exhibit10_115.htm


    

      WAIVER
        NO.2

      TO
        RECEIVABLES PURCHASE
        AGREEMENT

       

      THIS
        WAIVER NO. 2 (this
"Waiver"),
dated
        as of March 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
        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 15, 2005.

       

      Section
        2.         Representation
        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 purchaser 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 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).


      
        
          
          

        

        
          E-213

          
            

          

        

        
          
          

        

      

       

      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.

       

      
        
          
            
            

          

          
            E-214

            
              

            

          

          
            
            

          

        



      
        	
                JUPITER
                  SECURITIZATION CORPORATION

                 

                By:  /s/ 
                  BETH
                  PROVARZARA

                Its:        
                  Authorized Signatory

                 

                 

                JPMORGAN
                  CHASE BANK, N.A. (successor by 

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

                Individually
                  as a Financial Institution and as Agent

                 

                By:  /s/ 
                  BETH
                  PROVARZARA

                Its:        
                  Authorized Signatory

                 

              


      

       

      
        
          
          

        

        
          E-215

          
            

          

        

        
          
          

        

      

      
IN
        WITNESS WHEREOF, the
        parties hereto have caused this Waiver to be executed and delivered by their
        duly authorize 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

                 

                 

              	 


      

      


      



      
        
          
          

        

        
          E-216