EX-10.1



 Exhibit 10.1 

EXECUTION COPY 

AMENDMENT NO. 5 
 TO

 NOTE PURCHASE AGREEMENT 

THIS AMENDMENT NO. 5 TO NOTE PURCHASE AGREEMENT (this “Amendment”) dated as of October 30, 2015, is entered into among
Navistar Financial Securities Corporation, as the Seller (the “Seller”), Navistar Financial Corporation, as the Servicer (the “Servicer”), Deutsche Bank AG, New York Branch (“Deutsche Bank”), as a
Managing Agent and as a Committed Purchaser, Credit Suisse AG, New York Branch (“CS NYB”), as a Managing Agent, Credit Suisse AG, Cayman Islands Branch (“CS CIB”), as a Committed Purchaser, Alpine
Securitization Corp. (“Alpine”), as a Conduit Purchaser, and Bank of America, National Association (“Bank of America”; together with Deutsche Bank, CS NYB, CS CIB and Alpine, the “Purchaser
Parties”), as Administrative Agent (in such capacity, the “Administrative Agent”), as a Managing Agent and as a Committed Purchaser. Capitalized terms used herein without definition shall have the meanings set forth or
incorporated by reference in the Agreement, the Indenture or the Indenture Supplement, as applicable. 
 R E C I T A L S 

A. The parties hereto are parties to that certain Note Purchase Agreement dated as of August 29, 2012 (as amended by Amendment No. 1
to Note Purchase Agreement dated as of March 18, 2013, Amendment No. 2 to Note Purchase Agreement dated as of September 13, 2013, Amendment No. 3 to Note Purchase Agreement dated as of March 12, 2014, and Amendment
No. 4 to Note Purchase Agreement dated as of January 26, 2015, the “Agreement”). 
 B. The parties to the
Agreement desire to extend the Scheduled Purchase Expiration Date to October 28, 2016, and to further amend the Agreement as set forth in this Amendment. 

C. With the consent of the parties hereto, effective as of the date of this Amendment, (i) the Issuing Entity desires to pay in full the
principal and interest owing with respect to the Series 2012-VFN Note held by the Deutsche Bank Purchaser Group and to reduce the Commitment of Deutsche Bank to zero and (ii) the members of the Deutsche Bank Purchaser Group shall cease to be
parties to the Agreement. 
 D. Pursuant to Sections 2.04 and 11.01 of the Agreement, the parties to the Agreement desire to
further amend the Agreement as hereafter set forth. 
 E. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows: 
 1. Incremental Funding by the Bank of America Purchaser Group and the
Alpine Purchaser Group. 
 a. Incremental Funding. The Servicer hereby requests that the Bank of America Purchaser
Group and the Alpine Purchaser Group fund an Incremental Funding on the date hereof in principal amount of $61,250,000 on a pro rata basis based on the respective Purchaser Percentages of the Committed Purchasers in such Purchaser Groups, determined
after giving effect to the termination of Deutsche Bank’s Commitment. Such 







 
Incremental Funding shall be funded solely by the Bank of America Purchaser Group and the Alpine Purchaser Group on the date hereof in accordance with the terms of the Agreement and upon
satisfaction of all conditions precedent thereto specified in Section 2.03(b) of the Agreement (except that the parties agree to waive the requirement in Section 2.03(b)(vii)). 

b. Consents. The parties hereto hereby consent to (i) the non-ratable Incremental Funding to be funded by the Bank
of America Purchaser Group and the Alpine Purchaser Group as set forth in clause (a) above and (ii) the non-ratable payoff of Deutsche Bank as set forth in Section 2 below. 

