exhibit10_119.htm


    EXECUTION
      COPY

    WAIVER
      NO. 6

    TO
      RECEIVABLES PURCHASE
      AGREEMENT

     

    THIS
      WAIVER NO.
6
(this
"Waiver"),
      dated as of March 21, 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 set forth on the signature pages 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
      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 year 2005, 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 year 2006, 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) January 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, 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, of any financial
      statements of Transferor or any of its affiliates for any period ending on
      or
      before July 31, 2005, or any reports, financial statements, certificates or
      other information containing similar information with respect to such periods,
      are each hereby waived.

     

    
      
        
        

      

      
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    (c)  The
      failure of Transferor to timely notify Agent pursuant to Section 7.1(b)(vi)
      of
      the Agreement that Transferor was downgraded by Moody's Investors Service,
      Inc.,
      and setting forth the Indebtedness affected and the nature of such change,
      is
      hereby waived.

     

    Section
      2.                       Consent. The Waiver
      No. 1, dated as of the date hereof, attached hereto as Exhibit A, is hereby
      consented to pursuant to Section 7.1(b) 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 the fiscal year of Transferor ended October 31,
      2005 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 annual report in respect of the fiscal year of the Parent
      ended October 31, 2005 is delivered, and thereafter within 45 days after the
      end
      of each fiscal quarter ended January 31, 2006, April 30, 2006 and July 31,
      2006,
      (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

     

    
      
        
        

      

      
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    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 of the Transferor, except the fiscal quarter ended January 31, 2006
      for
      which the requirement is 90 days, management financial reports of the US
      Borrower 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, 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 March 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
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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:
                _____________________________

              Title:____________________________

               

               

              NAVISTAR
                FINANCIAL
                CORPORATION

               

              By:______________________________

              Title:_____________________________

               

               

               

            
	
              JUPITER
                SECURITIZATION
                CORPORATION

              By:
                JPMORGAN CHASE BANK, N.A.,
                Its attorney-in-fact

              By:__________________________________

              Title:_________________________________

               

              JPMPRGAN
                CHASE BANK, N.A.
                (successor by

               merger
                to Bank One, NA
                (Main Office Chicago),

              Individually
                as a Financial
                institution and as Agent

               

              By:___________________________________

              Title:__________________________________

               

            


    

     

    
      
        
        

      

      
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    Exhibit
      A

     

     

    [Attached]

     


    
      
        
        

      

      
        E-234