Navistar
Financial
Corporation December
, 2007
Navistar
Financial Retail Receivables Corporation
425
N Martingale Road
Suite
1800
Schaumburg,
Illinois 60173
Re:
Waiver
Ladies/Gentlemen:
Please
refer to the Receivables Purchase Agreement, dated as of July
30, 2004 (as in effect on the date hereof, the “
Receivables
Purchase Agreement ”) among Navistar Financial
Retail Receivables Corporation, as Seller, Navistar Financial
Corporation, as Servicer, Thunder Bay Funding, LLC, as
Company, and Royal Bank of Canada, as
Agent. Capitalized terms used but not defined
herein have the respective meanings ascribed to them in the
Receivables Purchase Agreement.
The
Receivables Purchase Agreement requires, among other things,
the following:
(i) Section
5.1(a) requires that the Servicer deliver to the Agent (x)
within 120 days after the close of each fiscal year, a copy of
the annual report for the Servicer for such fiscal year on
Form 10-K (the “ 10-K Delivery
Requirement ”) and (y) within 45 days after the
close of the first three quarterly periods of a fiscal year, a
copy of the quarterly report for the Servicer for such fiscal
year on form 10-Q (the “ 10-Q Delivery
Requirement ”); and
(ii) Section
6.10 requires that on or before February 1 of each year,
beginning February 1, 2005, the Servicer shall cause a firm of
independent accountants to deliver to the Agent an independent
Accountant’s Report for the preceding fiscal year (the
“ Independent
Accountant’s Report Delivery Requirement
”).
For
(x) the fiscal years ended on October 31, 2005 (the “
2005
Fiscal Year ”) and October 31, 2006 (the “
2006
Fiscal Year “), the Servicer has failed to
satisfy the 10-K Delivery Requirement and has failed to
satisfy the Independent Accountant’s Report Delivery
Requirement and (y) the fiscal year ended on October 31, 2007
(the “ 2007 Fiscal
Year ”), the Servicer expects to fail to satisfy
the 10-K Delivery Requirement and expects to fail to satisfy
the Independent Accountant’s Report Delivery
Requirement.
Additionally,
the Servicer has notified the Agent that it (i) has failed to
timely file its annual reports on Form 10-K for the 2005
Fiscal Year and the 2006 Fiscal Year with the Securities and
Exchange Commission in accordance with the Securities and
Exchange Act of 1934, (ii) has failed to timely file quarterly
reports on Form 10-Q for all of its fiscal quarters in 2006
and 2007 with the Securities Exchange Commission in accordance
with the Securities Exchange Act of 1934, and (iii) expects to
fail to timely file its annual report on Form 10-K for the
2007 Fiscal Year and expects to fail to timely file one or
more of its quarterly reports on Form 10-Q for fiscal quarters
in 2
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