exhibit10_127.htm


    EXECUTION
      COPY

    AMENDMENT
      NO. 1 TO POOLING
      AGREEMENT

     

    THIS
      AMENDMENT NO. 1 TO POOLING AGREEMENT (this "Amendment") dated as
      of May 31, 2007, is entered into among Navistar Financial Retail Receivables
      Corporation (the "Seller") and
      Navistar Financial 2006-RBC Owner Trust, as issuer (the "Issuer").

     

    RECITALS

     

    A.  Seller
      and Issuer are parties to that certain Pooling Agreement, dated as of October
      20, 2006 (as amended, supplemented or otherwise modified through the date
      hereof, the "Agreement").

     

    B.  Such
      parties desire to amend the Agreement as hereafter set forth in accordance
      with
      Section 5.01 of the Agreement.

     

    NOW
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the parties agree as follows:

     

    1.  Amendments
      to
      Agreement. By its signature hereto, each party hereto hereby agrees to
      the following amendments to the Agreement:

     

    (a)    
      The definition of "Principal Distribution Amount" in Part I of Appendix A of
      the
      Agreement is amended by deleting the second proviso to such definition and
      substituting therefor the following proviso:

     

    "and
      providedfurther,
      that
      notwithstanding the foregoing, on the Final Scheduled Distribution Date for
      the
      Notes (and on any Distribution Date thereafter), on and after the date the
      Notes
      have been declared due and payable following an Event of Default until such
      acceleration has been rescinded, and on any Distribution Date on and after
      the
      occurrence of a Trigger Event (other than a Trigger Event described in clause (c) of the
      definition of Enhancement Event), until such Trigger Event has been waived
      or
      cured, the Principal Distribution Amount shall not be less than the amount
      that
      is necessary to reduce the Outstanding Amount of the Notes to
      zero."

     

    2.  Representations
      and
      Warranties. The Seller hereby represents and warrants that, after giving
      effect to this Amendment, no Event of Default has occurred and is now
      continuing.

     

    3.  Effect
      of Amendment.
      All provisions of the Agreement, as extended by this Amendment, remain in full
      force and effect. After this Amendment becomes effective, all references in
      the
      Agreement to "this Agreement", “hereof” "herein" or words of similar effect
      referring to the Agreement in the Agreement or in any other document relating
      to
      the Seller's securitization program shall be deemed to be references to the
      Agreement as amended by this Amendment. This Amendment shall not be deemed
      to
      expressly or impliedly waive, amend or supplement any provision of the Agreement
      other than as set forth herein.

     

    
      
        
        

      

      
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    4.             Conditions
      Precedent.
      This Amendment shall become effective on the first date written above subject
      to
      the satisfaction of the following conditions:

     

    (a)  each
      of
      the Seller, the Issuer, the Indenture Trustee, the Agent, the Conduit Investor,
      the Certificateholder and the Swap Counterparty shall have executed counterparts
      of this Amendment;

     

      
      (b)       delivery
      to each Trustee of (a) an Opinion of Counsel described in Section 5.02(i) of
      the
      Agreement and (b) an opinion of counsel stating that the execution of this
      Amendment is authorized or provided by the Agreement and that all conditions
      precedent to the execution and delivery of this Amendment have been satisfied;
      and

     

       
      (c)  delivery
      to the Agent by the Indenture Trustee of the substance of this Amendment as
      provided to the Indenture Trustee.

     

    5.
Counterparts.
      This
      Amendment may be executed in any number of counterparts and by different parties
      on separate counterparts, and each counterpart shall be deemed to be an
      original, and all such counterparts shall together constitute but one and the
      same instrument.

     

    6.             Governing
      Law. This
      Amendment shall be governed by, and construed in accordance with, the internal
      laws of the State of New York without regard to any otherwise applicable
      principles of conflict of laws.

     

    7.             Section
      Headings. The
      various headings of this Amendment are inserted for convenience only and shall
      not affect the meaning or interpretation of this Amendment or the Agreement
      or
      any provision hereof or thereof.

