exhibit10_2.htm


     

     

    Navistar
      Financial
      Corporation                                                                                                                                                                                                                                  December 6,
      2007      

    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 February 16, 2007 (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, Falcon Asset Securitization Company, LLC, and Park Avenue Receivables
      Company, LLC (as assignee of Jupiter Securitization Company, LLC), collectively,
      as the Conduit Investor, and JP Morgan Chase Bank, National Association, as
      Agent for the Investors and (ii) the Servicing Agreement, dated as of February
      16, 2007, among NFRRC, Navistar Financial 2007-JPM 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) (i) on or before October 31, 2007 (or earlier under certain
      circumstances specified therein), a copy of the annual financial statements
      of
      the Servicer for the fiscal years ended 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 October 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, April
      30, and July 31, 2007 and (ii) within 45 days after the end of the fiscal
      quarters ended 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, 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 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 (the “Independent
      Accountant’s Report Delivery Requirement”).

     

    The
      Servicer expects to fail to satisfy each Annual Financial Statement Delivery
      Requirement and each Quarterly Financial Statement 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, the
      Conduit Investor and the Agent hereby waives, any Servicer Default arising
      solely from the failure of the Servicer to satisfy the Independent Accountant’s
      Report Delivery Requirement; provided that this waiver shall only remain
      effective until November 30, 2008 unless the Servicer shall have satisfied
      the
      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

     

    JP
      MORGAN
      CHASE BANK, N.A., as Agent

     

    By:    
        /s/ ALAN
      ENGLISH                                                                      

    Name:    
      Alan English

    Title:         Vice
      President

    


    


    FALCON
      ASSET SECURITIZATION COMPANY, LLC,

    as
      Conduit Investor

     

    
      By:  JP
        Morgan Chase Bank, N.A., its

    

    
                                                                                                     
        its attorney-in-fact

    

    
    

    
    

     
      By:    
          /s/ ALAN
        ENGLISH                                                                      

      Name:    
        Alan English

      Title:         Vice
        President

    

    
    

    
       

      
 

    

    PARK
      AVENUE RECEIVABLES COMPANY, LLC, as Conduit Investor

     

    By:  JP
      Morgan Chase Bank, N.A., its

    its
      attorney-in-fact                                                                                         
      


    
      By:    
          /s/ ALAN
        ENGLISH                                                                      

      Name:    
        Alan English

      Title:         Vice
        President



    


    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 2007-JPM 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



    


    JP
      MORGAN
      CHASE BANK, N.A., as Swap 

    Counterparty

     

    By:    
        /s/ ALAN
      ENGLISH                                                                      

    Name:    
        Alan English

    Title:       
       Vice President