2. Termination of Deutsche Bank Purchaser Group. 

a. Payoff Amount. Not later than 3:00 p.m. New York City time on the date hereof, the Issuing Entity shall pay (or
caused to be paid) to Deutsche Bank, as Managing Agent for the Deutsche Bank Purchaser Group, the following amounts with respect to the Series 2012-VFN Note held by Deutsche Bank on behalf of the Deutsche Bank Purchaser Group: 

Principal: $61,250,000 
 Accrued
Series 2012-VFN Monthly Interest: $7,483.06 
 Accrued Non-Use Fees: $5,166.67 

b. Termination. Deutsche Bank acknowledges and agrees that the amounts described in Section 2(a) above (the
“Payoff Amount”) constitute all amounts due and owing to the Deutsche Bank Purchaser Group. Upon payment in full of the Payoff Amount to Deutsche Bank by no later than 3:00 p.m. New York City time on the date hereof, the Commitment
of Deutsche Bank shall be reduced to zero, and the members of the Deutsche Bank Purchaser Group shall cease to be parties to the Agreement. 

c. Reduction in Maximum Funded Amount. 

i. Following the termination contemplated by Section 2(b) above, the Maximum Funded Amount shall be reduced to
$375,000,000. 
 ii. The parties agree to waive the requirement in Section 2.05(a) of written notice at lease
five Business Days before such reduction is to take place. 
 d. Cancellation of Series 2012-VFN Note. On the date
hereof, Deutsche Bank shall deliver the Series 2012-VFN Note held by the Deutsche Bank Purchaser Group to the Indenture Trustee for cancellation. 

  
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 3. Amendments to Agreement. 

a. The definitions of “Deutsche Bank”, “Deutsche Bank Alternate Rate”, “Deutsche Bank Purchaser
Group” and “Deutsche Bank Spread” in Section 1.01 of the Agreement are hereby deleted in their entirety. 

b. Clause (B)(iii) of the definition of “LIBOR” in Section 1.01 of the Agreement is hereby amended
by adding the following proviso to the end thereof: 
 “; provided that in the event the rate determined in accordance with
clause (A) or (B) above is below zero, such rate will be deemed to be zero”. 
 c. The definition of
“Scheduled Purchase Expiration Date” in Section 1.01 of the Agreement is hereby amended to replace the date “January 25, 2016” set forth therein with the date “October 28, 2016”. 

d. In furtherance of the termination of the members of the Deutsche Bank Purchaser Group as parties to this Agreement, all
other remaining references to “Deutsche Bank”, “Deutsche Bank Alternate Rate”, “Deutsche Bank Purchaser Group” and “Deutsche Bank Spread” shall be deemed be of no further effect, and all provisions referencing
such terminated parties shall be read to give effect to the termination contemplated by Section 2 of this Amendment. 
 4.
Representations and Warranties. The Seller hereby represents and warrants to each of the Purchaser Parties that, after giving effect to this Amendment, no potential Early Redemption Event or Early Redemption Event has occurred and is now
continuing, and NFC hereby represents and warrants to each of the Purchaser Parties that, after giving effect to this Amendment, no potential Early Redemption Event, Early Redemption Event or Servicer Termination Event has occurred and is now
continuing. 
 5. Effect of Amendment. All provisions of the Agreement, as amended by this Amendment, remain in full force and
effect. After this Amendment becomes effective, all references in the Agreement to “this Agreement”, “hereof”, “herein” or words of similar effect referring to the Agreement in the Agreement or in any other document
relating to the Seller’s securitization program shall be deemed to be references to the Agreement as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the
Agreement other than as set forth herein. 
 6. Conditions Precedent. The effectiveness of this Amendment is subject to
(i) receipt (whether by e-mail, facsimile or otherwise) by the Administrative Agent of counterparts of this Amendment executed by each of the other parties hereto, (ii) satisfaction of each of the conditions precedent described in
Section 2.04 of the Agreement, (iii) receipt by each Managing Agent of the applicable Amendment Fee pursuant to and in accordance with the Fourth Amended and Restated Fee Letter, dated as of the date hereof, (iv) receipt by
Deutsche Bank of the Payoff Amount, and (v) receipt and cancellation by the Indenture Trustee of the Series 2012-VFN Note held by Deutsche Bank on behalf of the Deutsche Bank Purchaser Group. 

  
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 7. Counterparts. This Amendment may be executed in any number of counterparts and by
different parties on separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 

8. Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York
without regard to any otherwise applicable principles of conflicts of law. 
 9. Section Headings. The various headings of this
Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or the Agreement or any provision hereof or thereof. 

