EX-10.1



 Exhibit 10.1 

EXECUTION COPY 

AMENDMENT NO. 10 
 TO

 NOTE PURCHASE AGREEMENT 

AND 
 AMENDMENT NO. 1

 TO 
 FIFTH
AMENDED AND RESTATED FEE LETTER 
 THIS AMENDMENT NO. 10 TO NOTE PURCHASE AGREEMENT and AMENDMENT NO. 1 TO FIFTH AMENDED AND RESTATED
FEE LETTER (this “Amendment”) dated as of December 21, 2017, is entered into among Navistar Financial Securities Corporation, as the Seller (the “Seller”), Navistar Financial Corporation
(“NFC”), as the Servicer (in such capacity, the “Servicer”), New York Life Insurance Company (“NY Life”), as a Managing Agent and as a Committed Purchaser, New York Life Insurance and Annuity
Corporation (“NYLIAC”), 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 Ltd. (“Alpine”), as a Conduit Purchaser, and Bank of America, National Association (“Bank of America”; together with NY Life, NYLIAC, 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, Amendment No. 4 to Note Purchase Agreement dated as of January 26, 2015, Amendment No. 5 to Note Purchase Agreement dated as of October 30, 2015, Amendment No. 6 to Note Purchase Agreement dated as of
February 24, 2016, Amendment No. 7 to Note Purchase Agreement dated as of May 27, 2016, Amendment No. 8 to Note Purchase Agreement dated as of November 18, 2016, and Amendment No. 9 to Note Purchase Agreement dated as
of May 31, 2017, the “Agreement”). 
 B.    The Administrative Agent, the Managing Agents, NFC and
the Seller are parties to the Fifth Amended and Restated Fee Letter, dated as of May 31, 2017 (the “Fee Letter”). 

C.    Pursuant to Section 11.01 of the Agreement, the parties to the Agreement desire to extend the Scheduled
Purchase Expiration Date and to further amend the Agreement as set forth in this Amendment. 







 D.    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 CS Purchaser Group and to reduce the Commitment of CS CIB to zero and (ii) the members of
the CS Purchaser Group shall cease to be parties to the Agreement and the Fee Letter. 
 E.    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. 

a.    The definition of “Bank of America Spread” in Section 1.01 of the Agreement is
hereby amended and restated in its entirety to read as follows: 
 “Bank of America Spread” shall be equal to the Program
Rate for that portion of the Funded Amount held by Bank of America. 
 b.    The definitions of “CS
Alternate Rate”, “CS Purchaser Group” and “CS Spread” in Section 1.01 of the Agreement are hereby deleted in their entirety. 

c.    In furtherance of the termination of the members of the CS Purchaser Group as parties to the
Agreement, all other remaining references to “CS Alternate Rate”, “CS Purchaser Group” and “CS Spread” shall be deemed to 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. 
 d.    The
definition of “NYLIAC Spread” in Section 1.01 of the Agreement is hereby amended and restated in its entirety to read as follows: 

“NYLIAC Spread” shall be equal to the Program Rate for that portion of the Funded Amount held by NYLIAC. 

e.    The definition of “NY Life Spread” in Section 1.01 of the Agreement is hereby
amended and restated in its entirety to read as follows: 
 “NY Life Spread” shall be equal to the Program Rate for that
portion of the Funded Amount held by NY Life. 
 f.    The definition of “Optional Extension
Date” in Section 1.01 of the Agreement is hereby amended by deleting the words “six (6) months” where they appear in such definition and replacing them with the words “sixty (60) days”. 

g.    The definition of “Scheduled Purchase Expiration Date” in Section 1.01 of the
Agreement is hereby amended to replace the date “May 30, 2018” set forth therein with the date “December 20, 2018”. 

  
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 2.    Termination of CS 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 CS NYB, as Managing Agent for the CS Purchaser Group, the following amounts with respect to the Series 2012-VFN Note held by CS NYB on behalf of the CS Purchaser Group: 

Principal: $8,823,529.41 

Accrued Series 2012-VFN Monthly Interest: $32,467.65 

Accrued Non-Use Fees: $74,154.41 

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

c.    Cancellation of Series 2012-VFN Note. On the date hereof, CS NYB shall deliver the Series
2012-VFN Note held by the CS Purchaser Group to the Indenture Trustee for cancellation. 
 3.    Reduction in Maximum
Funded Amount. 
 a.    Upon the effectiveness of this Amendment, the Maximum Funded Amount shall be
reduced to $350,000,000. 
 b.    The parties agree to waive the requirement in
Section 2.05(a) of written notice at least five Business Days before such reduction is to take place. 

4.    Incremental Funding by the NY Life Purchaser Group, the NYLIAC Purchaser Group and the Bank of America Purchaser
Group. 
 a.    Incremental Funding. The Servicer hereby requests that (i) the NY Life
Purchaser Group fund an Incremental Funding on the date hereof in a principal amount of $1,512,605.04, (ii) the NYLIAC Purchaser Group fund an Incremental Funding on the date hereof in a principal amount of $2,268,907.56 and (iii) the Bank
of America Purchaser Group fund an Incremental Funding on the date hereof in a principal amount of $5,042,016.81. Such Incremental Funding shall be funded solely by the NY Life Purchaser Group, the NYLIAC Purchaser Group and the Bank of America
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.    Use of Proceeds of Incremental
Funding. 

