exhibit10_116.htm


    
      
WAIVER
        NO.3 
        TO
          RECEIVABLES PURCHASE
          AGREEMENT

         

      

    

    THIS
      WAIVER NO. 3
(this
"Waiver"),
dated
      as of
      April 14, 2005, 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 (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)(ii) of the Agreement for delivery of annual
      financial statements of Parent, Transferor and the Seller for fiscal year 2004
      is hereby waived through and including April
      30,
      2005.

     

    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 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
      3.                      Condition Precedent.
      This
      Waiver shall become effective as of the date first above written upon receipt
      by
      the Agent of counterparts hereofduly 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/  ANDREW
                J
                CEDEROTH

              Name:      
                Andrew J. Cederoth

              Title:        
                V.P. & Treasurer

               

               

              NAVISTAR
                FINANCIAL CORPORATION

               

              By:      /s/ 
                ANDREW J
                CEDEROTH

              Name:      
                Andrew J. Cederoth

              Title:        
                V.P. & Treasurer

               

            


    

     

    
      
        
        

      

      
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              JUPITER
                SECURITIZATION CORPORATION

               

              By:  /s/ 
                JILL T
                LANE

              Its:       
                Authorized Signatory

               

               

              JPMORGAN
                CHASE BANK, N.A., Individually as a Financial Institution and as
                Agent

               

              By:  /s/ 
                JILL T
                LANE

              Its:      
                  Vice President

               

               

               

            


    

    



    
      
        
        

      

      
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