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Execution
Copy
AMENDMENT,
WAIVER AND EXTENSION TO
AMENDED
AND RESTATED
CERTIFICATE
PURCHASE AGREEMENT
THIS
AMENDMENT, WAIVER AND EXTENSION TO AMENDED AND RESTATED
CERTIFICATE PURCHASE AGREEMENT (this "Amendment")
dated as of March 24, 2006, 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 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, among other things,
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 and the fiscal quarter ended January 2006 (such
failure, the "Reporting
Default"). The parties hereto hereby agrees to waive the
occurrence of any Default to the extent described
below.
D.
Such parties desire to . modify the
Purchase Expiration Date under (and as defined in) the Agreement in
accordance with Section 2.04 of the Agreement.
E.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:
1.
Amendment to
Agreement. By their signatures hereto, each of the
parties hereto hereby agrees that the Agreement is hereby
amended by amending and restating Section 7A.01(c) of the
Agreement in its entirety to read as follows:
(c)
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 year
2005 and for the first quarter of fiscal 2006 until the
earlier to occur of May 31, 2006 and five (5) Business Days
after the filing thereof with the SEC;
2.
Waiver. By
their signatures hereto, each of the parties hereto waives any
condition or covenant that has not
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