TO RECEIVABLES PURCHASE AGREEMENT
WAIVER
NO. 5
THIS
WAIVER NO. 5
(this "Waiver”),
dated
as of
January 17, 2006, 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 (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
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)(i) of the Agreement for delivery of annual
financial statements of Parent, Transferor and the Seller for fiscal year 2005,
and the requirement in Section 7.1(a)(ii) of the Agreement for delivery of
quarterly financial statements of Parent and Transferor for the first quarter
of
fiscal year 2006, are each hereby waived through and including May 31,
2006.
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
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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
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.
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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.
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TRUCK
RETAIL ACCOUNTS
CORPORATION
By: /s/
XXXX X
XXXXXX
Name:
Xxxx X Xxxxxx
Title: V.P.
& Treasurer
NAVISTAR
FINANCIAL
CORPORATION
By: /s/
XXXX X
XXXXXX
Name: Xxxx
X. Xxxxxx
Title: V.P.
& Treasurer
|
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JUPITER
SECURITIZATION
CORPORATION
By:
JPMorgan
Chase Bank, N.A., ITS
Attorney-in-Fact
By:
_____________________________
Title: Vice
President
JPMORGAN
CHASE BANK, N.A.,
(Sucessor by merger to
Bank
One, N.A. (Main Office
Chicago),
Individually
as a Financial
Institution and as Agent
By:
_____________________________
Title: Vice
President
|
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