exhibit10_1.htm


     

    Dated
      as
      of October 23, 2007

    EXHIBIT
      A

    


    SECOND
      AMENDMENT AND FOURTH WAIVER

     

    SECOND
      AMENDMENT AND FOURTH WAIVER, dated as of October 23, 2007 (this
“Amendment”), to the Amended and Restated Credit Agreement, dated as of
      July 1, 2005 (as heretofore amended, supplemented or otherwise modified, the
      “Credit Agreement”), among NAVISTAR FINANCIAL CORPORATION, a Delaware
      corporation, ARRENDADORA FINANCIERA NAVISTAR, S.A. DE C.V., ORGANIZACIÓN
      AUXILIAR DEL CRÉDITO, a Mexican corporation, SERVICIOS FINANCIEROS NAVISTAR,
      S.A. DE C.V., SOCIEDAD FINANCIERA DE OBJETO LIMITADO, a Mexican corporation,
      and
      NAVISTAR COMERCIAL, S.A. DE C.V., a Mexican corporation (each, a
“Borrower” and collectively, the “Borrowers”), the several lenders
      from time to time parties thereto (the “Lenders”), JPMORGAN CHASE BANK,
      N.A., as administrative agent for the Lenders (in such capacity, the
“Administrative Agent”), BANK OF AMERICA, N.A., as syndication agent (in
      such capacity, the “Syndication Agent”), and THE BANK OF NOVA SCOTIA, as
      documentation agent (in such capacity, the “Documentation
      Agent”).

     

    WITNESSETH
      :

     

    WHEREAS,
      the Borrowers, the Administrative Agent, the Syndication Agent, the
      Documentation Agent and the Lenders are parties to the Credit
      Agreement;

     

    WHEREAS,
      the Borrowers have requested that the Administrative Agent and the Required
      Lenders agree to amend and waive compliance with certain provisions of the
      Credit Agreement; and

     

    WHEREAS,
      the Administrative Agent has obtained the consent of the Required Lenders to
      execute this Amendment, but only upon the terms and conditions set forth
      herein;

     

    NOW,
      THEREFORE, for valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, and in consideration of the premises contained herein,
      the
      parties hereto agree as follows:

     

    1.  Defined
      Terms.  (a) Unless otherwise defined herein, capitalized terms
      which are defined in the Credit Agreement are used herein as defined
      therein.

     

    (b)           For
      purposes of this Amendment, “Financial Officer” shall mean the chief
      financial officer or the treasurer of the Parent or the treasurer or controller
      of the US Borrower, as applicable.

     

    (c)           For
      purposes of this Amendment, the “2007 NIC Credit Agreement” shall mean
      the Credit Agreement, dated as of January 19, 2007, among Navistar International
      Corporation, the subsidiary guarantors party thereto, the lenders party thereto,
      JPMorgan Chase Bank N.A., Credit Suisse, Banc of America Securities LLC and
      Citigroup Capital Markets Inc.

    


    2.  Amendment.  Effective
      on and as of the Effective Date (as defined in Section 6 below), the Credit
      Agreement is hereby amended as follows:

     

    
                  (a)  Amendment
        to Section 1.01 of the Credit Agreement.  The definition of
“Applicable Rate” shall be amended by deleting the pricing grid appearing in the
        seventh line of such section and inserting in its place the pricing grid
        set
        forth below:

    

     

    
      	
              Level

            	
              Rating

              S&P/Moody’s

            	
              Revolving
                Credit Loans

            	
              Tranche
                A Term Loans

            	
              Facility
                Fee Rate

            
	
              Applicable
                Rate for

              ABR
                Loans

            	
              Applicable
                Rate for

              Eurodollar
                Loans

            	
              Applicable
                Rate for

              ABR
                Loans

            	
              Applicable
                Rate for

              Eurodollar
                Loans

            
	
              1

            	
              BBB-/Baa3
                or higher

            	
              0.00%

            	
              0.50%

            	
              0.00%

            	
              0.75%

            	
              0.25%

            
	
              2

            	
              BB+/Ba1

            	
              0.00%

            	
              0.70%

            	
              0.00%

            	
              1.00%

            	
              0.30%

            
	
              3

            	
              BB/Ba2

            	
              0.00%

            	
              0.90%

            	
              0.25%

            	
              1.25%

            	
              0.35%

            
	
              4

            	
              BB-/Ba3

            	
              0.625%

            	
              1.625%

            	
              1.00%

            	
              2.00%

            	
              0.375%

            
	