  
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 (i)    On the date hereof the Transferor shall use the
proceeds of such Incremental Funding to reduce the portion of the Funded Amount held by the CS Purchaser Group to $0. 

(ii)    If the Transferor fails to use the proceeds of such Incremental Funding in accordance with
Section 4(b)(i) above, an Early Redemption Event shall be deemed to have occurred and, thereafter, any principal payment due to the Noteholders shall be applied (1) first, pro rata, in repayment of the Incremental Funded Amounts
funded by the NY Life Purchaser Group, the NYLIAC Purchaser Group and the Bank of America Purchaser Group under Section 4(a) above and (2) thereafter, in accordance with the Transaction Documents. 

c.    Consents. The parties hereto hereby consent to (i) the non-ratable Incremental Funding
to be funded by the NY Life Purchaser Group, the NYLIAC Purchaser Group and the Bank of America Purchaser Group as set forth in Section 4(a) above and (ii) the non-ratable reduction in the portion of the Funded Amount held by the CS
Purchaser Group as set forth in Section 2 above. 
 5.    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. 

6.    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. 
 7.    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) receipt by each Bank of America, NY Life and NYLIAC of the
applicable amendment fee pursuant to and in accordance with the Sixth Amended and Restated Fee Letter, dated as of the date hereof and (iii) receipt by CS NYB of the amounts set forth in Section 2(a) above. 

8.    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. 

  
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 9.    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. 

10.    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/ Anthony Aiello
	Name:	 	Anthony Aiello
	Title:	 	Vice President and Treasurer
	
	NAVISTAR FINANCIAL CORPORATION,
	as the Servicer
		
	By:	 	/s/ Anthony Aiello
	Name:	 	Anthony Aiello
	Title:	 	Vice President and Treasurer

 [signatures continue on the following page] 

  
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NAVMOT II Series 2012-VFN 

Amendment No. 10 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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NAVMOT II Series 2012-VFN 

Amendment No. 10 to Note Purchase Agreement 









			
	NEW YORK LIFE INSURANCE COMPANY,
	as the Managing Agent
	for the NY Life Purchaser Group
		
	By:	 	/s/ Scott R. Seewald
	Name:	 	Scott R. Seewald
	Title:	 	Vice President

  

			
	NEW YORK LIFE INSURANCE COMPANY,
	as the Committed Purchaser
	for the NY Life Purchaser Group
		
	By:	 	/s/ Scott R. Seewald
	Name:	 	Scott R. Seewald
	Title:	 	Vice President

 [signatures continue on the following page] 

  
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NAVMOT II Series 2012-VFN 

Amendment No. 10 to Note Purchase Agreement 









			
	NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION,
	as the Managing Agent
	for the NYLIAC Purchaser Group
		
	By:	 	NYL INVESTORS LLC, its Investment Manager
		
	By:	 	/s/ Scott R. Seewald
	Name:	 	Scott R. Seewald
	Title:	 	Managing Director

  

			
	NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION,
	as the Committed Purchaser
	for the NYLIAC Purchaser Group
		
	By:	 	NYL INVESTORS LLC, its Investment Manager
		
	By:	 	/s/ Scott R. Seewald
	Name:	 	Scott R. Seewald
	Title:	 	Managing Director

 [signatures continue on the following page] 

  
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NAVMOT II Series 2012-VFN 

Amendment No. 10 to Note Purchase Agreement 








  

									
	CREDIT SUISSE AG, NEW YORK BRANCH,	 		 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
	as the Managing Agent	 		 	as the Committed Purchaser
	for the CS Purchaser Group	 		 	for the CS Purchaser Group
					
	By:	 	/s/ Patrick Duggan	 		 	By:	 	/s/ Patrick Duggan
	Name:	 	Patrick Duggan	 		 	Name:	 	Patrick Duggan
	Title:	 	Associate	 		 	Title:	 	Authorized Signatory
					
	By:	 	/s/ Michael Eaton	 		 	By:	 	/s/ Michael Eaton
	Name:	 	Michael Eaton	 		 	Name:	 	Michael Eaton
	Title:	 	Associate	 		 	Title:	 	Authorized Signatory

  

									
	ALPINE SECURITIZATION LTD.,	 		 	
	as a Conduit Purchaser	 		 	
	for the CS Purchaser Group	 		 	
					
	By:	 	 Credit Suisse AG, New York Branch,
 as its
administrative agent
	 		 		 	
					
	By:	 	/s/ Patrick Duggan	 		 		 	
	Name:	 	Patrick Duggan	 		 		 	
	Title:	 	Associate	 		 		 	
					
	By:	 	/s/ Michael Eaton	 		 		 	
	Name:	 	Michael Eaton	 		 		 	
	Title:	 	Associate	 		 		 	

  

  
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NAVMOT II Series 2012-VFN 

Amendment No. 10 to Note Purchase Agreement