exhibit10_121.htm


    EXECUTION
      COPY

     

    WAIVER
      NO. 1

    TO
      RECEIVABLES SALE
      AGREEMENT

     

    THIS
      WAIVER NO. 1
(this "Waiver"),
      dated as of March 21, 2006, is among Navistar Financial
      Corporation, a Delaware corporation ("Navistar"),
      as Transferor, and Truck Retail Accounts Corporation,
      a
      Delaware corporation, as Transferee and pertains to that certain RECEIVABLES
      SALE 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
      Transferor has requested that the Transferee agree to waive certain provisions
      of the Agreement; and

     

    The
      Transferee is willing to agree to the requested waivers 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 4.1(a)(i )
      of the Agreement for delivery of annual financial statements of Parent and
      Transferor for fiscal year 2005, the requirement in Section 4.1(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 4.1(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, as a result of the breach of any representation or warranty
      in Section 2.1(f) 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, is hereby waived.


    
      
        
        

      

      
        E-241

        
          

        

      

      
        
        

      

    

     

    (c)            The
      failure of Transferor to timely notify Transferee pursuant to Section 4.1(b)(iv)
      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.                      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
      Transferee:

     

    (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 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


    
      
        
        

      

      
        E-242

        
          

        

      

      
        
        

      

    

     

    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
      3.                       Representations
      and
      Warranties. In order to induce the parties to enter into this Waiver, the
      Transferor represents and warrants to the Transferee that (a) after giving
      affect to this Waiver, each of Transferor's representations and warranties
      contained in Article II of the Agreement is true and correct as of the date
      hereof, (b) the execution and delivery by the Transferor 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 the Transferor
      and constitutes the legal, valid and binding obligation of such Seller Party
      enforceable against the Transferor 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).

     

    Section
      4.                       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.


    
      
        
        

      

      
        E-243

        
          

        

      

      
        
        

      

    

     

    Section
      5.                       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
        pages]

    


    
      
        
        

      

      
        E-244

        
          

        

      

      
        
        

      

    

    


     

    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.

     

    


    
      	 	
              NAVISTAR
                FINANCIAL
                CORPORATION

               

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

              Name:          John
                V. Mulvaney, Sr.

              Title:            V.P.
                Controller

               

               

              TRUCK
                RETAIL ACCOUNTS
                CORPORATION

               

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

              Name:           John
                V. Mulvaney, Sr.

              Title:             V.P.
                Controller

            


    

     


    
      
        
        

      

      
        E-245