              5

            	
              Less
                than BB-/Ba3

            	
              0.75%

            	
              1.75%

            	
              1.25%

            	
              2.25%

            	
              0.50%

            


    

    


    3.  Waivers.
      The Lenders hereby waive, until December 31, 2007, any Default or Event of
      Default under:

     

    (a)  Clause
      (e) of Article IX of the Credit Agreement that would result solely from the
      Parent’s or the Borrowers’ failure to deliver by such date as may be required
      under the Credit Agreement, the report on Form 10-K and financial statements
      for
      each of the fiscal years ended October 31, 2005, October 31, 2006 and October
      31, 2007 and other information and documents required under Sections 7.01(a),
      (c), (d) and (f) of the Credit Agreement that were to be delivered in connection
      with such report or such financial statements;

     

    (b)  Clause
      (e) of Article IX of the Credit Agreement that would result solely from the
      Parent’s or the Borrowers’ failure to deliver by such date as may be required
      under the Credit Agreement, the report on Form 10-Q and financial statements
      (other than as required by Section 5 hereof) for each of the fiscal quarters
      ended January 31, 2006, April 30, 2006, July 31, 2006, January 31, 2007, April
      30, 2007 and July 31, 2007 and other information and documents required under
      Sections 7.01(b), (d) and (f) of the Credit Agreement to be delivered in
      connection with such report or such financial statements; and

     

    (c)  (i)
      Any
      condition or required representation or warranty that could not be satisfied
      or
      made or deemed made, and (ii) any Default or Event of Default arising, in each
      case as a result of the breach of any representation or warranty in Section
      5.04
      or 5.14(b) of the Credit Agreement as a result of or arising out of any revision
      or restatement in connection with the audit conducted for the fiscal year ended
      October 31, 2005, October 31, 2006 or October 31, 2007 of any financial
      statements of the US Borrower or any of its affiliates for any period ending
      on
      or before the end of the Waiver Period (as defined below), or in any reports,
      financial statements, certificates, or other information containing similar
      information with respect to such periods.

     

    4.  Additional
      Waiver.  The Lenders hereby waive each covenant, requirement or
      agreement under the Loan Documents for the Parent or the US Borrower to provide,
      in the event of any change in generally accepted accounting principles used
      in
      the preparation of its financial statements for any period ending on or prior
      to
      December 31, 2007 from those previously used, a reconciliation of such financial
      statements to GAAP; provided that, in the event a reconciliation from
      past practices to generally accepted accounting principles in the preparation
      of
      such financial statements is available, the Parent or the US Borrower, as
      appropriate, shall also provide such reconciliation.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.  Agreements
      by the US Borrower.  Notwithstanding anything to the contrary in
      the Credit Agreement, to induce the Required Lenders to consent to the execution
      by the Administrative Agent of this Amendment, until the expiration of the
      waiver provided in Section 3 (the “Waiver Period”):

     

    (
      i
      )   The US Borrower agrees to deliver to the Administrative
      Agent, for prompt distribution to each Lender:

    


    (a)  As
      soon
      as available, after the end of each of the fiscal years of the Parent ended
      October 31, 2005, October 31, 2006 and October 31, 2007, a copy of the annual
      report for such fiscal year for the Parent and its Subsidiaries, including
      therein (i) a consolidated balance sheet of the Parent and its Subsidiaries
      as
      of the end of such fiscal year and (ii) a consolidated statement of income
      and a
      consolidated statement of cash flows of the Parent and its Subsidiaries for
      such
      fiscal year, in each case prepared in accordance with Rule 3-10 of Regulation
      S-X, consistent with the Parent’s past practice (unless otherwise required to
      conform with the results of the audit or changes in GAAP), on the basis of
      management’s good faith calculations and fairly presenting in all material
      respects the consolidated financial condition of the Parent and its Subsidiaries
      as at such date and the consolidated results of operations of the Parent and
      its
      Subsidiaries for the period ended on such date; provided that, in the
      event a reconciliation from past practices to generally accepted accounting
      principles in the preparation of such financial statements is available, the
      Parent shall also provide such reconciliation.

