WAIVER NO.3 TO RECEIVABLES PURCHASE AGREEMENT
THIS
WAIVER NO. 3
(this
"Waiver"),
dated
as of
April 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
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. 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
30,
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 hereofduly 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-219
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JUPITER
SECURITIZATION CORPORATION
By: /s/
XXXX X
XXXX
Its:
Authorized Signatory
JPMORGAN
CHASE BANK, N.A., Individually as a Financial Institution and as
Agent
By: /s/
XXXX X
XXXX
Its:
Vice President
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E-220
