WAIVER
AND AMENDMENT NO. 9


TO
RECEIVABLES PURCHASE AGREEMENT





THIS WAIVER AND
AMENDMENT NO. 9(this “Waiver and
Amendment”), dated as
of January 21, 2009, 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 listed on Schedule A to the Agreement (together
with any of their respective successors and assigns hereunder, the “Financial
Institutions”), JS Siloed Trust (the “Trust”)
and JPMorgan Chase Bank, N.A., successor by merger to Bank One, NA, as agent for
the Purchasers (together with its successors and assigns, 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 (the “Agreement”).  Unless
defined elsewhere herein, capitalized terms used in this Waiver and Amendment
shall have the meanings assigned to such terms in the Agreement.




PRELIMINARY
STATEMENT




The
Seller Parties have requested that the Agent and the Purchasers agree to a
certain waiver of and certain amendments to the Agreement; and




The Agent
and the Purchasers are willing to agree to the requested waiver and amendments
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.  The
Agent and the Purchasers hereby waive the breach of Section 9.1(f) that occurred
for the three months ended December 31, 2008 and January 31, 2009.




Section
2.                      Amendments.




(a)           The
definitions of the following terms set forth in Exhibit I to the Agreement are
hereby amended and restated in their entirety to read, respectively, as
follows:




“Concentration
Limit” means, at any time, for any Obligor, 4.00% of Eligible
Receivables, or such other amount (a “Special
Concentration Limit”) for such Obligor designated by the Agent; provided,
that in the case of an Obligor and any Affiliate of such Obligor, the
Concentration Limit shall be calculated as if such Obligor and such Affiliate
are one Obligor; and provided, further, that Trust or the Required Financial
Institutions may, upon notice to Seller, cancel any Special Concentration Limit;
provided,
however,
that such Special Concentration Limit shall remain in place until the fifth
(5th)
Business Day following delivery of such notice.  As of January 21,
2009 until notice from the Agent to the contrary in accordance with the
proceeding sentence, the following Special Concentration Limits, as amended with
the Agent’s consent in the Weekly Report, shall be in effect:  (i)
Walmart Leasing, and Affiliates, 18% of Eligible Receivables; (ii) Anheuser
Bush, Inc. and Affiliates, 4.0% of Eligible Receivables; (iii) Safeway Stores,
10% of Eligible Receivables; (iv) Sara Lee, and Affiliates 10% of Eligible
Receivables;  (v) Ryder Truck Rental and Affiliates, 10% of Eligible
Receivables and (vi) Laidlaw, Inc. and Affiliates, 4.0% of Eligible
Receivables.




“Dilutions”
means, as of any date, the sum of (a) the aggregate amount of reductions or
cancellations described in clause (i) of the definition of “Deemed Collections”
plus(b) the aggregate
amount of Excess Refinancings during the calendar month then most recently ended
(it being understood that Excess Refinancings need only be counted once per
month as Dilutions).




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“Excess
Refinancings”means the amount, if any, by which Receivables that are
refinanced by Navistar Financial Corporation in any calendar month exceed 5% of
the aggregate Outstanding Balance of all Receivables on the last day of the
prior calendar month; provided,
however,that in no event shall Receivables owing from any Specified
Obligor that are refinanced during the month of December 2008, January 2009 or
February 2009 be included in the calculation of “Excess
Refinancings”.




(b)           The
following definition is hereby added to Exhibit I to the Agreement on its
appropriate alphabetical order:




“Specified
Obligor”means any of Ruan Transportation, U.S. Xpress Enterprises, Inc.,
MTC Leasing Inc., Covenant Transportation Group, Inc., Celadon Trucking Service,
Central Refrigerated Service, Inc. and their respective Affiliates.




(c)           Clause
(i)(c) of the definition of “Eligible
Receivable”is hereby amended to insert “or a Specified Obligor”
immediately after “Designated Obligor”.




(d)           Exhibits
X and XI to the Agreement are hereby amended and restated in their entirety to
read as set forth in Annexes A and B, respectively, hereto.




Section
2.                      Representations and
Warranties.  In order to induce the parties to enter into this
Waiver and Amendment, each of the Seller Parties hereby represents and warrants
to the Agent and the Purchasers that (a) after giving affect to this Waiver and
Amendment, 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 Amendment, 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 and Amendment 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
3.                      Conditions Precedent.
This Waiver and Amendment shall become effective as of the date first above
written upon (a) receipt by the Agent of counterparts hereof, duly executed by
each of the parties hereto, and (b) receipt by each of the Co-Agents of payment
of a fully earned and non-refundable waiver fee in the amount of
$250,000.




Section
4.                      Miscellaneous.




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




(b)           Except
as expressly modified hereby, the Agreement remains unaltered and in full force
and effect and is hereby ratified and confirmed.  This Waiver and
Amendment 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 and Amendment 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.




(a)




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










TRUCK
RETAIL ACCOUNTS CORPORATION





By:        DAVID L.
DERFELT


Name:   David
L. Derfelt


Title:     V.P.,
& Controller








NAVISTAR
FINANCIAL CORPORATION





By:        DAVID L.
DERFELT


Name:   David
L. Derfelt


Title:     V.P.,
& Controller








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JS SILOED
TRUST





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











By:         STEPHANIE
LIS


Name:    Stephanie
Lis


Title:








JPMORGAN
CHASE BANK, N.A., individually


as
a Financial Institution and as Agent











By:         STEPHANIE
LIS


Name:    Stephanie
Lis


Title:





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