiscal quarters ended July
      31,
      2007, January 31, 2008, April 30, 2008 and July 31, 2008, a copy of the
      quarterly financial statements of the Servicer for the fiscal quarters ended,
      respectively, July 31, 2007, January 31, 2008, April 30, 2008 and July 31,
      2008
      (each such delivery requirement in this clause (y), a “Quarterly Financial
      Statement Delivery Requirement”); and

     

    (ii)           Section
      3.02(a) of the Servicing Agreement requires that on or before (i) July 31,
      2007
      (or earlier under certain circumstances specified therein), the Servicer shall
      cause a firm of independent accountants to deliver to the Agent an independent
      Accountant’s Report for the fiscal year ended October 31, 2006 and (ii) on or
      before February 1, 2008, the Servicer shall cause a firm of independent
      accountants to deliver to the Agent an independent Accountant’s Report for the
      fiscal year ended October 31, 2007 (each such delivery requirement in clauses
      (i) and (ii), an “Independent Accountant’s
      Report Delivery Requirement”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
      Servicer expects to fail to satisfy each Annual Financial Statement Delivery
      Requirement, each Quarterly Financial Statement Delivery Requirement and each
      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 (in accordance with Section 7.06 of the Servicing Agreement) hereby
      directs the Indenture Trustee to waive, and each of Indenture Trustee, the
      Conduit Investor and the Agent hereby waives, any Servicer Default arising
      solely from the failure to satisfy the Annual Financial Statement Delivery
      Requirements; provided that this waiver shall only remain effective until
      November 30, 2008 unless the Servicer shall have satisfied each Annual Financial
      Statement Delivery Requirement
      prior to such date.

     

    2.           The
      Agent (in accordance with Section 7.06 of the Servicing Agreement) hereby
      directs the Indenture Trustee to waive, and each of Indenture Trustee, the
      Conduit Investor and the Agent hereby waives, any Servicer Default arising
      solely from the failure to satisfy the Quarterly Financial Statement Delivery
      Requirements; provided that this waiver shall only remain effective until
      November 30, 2008 unless the Servicer shall have satisfied each Quarterly
      Financial Statement Delivery Requirement prior to such date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.           The
      Agent (in accordance with Section 7.06 of the Servicing Agreement) hereby
      directs the Indenture Trustee to waive, and each of Indenture Trustee, the
      Conduit Investor and the Agent hereby waives, any Servicer Default or default
      arising under Section 5.05 of the Note 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 (in accordance with Section 7.06 of the Servicing Agreement) hereby
      directs the Indenture Trustee to waive, and each of Indenture Trustee and 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.

     

    Each
      of
      the Indenture Trustee, the Conduit Investor and the Agent hereby expressly
      reserves, and nothing herein shall be construed as a waiver of, (i) any Servicer
      Default or default under the Note Purchase Agreement specified in paragraphs
      1,
      2, 3 and 4 above, to the extent that the effectiveness of the waiver of such
      Servicer Default or default under the Note Purchase Agreement shall lapse as
      described therein and (ii) any rights with respect to any breach constituting
      a
      Servicer Default, Potential Servicer Default or default under the Note Purchase
      Agreement 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

      



    


    THUNDER
      BAY FUNDING, LLC,

    as
      Conduit Investor

     

    By:
      Royal Bank of Canada, its

    its
      attorney-in-fact

     

    
      
        By:   
           /s/  DENHAM O. TURTON

        Name:     
          Denham O. Turton

        Title:       
          Authorized Signory:

      

    

     

    THE
      BANK
      OF NEW YORK, not in its 

    individual
      capacity but solely as Indenture Trustee

     

                                                                                                   
      By:       /s/ MICHAEL BURACK

                                                                                                   
      Name:       Micheal Burack

                                                                                                   
      Title:         Assistant
      Treasurer



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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



    


    NAVISTAR
      FINANCIAL 2006-RBC OWNER TRUST

    


    By:  Deutsche Bank Trust
      Company Delaware, not in its

    individual
      capacity but solely as Owner Trustee

     

     By:   
       /s/  MICHELE HY VOON.
      Name:      
        Michele Hy Voon

      Title:       
         Attorney-in-Fact



    ROYAL
      BANK OF CANADA, as Swap Counterparty

     

     
      
      By:   
         /s/  M. RUTH PRESTON

      Name:     
        M. Ruth Preston

      Title:       
        Authorized Signatory