     

    8.             Limitation
      of Liability of
      the Indenture Trustee and the Owner Trustee.

     

            
      (a)  Notwithstanding
      anything contained herein to the contrary, this Amendment has been consented
      to,
      acknowledged and accepted by The Bank of New York not in its individual capacity
      but solely as Indenture Trustee and in no event shall The Bank of New York
      have
      any liability for the representations, warranties, covenants, agreements or
      other obligations of the Issuer hereunder or in any of the certificates, notices
      or agreements delivered pursuant hereto, as to all of which recourse shall
      be
      had solely to the assets of the Issuer.

            
      (b)  Notwithstanding
      anything contained herein to the contrary, this Amendment has been executed
      by
      Deutsche Bank Trust Company Delaware not in its individual capacity but solely
      in its capacity as Owner Trustee and in no event shall Deutsche Bank Trust
      Company Delaware in its individual capacity or, except as expressly provided
      


    
      
        
        

      

      
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    in
      the
      Trust Agreement, as Owner Trustee of the Issuer have any liability for the
      representations, warranties, covenants, agreements or other obligations of
      the
      Issuer hereunder or in any of the certificates, notices or agreements delivered
      pursuant hereto, as to all of which recourse shall be had solely to the assets
      of the Issuer. For all purposes of this Agreement, in the performance of its
      duties or obligations hereunder, or in the performance of any duties or
      obligations of the Issuer hereunder, the Owner Trustee shall be subject to,
      and
      entitled to the benefits of, the terms and provisions of Article VI of the
      Trust
      Agreement.

     

    [Signature
      Pages Follow]


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties have caused this Amendment to be executed by their
      respective officers thereunto duly authorized, as of the date first above
      written.

     

    
      	 	
              NAVISTAR
                FINANCIAL 2006 RBC
                OWNER TRUST, as Issuer

              By:  DEUTSCHE
                BANK TRUST COMPANY DELEWARE, 

              not
                in its individual capacity but solely as Owner Trustee on behalf
                of the
                Trust

               

              By:  /s/
                MICHELE HY
                VOON

              Name:  Michele
                Hy Voon

              Title:    Attorney
                –In-Fact

               

              By:  /s/
                PETER T.
                BECKER

              Name:  Peter
                T. Becker

              Title:    Attorney
                –In-Fact

               

               

            
	 	
              NAVISTAR
                FINANCIAL RETAIL RECEIVABLES CORPORATION, as Seller

               

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

              Name:  John
                V. Mulvaney, Sr.

              Title:   V.P.
                , CFO & Treasurer

               

            


    

     

     

    
      
        
        

      

      
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              Consented
                to, Acknowledged and Accepted:

               

              BANK
                OF NEW YORK, Not in its individual capacity but solely as Indenture
                Trustee

               

              By:  /s/
                JOHN
                BOBKO

              Name:  John
                Bobko

              Title:    Vice
                President

               

               

              ROYAL
                BANK OF CANADA, as the Agent

               

              By:  /s/
                ROGER
                PELLEGRINI

              Name:  Roger
                Pellegrini

              Title:    Authorized
                Signatory

               

              By:  /s/
                ANDREW S
                WHITE

              Name:  Andrew
                S. White

              Title:    Authorized
                Signatory

               

               

              THUNDER
                BAY FUNDING, LLC, as Conduit Investor

               

              By:  /s/
                ROGER
                PELLEGRINI

              Name:  Roger
                Pellegrini

              Title:    Authorized
                Signatory

               

               

              NAVISTAR
                FINANCIAL RETAIL RECEIVABLES CORPORATION, as
                Certificateholder

               

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

              Name:  John
                V. Mulvaney, Sr.

              Title:   V.P.
                , CFO & Treasurer

               

               

              ROYAL
                BANK OF CANADA, as Swap Counterpart

               

              By:  /s/
                SUSAN
                HEARD

              Name:  Susan
                Heard

              Title:    Authorized
                Signatory

            


    


    
      
        
        

      

      
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