EXECUTION COPY
January 31, 2007
Navistar
Financial Corporation
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 year ended on October 31, 2005 (the "2005 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, 2006 (the "2006 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
with the Securities Exchange Commission in accordance with the
Securities Exchange Act of 1934, and (iii) may fail to timely
file one or more of its quarterly reports on Form 10-Q
for
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