Omnibus Amendment No.1, dated October 20, 2008



 Exhibit 10.3 
 EXECUTION COPY 
 OMNIBUS AMENDMENT NO. 1 
 THIS OMNIBUS AMENDMENT NO. 1, dated as of October 20, 2008 (this “Omnibus Amendment”), by and among NAVISTAR FINANCIAL RETAIL
RECEIVABLES CORPORATION (the “Seller”), NAVISTAR FINANCIAL 2006-BOA OWNER TRUST (the “Issuer”) and THE BANK OF NEW YORK MELLON, not in its individual capacity, but solely as Indenture Trustee (the “Indenture
Trustee”), and consented to and acknowledged by NAVISTAR FINANCIAL CORPORATION (the “Servicer”), BANK OF AMERICA, N.A. (the “Agent”), KITTY HAWK FUNDING CORPORATION (the “Conduit
Investor”), and BANK OF AMERICA, N.A. (the “Swap Counterparty”). 
 RECITALS: 
 WHEREAS, the Seller and the Issuer are party to that certain Pooling Agreement, dated as of February 27, 2006 (the “Pooling
Agreement”). 
 WHEREAS, the Issuer and the Indenture Trustee are party to that certain Indenture, dated as of February 27,
2006 (the “Indenture”). 
 WHEREAS, the Issuer desires to redeem the Class B Notes and the Class C Notes issued by the
Issuer pursuant to the Indenture; 
 WHEREAS, on October 17, 2008, the Seller made a capital contribution to the Issuer in the amount of
$18,132,552.23 (the “Capital Contribution”) and the Issuer shall deposit the Capital Contribution into the Note Distribution Account; 
 WHEREAS, the parties hereto wish to amend the Pooling Agreement in certain respects pursuant to Section 5.01(b) thereof; 
 WHEREAS, the parties hereto wish to amend the Indenture in certain respects pursuant to Section 9.2(a) thereof; and 
 WHEREAS, the Conduit Investor is the owner of all of the outstanding Class A Notes, Class B Notes and Class C Notes. 
 NOW, THEREFORE, intending to be bound, the parties hereto agree as follows: 
  

	ARTICLE I	DEFINITIONS. 

 SECTION 1.01
Definitions. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Pooling Agreement and the Indenture, as applicable. 
  

	ARTICLE II	AMENDMENT TO POOLING AGREEMENT 

 SECTION 2.01
Amendment to Appendix A. The following definition in Appendix A to the Pooling Agreement is hereby amended and restated in its entirety to read as follows: 
  

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 Target Overcollateralization Amount: For any Distribution Date, an amount equal to
the greater of: (a) $31,000,000.00, and (b) 10.125% of the sum of (1) the Aggregate Receivables Balance as of the close of business on the last day of the related Monthly Period and (2) the aggregate Starting Receivables Balance
of all Receivables added to the Trust since the last day of the prior Monthly Period. 
  

	ARTICLE III	AMENDMENT TO INDENTURE 

 SECTION 3.01
Amendment to Section 8.2(d)(ii) of the Indenture. Section 8.2(d)(ii) of the Indenture is hereby deleted in its entirety and replaced with the following: 
 “(ii) the Principal Payment Amount shall be applied on each Distribution Date to reduce the Outstanding Amount of the Class A
Notes;” 
 SECTION 3.02 Amendment to Section 8.2(d)(v) of the Indenture. Section 8.2(d)(v) of the Indenture is
hereby deleted in its entirety and replaced with the following: 
 “(v) [Reserved.] 
 SECTION 3.03 Amendment to Article X of the Indenture. A new Section 10.4 shall be added to the Indenture as follows: 
 “Section 10.4 Redemption of Class B Notes and Class C Notes. 
 (a) Notwithstanding any other provision of this Indenture, including the other sections of this Article X, on October 20,
2008, the Issuer shall redeem the Class B Notes and the Class C Notes. The redemption price for the Class B Notes and the Class C Notes to be redeemed on that date shall be equal to the Outstanding Amount thereof, together with all accrued and
unpaid interest thereon and fees with respect thereto as of such date (the “Special Redemption Price”). On or prior to October 20, 2008, the Issuer shall deposit $10,755,120.86 into the Note Distribution Account for the
redemption of the Class B Notes and $7,377,431.37 for the redemption of the Class C Notes, and, notwithstanding Section 8.2 of the Indenture or any other provision of the Indenture to the contrary, on October 20, 2008, the Indenture
Trustee shall distribute such funds to the Agent on behalf of the Holders of such Notes in redemption of the Class B Notes and the Class C Notes. If it is subsequently determined that the amount of such distribution was less than the Special
Redemption Price, such shortfall shall be deemed to be Class B Noteholders’ Interest Distributable Amount and interest on the Class B Notes, or Class C Noteholders’ Interest Distributable Amount and interest on the Class C Notes, as
applicable, and shall be paid on the November 2008 Distribution Date in accordance with the terms of the Indenture. If it is subsequently determined that the amount of such distribution was more than the Special Redemption Price, such excess shall
be deducted from the Class A Noteholders’ Interest Distributable Amount and interest on the Class A Notes with respect to the November 2008 Distribution Date. 
 (b) As of October 20, 2008, the Class B Notes and the Class C Notes shall cease to be Outstanding for purposes of this Indenture and
shall thereafter represent only the 

  

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right to receive the applicable Special Redemption Price and (unless the Issuer shall default in the payment in full of such Special Redemption Price) no
interest shall accrue on such Special Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating such Special Redemption Price. 
 (c) The Agent shall surrender the Class B Notes and the Class C Notes to the Issuer at the Corporate Trust Office of the Indenture Trustee
upon receipt of the Special Redemption Price therefor, respectively, and, upon payment of the Special Redemption Price for such Notes, the Indenture Trustee is hereby instructed to mark such Notes as paid-in-full and cancelled.” 
  

