WAIVER NO. 4 TO RECEIVABLES PURCHASE AGREEMENT
WAIVER
NO. 4
THIS
WAIVER NO. 4
(this "Waiver"),
dated as of July 20, 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
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 (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. Compliance
with Section 9.1(f) of the Agreement is hereby waived for the three Settlement
Periods ended June 30, 2005, the three Settlement Periods ending July 31, 2005,
and the three Settlement Periods ending August 31, 2005.
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 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).
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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/
XXXXXX X
XXXXXXXX
Name:
Xxxxxx X. Xxxxxxxx
Title:
V.P. & Treasurer
NAVISTAR
FINANCIAL CORPORATION
By: /s/
XXXXXX X
XXXXXXXX
Name:
Xxxxxx X. Xxxxxxxx
Title:
V.P. & Treasurer
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E-223
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JUPITER
SECURITIZATION CORPORATION
By:
/s/ XXXX X
XXXX
Its:
Authorized Signatory
JPMORGAN
CHASE BANK, N.A., (Sucussor
by
merger to Bank One, NA (Main Office Chicago),
Individually
as a Financial Institution and as Agent
By: /s/ XXXX
X XXXX
Its:
Vice President
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E-224
