exhibit10_122.htm


    WAIVER
      NO.2

    TO
      RECEIVABLES SALE
      AGREEMENT

     

    THIS
      WAIVER NO. 2
(this "Waiver”),
      dated as of January 31, 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 terms 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 and 2006, 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 and
      2007, 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) October 31, 2007 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 or October 31, 2006, of any financial statements of Transferor
      or any of its affiliates for any period ending on or before October 31, 2007,
      or
      any reports, financial statements, certificates or other information containing
      similar information with respect to such periods, is hereby
      waived.


    
      
        
        

      

      
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    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 and October 31, 2006, 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, 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 of its financial statements to GAAP.

     

    (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, 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 as having been prepared in accordance with GAAP; 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 of such financial statements to GAAP.

     

    (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, 2006, 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


    
      
        
        

      

      
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    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 or October 31, 2006, as the case may be.

     

    (d)            As
      soon as available, and in any event within 30 days after the end of each month,
      commencing with the month of October 2006, 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 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.

     

    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).


    
      
        
        

      

      
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    (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.

     

     

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    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

               

            


    

     

    [Signature
      Page to Waiver No.  to the
      Receivables Sale Agreement]



    
      
        
        

      

      
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