     

    (b)  As
      soon
      as available, after the end of each of the fiscal quarters of the Parent ended
      January 31, 2006, April 30, 2006, July 31, 2006, January 31, 2007, April 30,
      2007 and July 31, 2007 (i) a consolidated balance sheet of the Parent and its
      Subsidiaries as of the end of such quarter, (ii) a consolidated statement of
      income and a consolidated statement of cash flows of the Parent and its
      Subsidiaries for the period commencing at the end of the previous fiscal quarter
      and ending with the end of such fiscal quarter, and (iii) a consolidated
      statement of income and a consolidated statement of cash flows of the Parent
      and
      its Subsidiaries for the period commencing at the end of the previous fiscal
      year and ending with the end of such quarter, all prepared in accordance with
      Rule 3-10 of Regulation S-X, consistent with the Parent’s past practice (unless
      otherwise required to conform with the results of the audit or changes in GAAP),
      on the basis of management’s good faith calculations and fairly presenting in
      all material respects, subject to year end audit adjustments and the absence
      of
      footnotes, the consolidated financial condition of the Parent and its
      Subsidiaries as at such dates and the consolidated results of operations of
      the
      Parent and its Subsidiaries for the periods ended on such dates, setting forth
      in each case in comparative form the corresponding figures for the corresponding
      date or period of the preceding fiscal year, all in reasonable detail and duly
      certified (subject to normal year-end audit adjustments and the absence of
      footnotes) by a Financial Officer of the Parent, consistent with the Parent’s
      past practice; provided that, in the event a reconciliation from past
      practices to generally accepted accounting principles in the preparation of
      such
      financial statements is available, the Parent shall also provide such
      reconciliation.

     

    (c)  As
      soon
      as available, and in any event within 60 days after the end of each fiscal
      quarter (other than the last fiscal quarter of a fiscal year) or 90 days after
      the end of the last fiscal quarter of a fiscal year of the US Borrower, ended
      on
      or after October 31, 2007, management financial reports of the US Borrower
      setting forth (i) a preliminary consolidated statement of financial condition
      and consolidated statement of income in a management format, (ii) serviced
      portfolio information, (iii) funding availability under its contractual
      arrangements with Truck Retail Instalment Paper Corp. and under the Credit
      Agreement and (iv) calculations demonstrating compliance with Section 8.01
      of
      the Credit Agreement, in each case prepared in a manner materially consistent
      with the US Borrower’s past practices (unless otherwise required to conform with
      the results of the audit or changes in GAAP) and, to the extent relevant, on
      the
      basis of management’s good faith efforts, in such form and detail reasonably
      satisfactory to the Administrative Agent; provided, however, that such
      reporting shall not be required so long as the US Borrower has filed all reports
      with the Securities and Exchange Commission required pursuant to Section 13
      of
      the Exchange Act.

     

    (d)  As
      soon
      as available, and in any event within 30 days after the end of each month,
      commencing with the month of October 2007, monthly management financial reports
      of the Parent in respect of the sales and income by segment and cash balances,
      Indebtedness, capital expenditures and depreciation and amortization of the
      Parent and its consolidated Subsidiaries prepared in a manner consistent with
      the Parent’s past practices (unless otherwise required to conform with the
      results of the audit or changes in GAAP) and on the basis of management’s good
      faith calculations, in such form and detail reasonably satisfactory to the
      Administrative Agent (including, without limitation, any financial information
      prepared in accordance with generally accepted accounting principles to
      determine compliance with the covenants under the 2007 NIC Credit Agreement);
      provided, however, that such reporting shall not be required so long as
      the US Borrower has filed all reports with the Securities and Exchange
      Commission required pursuant to Section 13 of the Exchange Act.

     

    (e)  As
      soon
      as available, and in any event within 60 days after the end of each fiscal
      quarter (other than the last fiscal quarter of a fiscal year) or 90 days after
      the end of the last fiscal quarter of a fiscal year of the Parent, commencing
      with the fiscal quarter ended October 31, 2007, quarterly condensed
      manufacturing balance sheet and income statement of the Parent and its
      consolidated subsidiaries, with its finance subsidiaries included on an equity
      basis, prepared in a manner consistent with the Parent’s past practices (unless
      otherwise required to conform with the results of the audit or changes in GAAP)
      and on the basis of management’s good faith calculations.

     

    The
      Lenders acknowledge that the financial information delivered pursuant to
      subsections (c), (d) and (e) above will be preliminary and unaudited and will
      be
      prepared by management based on current data in a manner consistent with past
      practices (unless otherwise required to conform with the results of the audit
      or
      changes in the GAAP), will not have been reviewed by the Parent’s or the US
      Borrower’s independent accountants, and when the accounting review in connection
      with the audit of the fiscal 2005, 2006 and 2007 financial statements is
      complete, the information provided may differ from the audited financial
      statements.

