exhibit10_120.htm


    WAIVER
      NO. 7

    TO
      RECEIVABLES PURCHASE
      AGREEMENT

     

    THIS
      WAIVER NO. 7
(this "Waiver"),
      dated as of January 31, 2007, 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 set forth on the signature pages to this
      Agreement (together with any of their respective successors and assigns
      hereunder, the "Financial
      Institutions”),
Jupiter Securitization Company LLC, a Delaware limited
      liability company formerly known as 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
      certain provisions of the Agreement and to consent to a certain action of the
      Seller Parties; and

     

    The
      Agent
      and the Purchasers are willing to agree to the requested waivers and consent
      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 7.1(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 7.1(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 7.1(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").


    
      
        
        

      

      
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    (b)            Any
      condition or required representation or warranty that has not been satisfied
      or
      made or deemed made, and any Amortization Event or Potential Amortization Event,
      in each case, as a result of the breach of any representation or warranty in
      Section 5.1(g) 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, are each hereby
      waived.

     

    Section
      2.                      Consent. The Waiver
      No. 2, dated as of the date hereof, attached hereto as Exhibit A, is hereby
      consented to pursuant to Section 7.1 of the Agreement.

     

    Section
      3.                      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
      Agent:

     

    (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.

     

    
      
        
        

      

      
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    (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 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
      4.                      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 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).


    
      
        
        

      

      
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    Section
      5.                      
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
      6.                       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.

    
       

      [signatures
        on next
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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/ JOHN
      V. MULVANEY,
      SR.

    Name:         John
      V. Mulvaney, Sr.

    Title:           V.P.,
      CFO & Treasurer

    


    


    NAVISTAR
      FINANCIAL
      CORPORATION

    


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

    Name:          John
      V. Mulvaney, Sr.

    Title:            V.P.,
      CFO & Treasurer

    


     

    
 

    JUPITER
      SECURITIZATION COMPANY
      LLC

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

    


    By:     
      /s/   JOHN
      K.
      SVOLOS

    Name:         John
      K. Svolos

    Title:          Vice
      President

    


    JP
      MORGAN CHASE BANK, N.A. (successor
      by

    Merger
      to Bank One, NA (Main Office
      Chicago)

    INDIVIDUALLY
      AS A FINANCIAL
      INSTITUTION AND

    AS
      AGENT

    


    By:     
      /s/   JOHN
      K.
      SVOLOS

    Name:         John
      K. Svolos

    Title:          Vice
      President


    
      
        
        

      

      
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    Exhibit
      A


     

    [Attached]


    


     

    
      
        
        

      

      
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