	ARTICLE IV	MISCELLANEOUS PROVISIONS. 

 SECTION 4.01
Conditions to Effectiveness. This Amendment shall become effective upon execution and delivery of this Amendment by each of the parties hereto. 
 SECTION 4.02 Counterparts. This Amendment may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original, and all of which taken together shall constitute one and the same agreement. 
 SECTION 4.03 Governing Law. This Amendment
shall be construed in accordance with the laws of the State of Illinois, without reference to its conflict of law provisions, except that the obligations, rights and remedies of the Indenture Trustee hereunder shall be determined in accordance with
the internal laws of the State of New York, without reference to its conflict of law provisions. 
 SECTION 4.04 Effect of Headings.
The section headings herein are for convenience only and shall not affect the construction hereof. 
 SECTION 4.05 Authorization. By
their execution of this Amendment, the Conduit Investor, the Seller, as Certificateholder, and the Servicer, as applicable, hereby authorize and direct the Owner Trustee and Indenture Trustee, as applicable, to execute this Amendment, as well as any
other documents contemplated hereby. 
 SECTION 4.06 Notice of Omnibus Amendment. Each of the Seller, as Certificateholder, the Agent
and the Conduit Investor, as Noteholder, acknowledge and agree that executing this Omnibus Amendment satisfies the notice requirements of Section 5.01(c) and (d) of the Pooling Agreement, Section 9.2(d) of the
Indenture and Section 2(a)(i)(U) of the Administration Agreement. 
 SECTION 4.07 Representations and Warranties. The
Servicer hereby represents and warrants to the Agent that, after giving effect to this Omnibus Amendment, no potential Event of Default or Event of Default has occurred and is now continuing. 
  

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 SECTION 4.08 Limitation of Liability. Notwithstanding anything contained herein to the contrary,
this Omnibus Amendment has been executed by Deutsche Bank Trust Company Delaware not in its individual capacity but solely in its capacity as Owner Trustee and in no event shall Deutsche Bank Trust Company Delaware in its individual capacity or,
except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or
agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Omnibus Amendment, in the performance of its duties or obligations hereunder, or in the performance of any
duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement. 
 *     *     *     *     * 
  

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 IN WITNESS WHEREOF, the parties have caused this Omnibus Amendment No. 1 to be duly executed by
their respective officers as of the day and year first above written. 
  

			
	 NAVISTAR FINANCIAL RETAIL
 RECEIVABLES
CORPORATION,
 as Seller and Certificateholder

		
	By:	 	/s/ John V. Mulvaney, Sr.



			
	Name:	 	John V. Mulvaney, Sr.
	Title:	 	 Vice President, Chief Financial
 Officer and Treasurer





			
	
	 NAVISTAR FINANCIAL 2006-BOA
 OWNER
TRUST

	
	 By: DEUTSCHE BANK TRUST
 COMPANY DELAWARE,
not in its
 individual capacity but solely as Owner
 Trustee

		
	By:	 	/s/ Michele HY Voon



			
	Name:	 	Michele HY Voon
	Title:	 	Attorney-in-fact



			
		
	By:	 	/s/ Susan Barstock



			
	Name:	 	Susan Barstock
	Title:	 	Attorney-in-fact



			
	
	 THE BANK OF NEW YORK MELLON,
 not in its
individual capacity but solely as
 Indenture Trustee

		
	By:	 	/s/ Michael Burack



			
	Name:	 	Michael Burack
	Title:	 	Assistant Treasurer


  

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 The undersigned each hereby consent to and acknowledge this Omnibus Amendment No. 1: 
  

			
	 NAVISTAR FINANCIAL CORPORATION,
 as Servicer


		
	By:	 	/s/ John V. Mulvaney, Sr.


			
	Name:	 	John V. Mulvaney, Sr.
	Title:	 	 Vice President, Chief Financial Officer
 and Treasurer



  

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	 BANK OF AMERICA, N.A.,
 as Agent, as
Administrator under the
 Note Purchase Agreement, Class A
 Alternate Investor, Class B Alternate
 Investor and Class C Alternate Investor

		
	By:	 	/s/ Willem Van Beek


			
	Name:	 	Willem Van Beek
	Title:	 	Principal


			
	
	KITTY HAWK FUNDING CORPORATION, as Conduit Investor
		
	By:	 	/s/ Philip A. Martone


			
	Name:	 	Philip A. Martone
	Title:	 	Vice President


			
	
	 BANK OF AMERICA, N.A.,
 as Swap Counterparty


		
	By:	 	/s/ Chas McDonell


			
	Name:	 	Chas McDonell
	Title:	 	Senior Vice President

  

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