     

    6.  Conditions
      to Effectiveness of this Amendment.  The amendment and waivers set
      forth herein shall become effective on the date upon receipt by the
      Administrative Agent of (the “Effective Date”):

     

    (a)           counterparts
      of this Amendment duly executed by each of the Borrowers and the Administrative
      Agent; and

     

    (b)           for
      the account of each Lender that executes and delivers a Lender Consent Letter
      with respect to this Amendment on or before 12 p.m. (noon), Eastern time, on
      October [23], 2007, an amendment fee equal to 0.20% of the sum of the
      outstanding principal amount of such Lender’s Tranche A Term Loans and its US
      Revolving Commitment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7.  Representations
      and Warranties.  On and as of the date hereof and after giving
      effect to this Amendment, each Borrower hereby confirms, reaffirms and restates
      the representations and warranties set forth in Article V of the Credit
      Agreement mutatismutandis, except to the extent that such
      representations and warranties expressly relate to a specific earlier date,
      in
      which case each Borrower hereby confirms, reaffirms and restates such
      representations and warranties as of such earlier date, and represents and
      warrants that, except to the extent waived hereby, no Default or Event of
      Default has occurred and is continuing.

     

    8.  Continuing
      Effect; No Other Waiver.  Except as expressly amended, waived or
      provided for above, and subject to any existing amendment and waiver, all of
      the
      terms and provisions of the Credit Agreement are and shall remain in full force
      and effect and each Borrower shall continue to be bound by all of such terms
      and
      provisions.  The amendment and waivers provided for herein are limited
      to the specific sections of the Credit Agreement specified herein and shall
      not
      constitute an amendment or waiver of, or an indication of the Administrative
      Agent’s or the Lenders’ willingness to amend or waive, any other provisions of
      the Credit Agreement or the same section for any other date or
      purpose.  For the avoidance of doubt, the amendments set forth in the
      First Amendment, dated as of March 28, 2007, to the Credit Agreement remain
      in
      effect in accordance with the terms thereof.  Further, for the
      avoidance of doubt, the change to the definition of Applicable Rate effected
      by
      the Third Waiver and Consent, dated as of November 10, 2006, is hereby
      rescinded.

     

    9.  Expenses.  The
      Borrowers agree to pay and reimburse the Administrative Agent for all its
      reasonable out-of-pocket costs and expenses incurred in connection with the
      preparation and delivery of this Amendment, including, without limitation,
      the
      reasonable fees and disbursements of counsel to the Administrative
      Agent.

     

    10.  Counterparts.  This
      Amendment may be executed by one or more of the parties to this Amendment on
      any
      number of separate counterparts (including by telecopy), and all of said
      counterparts taken together shall be deemed to constitute one and the same
      instrument.  A set of the copies of this Amendment signed by the
      parties hereto shall be delivered to the Borrowers and the Administrative
      Agent.  The execution and delivery of this Amendment by the
      Administrative Agent with the consent of any Lender shall be binding upon such
      Lender’s successors and assigns (including transferees of its commitments and
      Loans in whole or in part prior to effectiveness hereof) and binding in respect
      of all of its commitments and Loans, including any acquired subsequent to its
      execution and delivery hereof and prior to the effectiveness
      hereof.

     

    11.  GOVERNING
      LAW.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
      UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
      ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     

    *   *   *   *   *

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
      and delivered by their respective duly authorized officers as of the date first
      above written.

     

    NAVISTAR
      FINANCIAL CORPORATION

                                     By:
      /s/  John V. Mulvaney Sr.

                                     Name: 
      John V. Mulvaney Sr.

                               
       Title:    V.P., CFO and Treasurer

     

     

     ARRENDADORA
      FINANCIERA NAVISTAR, S.A. 

     DE
      C.V., ORGANIZACIÓN AUXILIAR DEL CRÉDITO

                                     By:
/s/   
Jose
      A.
      Charon

     Name:   
      Jose A. Charon

     Title:    
      Attorney in Fact

                                    

     

                                    SERVICIOS
      FINANCIEROS
      NAVISTAR, S.A. 

                                    DE
      C.V., SOCIEDAD
      FINANCIERA DE OBJETO LIMITADO

                                    By:
      /s/   Jose A. Charon

                                    Name:   
      Jose A. Charon

                        Title:    
      Attorney in Fact

     

     

                                    NAVISTAR
      COMERCIAL,
      S.A. DE C.V.

                            
      By: /s/    Jose A. Charon

     Name:   
      Jose A. Charon

                                    
Title:
      Attorney in
      Fact

     

    JPMORGAN
      CHASE BANK, N.A. as Administrative Agent

                                    By:  /s/
      Richard W. Duker

    Name:
      Richard W. Duker

    Title:
      Managing Director

    



    
      
        [Signature
          Page to
          Waiver]