AMENDMENT
TO
NOTE
PURCHASE AGREEMENT
THIS
AMENDMENT TO NOTE PURCHASE AGREEMENT (this "Amendment")
dated as of October 23, 2007, is entered into among Navistar
Financial Retail Receivables Corporation (the "Seller"),
Navistar Financial Corporation ("Servicer"),
May Hawk Funding Corporation, ("KHFC"), as a Conduit Investor,
and Bank of America, National Association ("Bank of
America"), as Agent, the Administrator and an Alternate
Investor.
RECITALS
A.
The
Seller, the Servicer, KHFC and Bank of America are parties to that
certain Note Purchase Agreement, dated as of February 27, 2006 (as
amended, supplemented or otherwise modified through the date
hereof, the "Agreement").
B.
Such
parties desire to amend the Agreement as hereafter set
forth.
C.
NOW
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:
1.
Amendments to
Agreement. By their signatures hereto, each of the
parties hereto hereby agrees to the following amendments to
the Agreement:
(a)
The
Agreement is hereby amended by amending and restating
Section
3.01(a)(v) of the Agreement in its entirety to read as
follows:
"(v)
except for those caused by the failure of NFC and its
affiliates to deliver its financial statements and related
financial information for the fiscal years ended October 31,
2005 or October 31, 2006, or for fiscal quarters ending
January 31, April 30 and July 31 of 2006, or for fiscal
quarters ending January 31, April 30 and July 31 of 2007, in
each case, prior to December 31, 2007, the Seller (i) is not
in violation of its Certificate of Incorporation or By-Laws
and (ii) is not in breach or violation of any of the terms or
provisions of, or with the giving of notice or lapse of time,
or both, would be in default under, any contract, indenture,
mortgage, deed of trust, loan agreement, note, lease,
partnership agreement, or other agreement or instrument to
which the Seller is a party or by which it may be bound or to
which any of its properties or assets may be subject, except
for such violations or defaults that would not have a Material
Adverse Effect;"
(b)
The
Agreement is hereby amended by amending and restating
Section
3.01(b)(vi)
of the Agreement in its entirety to read as follows:
"(vi
) except for those caused by the failure of NFC and its
affiliates to deliver its financial statements and related
financial information for the fiscal years ended October 31,
2005 or October 31, 2006, or for fiscal quarters ending
January 31, April 30 and July 31 of 2006, or for fiscal
quarters ending January 31, April 30 and July 31 of 2007, in
each case, prior to December 31, 2007, NFC (i) is not in
violation of its Certificate of Incorporation or By-Laws and
(ii) is not in breach or violation of any of the terms or
provisions of, or with the giving of notice or lapse of time,
or both, would be in default under, any contract, indenture,
mortgage, deed of trust, loan agreement, note, lease,
partnership agreement, or other agreement or instrument to
which the Seller is a party or by which it may be bound or to
which any of its properties or assets may be subject, except
for such violations or defaults that would not have a Material
Adverse Effect;"
(c) The
Agreement is hereby amended by amending and restating
Section
5.02(c)
of the Agreement in its entirety to read as
follows:
"(c)(1)
as soon as available and in any event within (i) 45 days after
the end of each of the first three fiscal quarters of any
fiscal year and (ii) 120 days after the end of the last fiscal
quarter of any fiscal year, copies of the interim or annual,
as applicable, financial statements of NFC, prepared in
confoiiinty with generally accepted accounting principles
consistently applied; provided, however that NFC shall not be
required
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