[signatures commence on the following page] 

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

					
	 NAVISTAR FINANCIAL SECURITIES CORPORATION,

as the Seller
  



					
	By:	 	     /s/ Mary Ellen Kummer

		 	Name: Mary Ellen Kummer
		 	Title:   Vice President and Treasurer
	  
 NAVISTAR FINANCIAL CORPORATION,

as the Servicer
  

	By:	 	     /s/ Mary Ellen Kummer

		 	Name: Mary Ellen Kummer
		 	Title:   Vice President and Treasurer

 [signatures continue on the following page] 

  

					
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		 		 	Amendment No. 5 to Note Purchase Agreement









 BANK OF AMERICA, NATIONAL ASSOCIATION, 

as the Administrative Agent 
  

			
	By:	 	     /s/ Adarsh Dhand

		 	Name : Adarsh Dhand
		 	Title:    Vice President

 BANK OF AMERICA, NATIONAL ASSOCIATION, 

as the Managing Agent 
 for the Bank of America Purchaser Group

  

			
	By:	 	     /s/ Adarsh Dhand

		 	Name : Adarsh Dhand
		 	Title:    Vice President

 BANK OF AMERICA, NATIONAL ASSOCIATION, 

as the Committed Purchaser 
 for the Bank of America Purchaser
Group 
  

			
	By:	 	     /s/ Adarsh Dhand

		 	Name: Adarsh Dhand
		 	Title:    Vice President

 [signatures continue on the following page] 

  

					
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		 		 	Amendment No. 5 to Note Purchase Agreement









 DEUTSCHE BANK AG, NEW YORK BRANCH, 

as the Managing Agent 
 for the Deutsche Bank Purchaser Group 

 

			
	By:	 	     /s/ Joseph McElroy

		 	Name: Joseph McElroy
		 	Title:   Director

  

			
	By:	 	     /s/ Daniel Gerber

		 	Name: Daniel Gerber
		 	Title:   Director

 DEUTSCHE BANK AG, NEW YORK BRANCH, 

as the Committed Purchaser 
 for the Deutsche Bank Purchaser Group

  

			
	By:	 	     /s/ Joseph McElroy

		 	Name: Joseph McElroy
		 	Title:   Director

  

			
	By:	 	     /s/ Daniel Gerber

		 	Name: Daniel Gerber
		 	Title:   Director

 [signatures continue on the following page] 

  

					
		 	S-3	 	NAVMOT II Series 2012-VFN
		 		 	Amendment No. 5 to Note Purchase Agreement










									
	 CREDIT SUISSE AG,
 NEW YORK
BRANCH,
 as the Managing Agent
 for the CS Purchaser
Group
	 		 	 CREDIT SUISSE AG,
 CAYMAN ISLANDS
BRANCH,
 as the Committed Purchaser
 for the CS Purchaser
Group

					
	By:	 	     /s/ Patrick J. Hart
	 		 	By:	 	     /s/ Patrick J. Hart

		 	Name: Patrick J. Hart	 		 		 	Name: Patrick J. Hart
		 	Title:   Vice President	 		 		 	Title:   Vice President
					
	By:	 	     /s/ Erin McCutcheon
	 		 	By:	 	     /s/ Erin McCutcheon

		 	Name: Erin McCutcheon	 		 		 	Name: Erin McCutcheon
		 	Title:   Vice President	 		 		 	Title:   Vice President

 ALPINE SECURITIZATION CORP., 
 as
a Conduit Purchaser 
 for the CS Purchaser Group 
  

			
	By:	 	Credit Suisse AG, New York Branch,
		 	as its administrative agent

  

			
	By:	 	     /s/ Patrick J. Hart

		 	Name: Patrick J. Hart
		 	Title:   Vice President

  

			
	By:	 	     /s/ Erin McCutcheon

		 	Name: Erin McCutcheon
		 	Title:   Vice President


  

					
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		 		 	Amendment No. 5 to Note Purchase Agreement