exhibit10_1.htm


    LENDER
      CONSENT LETTER

    


    NAVISTAR
      FINANCIAL CORPORATION

    ARRENDADORA
      FINANCIERA NAVISTAR, S.A. DE C.V., SOFOM, E.N.R.

    NAVISTAR
      FINANCIAL, S.A. DE C.V., SOFOM, E.N.R.

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

    


    AMENDED
      AND RESTATED CREDIT AGREEMENT DATED AS OF JULY 1, 2005

    


    


    To:           JPMorgan
      Chase Bank, N.A., 

                   
      as Administrative Agent

    270
      Park
      Avenue

    New
      York,
      New York 10017

    


    


    Ladies
      and Gentlemen:

    


    Reference
      is made 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., SOFOM,
      E.N.R., a Mexican corporation, NAVISTAR FINANCIAL,
      S.A. DE C.V.,
      SOFOM, E.N.R., 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”).

    


    The
      Borrowers have requested a waiver with respect to the Credit Agreement on the
      terms described in the Fifth Waiver in the form attached hereto as Exhibit
      A
      (the “Waiver”).

    


    Pursuant
      to Section 12.02 of the Credit Agreement, the undersigned Lender hereby consents
      to the execution by the Administrative Agent of the Waiver.

    


    Very
      truly yours,

    


    


    _____________________________________________________

    (NAME
      OF
      LENDER)

    


    


    By___________________________________________________

    Name:

    Title:

    Dated
      as
      of November 28, 2007



     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    FIFTH
      WAIVER

     

    FIFTH
      WAIVER, dated as of November 28, 2007 (this “Waiver”), 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 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 Waiver, 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 Waiver, “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 Waiver, 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. Waivers.
      The Lenders
      hereby waive, until the earlier of (i) November 30, 2008 and (ii) the date
      on
      which the US Borrower and the Parent each shall have timely filed a report
      on
      Form 10-K or 10-Q after the date hereof with the Securities and Exchange
      Commission pursuant to Sections 13 and 15 of the Securities Exchange Act of
      1934, as amended (the “Exchange Act”), 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, July 31, 2007, January 31, 2008, April 30, 2008 and July 31, 2008
      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 years
      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.

     

    3. 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
      November 30, 2008 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.

     

    4. 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 Waiver, until the expiration of the waiver
      provided in Section 2 (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 or then current 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, July 31, 2007, January 31, 2008, April 30, 2008 and July 31, 2008 (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 or then current 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, or then current, 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 or then current 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 or then current 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 or then current
      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
      or
      then current 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.

     

    (ii)  The
      US Borrower agrees that each Applicable Rate for Revolving Loans and Tranche
      A
      Term Loans (but not for the facility fee) in Levels 4 and 5 in the definition
      of
“Applicable Rate” in Section 1.01 of the Credit Agreement (including as
      applicable to Letters of Credit) shall be increased by 0.25% per annum for
      the
      period from the Effective Date (as defined in Section 5 below) to and including
      the last day of the Waiver Period.

     

    (iii)  The
      US Borrower agrees that each Applicable Rate for Revolving Loans and Tranche
      A
      Term Loans (but not for the facility fee) in Levels 4 and 5 in the definition
      of
“Applicable Rate” in Section 1.01 of the Credit Agreement (including as
      applicable to Letters of Credit) shall be increased by 0.25% per annum (in
      addition to the increase under paragraph (ii) of this Section 4) in the event
      that the Parent or the US Borrower, as required under the Credit Agreement,
      fails to file and deliver by March 31, 2008 the report on Form 10-K and
      financial statements for fiscal year ended October 31, 2007, and such increase
      shall remain in effect to and including the last day of the Waiver
      Period.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

    (b)           authorization
      to David Zabell at Simpson Thacher & Bartlett LLP (dzabell@stblaw.com)to
      release Lender Consent Letter with respect to this Waiver from each Lender
      that
      executes and delivers a Lender Consent Letter with respect to this Waiver and
      the Required Lenders have released such Lender Consent Letters with respect
      to
      this Waiver; and

     

    (c)           for
      the account of each Lender that
      executes and delivers a Lender Consent Letter with respect to this Waiver on
      or
      before 5 p.m., Eastern time, on November 28, 2007, an amendment fee equal to
      0.10% of the sum of the outstanding principal amount of such Lender’s Tranche A
      Term Loans and its US Revolving Commitment.

    6. Representations
      and
      Warranties.  On and as of the date hereof and after giving
      effect to this Waiver, 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.

     

    7. 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 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.

     

    8. 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 Waiver, including, without limitation, the
      reasonable fees and disbursements of counsel to the Administrative
      Agent.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    9. Counterparts.  This
      Waiver may be executed by one or more of the parties to this Waiver 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 Waiver signed by the parties
      hereto shall be delivered to the Borrowers and the Administrative
      Agent.  The execution and delivery of this Waiver 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.

     

    10. GOVERNING
      LAW.  THIS WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
      UNDER THIS WAIVER 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 Waiver 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 & Treasurer

    

     

     

    ARRENDADORA
      FINANCIERA NAVISTAR, S.A. DE C.V., SOFOM, E.N.R.

     

    
      By:   
         /s/  JOSE CHACON

      Name:     
        Jose Chacon

      Title:       
        Atorney-in-fact

       

    

    NAVISTAR
      FINANCIAL, S.A. DE C.V., SOFOM, E.N.R.

     

    
      By:   
         /s/  JOSE CHACON

      Name:     
        Jose Chacon

      Title:       
        Atorney-in-fact

    

     

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

     

    
      By:   
         /s/  JOSE CHACON

      Name:     
        Jose Chacon

      Title:       
        Atorney-in-fact

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    JPMORGAN
      CHASE BANK, N.A. as Administrative Agent

                                                                                                  
      

                                                                                                   
      By:     /s/  RICHARD DUKER

                                                                                                   
      Name:     
      Richard Duker

                                                                                                   
      Title:        Managing
      Director