exhibit10_118.htm


    WAIVER
      NO. 5

    TO
      RECEIVABLES PURCHASE
      AGREEMENT

     

    THIS
      WAIVER NO. 5
(this "Waiver”),
dated
      as of
      January 17, 2006, 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 this Agreement (together with any of their
      respective successors and assigns hereunder, the "Financial
Institutions”),
      Jupiter Securitization Corporation ("Conduit”)
and
      JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office
      Chicago)), as agent for the Purchasers hereunder or any successor agent
      hereunder (together with its successors and assigns hereunder, 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 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
      Seller Parties have requested that the Agent and the Purchasers agree to waive
      a
      certain provision of the Agreement; and

     

    The
      Agent
      and the Purchasers are willing to agree to the requested waiver 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
      requirement in Section 7.1(a)(i) of the Agreement for delivery of annual
      financial statements of Parent, Transferor and the Seller for fiscal year 2005,
      and the requirement in Section 7.1(a)(ii) of the Agreement for delivery of
      quarterly financial statements of Parent and Transferor for the first quarter
      of
      fiscal year 2006, are each hereby waived through and including May 31,
      2006.

     

    Section
      2.                       Representations
      and
      Warranties. In order to induce the parties to enter into this Waiver,
      each of the Seller Parties hereby represents and warrants to the Agent and
      the
      Purchasers that (a) after giving affect to this Waiver, 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 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 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


    
      
        
        

      

      
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    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.                       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
      4.                       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).

     

    (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.

    


     

    
      	
              TRUCK
                RETAIL ACCOUNTS
                CORPORATION

               

              By:      /s/
                PAUL E
                MARTIN

              Name:     
                Paul E Martin

              Title:       V.P.
                & Treasurer

               

               

              NAVISTAR
                FINANCIAL
                CORPORATION

               

              By:      /s/
                PAUL E
                MARTIN

              Name:      Paul
                E. Martin

              Title:        V.P.
                & Treasurer

               

               

            


    

    


     

    
      
        
        

      

      
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              JUPITER
                SECURITIZATION
                CORPORATION

               

              By:  
JPMorgan
                Chase Bank, N.A., ITS
                Attorney-in-Fact

               

              By:      
                _____________________________

              Title:     Vice
                President

               

               

              JPMORGAN
                CHASE BANK, N.A.,
                (Sucessor by merger to 

              Bank
                One, N.A. (Main Office
                Chicago), 

              Individually
                as a Financial
                Institution and as Agent

               

              By:      
                _____________________________

              Title:       Vice
                President

               

               

               

            


    

    


     

    
      
        
        

      

      
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