EXECUTION
COPY
AMENDMENT
AND WAIVER TO
AMENDED
AND RESTATED
CERTIFICATE
PURCHASE AGREEMENT
THIS
AMENDMENT AND WAIVER TO AMENDED AND RESTATED CERTIFICATE
PURCHASE AGREEMENT (this "Amendment")
dated as of October 23, 2007, is entered into among Navistar
Financial Securities Corporation (the "Seller"),
Navistar Financial Corporation ("Servicer"),
Kitty Hawk Funding Corporation, ("KHFC"), as a Conduit
Purchaser, Liberty Street Funding LLC (f/k/a Liberty Street
Funding Corp. "Liberty
Street"),
as a Conduit Purchaser, The Bank of Nova Scotia ("BNS"), as a
Managing Agent and a Committed Purchaser, and Bank of America,
National Association ("Bank of
America"),
as a Managing Agent, the Administrative Agent and a Committed
Purchaser.
RECITALS
A.
The Seller, the Servicer, KHFC, Liberty Street, BNS and Bank of
America are parties to that certain Amended and Restated
Certificate Purchase Agreement, dated as of December 27, 2004 (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.
Prior to giving effect to the amendment to Section 7A.01(c) of the
Agreement set forth in Section 1
below, Section 7A.01 of the Agreement required that NFC furnish to
the Administrative Agent as soon as available and in any event
within 45 days after the end of each of the first three fiscal
quarters of any fiscal year and 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 conformity
with generally accepted accounting principles consistently applied.
NFC has requested a waiver of any Default (defined below) arising
from its failure to deliver copies of the annual and interim
financial statements of the fiscal year ending October 2005, the
fiscal quarters ending January 31, April 30 and July 31 of 2006,
the fiscal year ending October 2006, and the fiscal quarters ending
January 31, April 30 and July 31, 2007 on a timely basis (such
failure, the "Reporting
Default"). Each of the parties hereto hereby agrees to waive
the occurrence of any Default to the extent described
below.
D.
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 that the Agreement is hereby
amended as follows:
(i) Section
7A.01(c) of the Agreement is hereby amended and restated 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 conformity with generally accepted accounting principles
consistently applied; provided, however that NFC shall not be
required to deliver its financial statements for fiscal years
2005 and 2006 and for the fiscal quarters ending January 31,
April 30 and July 31 of 2006 and for the fiscal quarters
ending January 31, April 30 and July 31 of 2007 until the
earlier to occur of December 31, 2007 and five (5) Business
Days after the filing thereof with the SEC and (2) as soon as
available and in any event within 30 days after the end of
each month, the monthly management financial reports required
to be delivered pursuant to the Amended and Restated Credit
Agreement dated as of July 1, 2005, and the Third Waiver and
Consent, dated as of November 20, 2006, among the Servicer,
Bank of America, and BNS, among others; provided, however,
that such reporting shall not be required so long as the
Servicer's parent has filed all reports with the Securities
and Exchange Commission required pursuant to Section 13 of the
Exchange Act.
(ii) Section
5.01(m) of the Agreement is hereby amended and restated in its
entirety to read as follows:
(m)
Effective as of noon on October 25
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