Amended and Restated Security, Pledge and Trust Agreement



 Exhibit 10.4 
 FIRST AMENDMENT 
 First Amendment dated as of
December 16, 2009 (this “First Amendment”) relates to the Amended and Restated Security, Pledge and Trust Agreement dated as of July 1, 2005 (as modified or supplemented from time to time, the “Security Agreement”),
between Navistar Financial Corporation, a Delaware Corporation (“Navistar Financial”) and Deutsche Bank Trust Company Americas, a banking corporation duly organized and existing under the laws of the State of New York (the
“Trustee”), acting individually and as trustee for the holders of the Secured Obligations. 
 WITNESSETH 
 WHEREAS, Navistar Financial and Navistar Financial, S.A. De C.V., Sociedad Financiera De Objecto Multiple, Entidad No Regulada (together
with Navistar Financial, the “Borrowers”), the Lenders parties thereto, JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), Bank of America, N.A., as syndication agent, and The Bank of Nova Scotia, as
documentation agent, are entering into an Amended and Restated Credit Agreement (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “2009 Credit Agreement”) on the date hereof; 
 WHEREAS, pursuant to the 2009 Credit Agreement, the Lenders have severally agreed to make extensions of credit to the Borrowers upon the
terms and subject to the conditions set forth therein; 
 WHEREAS, the Required Secured Parties have consented to Navistar
Financial and the Trustee entering into this First Amendment; and 
 WHEREAS, in connection with, and as a condition to the
initial extensions of credit under the 2009 Credit Agreement, Navistar Financial has agreed to enter into this First Amendment; 
 NOW, THEREFORE, the parties hereto agree as follows: 
 Section 1. Capitalized terms used but not
defined herein have the meanings assigned to such terms in the Security Agreement or the 2009 Credit Agreement, as applicable. 
 Section 2. Amendments. 
 (a) The definition of “Credit Agreement” in Section 1.01
of the Security Agreement shall be amended in its entirety to read as follows: 
 “Credit Agreement”
means the Amended and Restated Credit Agreement, dated as of December 16, 2009 among Navistar Financial Corporation, a Delaware corporation and Navistar Financial, S.A. De C.V., Sociedad Financiera De Objecto Multiple, Entidad No Regulada, a
Mexican corporation, the Lenders parties thereto, JPMorgan Chase Bank, N.A. as administrative agent, Bank of America, N.A. as syndication agent, and The Bank of Nova Scotia, as documentation agent, as amended, supplemented or otherwise modified from
time to time. 







 (b) The definition of “International” in Section 1.01 of the Security
Agreement shall be amended in its entirety to read as follows: 
 “International” means Navistar Inc.
(formerly known as International Truck and Engine Corporation), a Delaware corporation. 
 (c) The definition of
“Receivable” in Section 1.01 of the Security Agreement shall be amended such that (i) the two references to “2004” shall be deleted and replaced with “2008” and (ii) the reference to
“Deloitte & Touche” shall be deleted and replaced with “KPMG”. 
 (d) The definition of
“Retail Receivables” in Section 1.01 of the Security Agreement shall be amended such that (i) the two references to “2004” shall be deleted and replaced with “2008” and (ii) the reference to
“Deloitte & Touche LLP” shall be deleted and replaced with “KPMG”. 
 (e) The definition of
“2004 Annual Report” in Section 1.01 of the Security Agreement shall be amended in its entirety to read as follows: 
 “2008 Annual Report” means Navistar Financial’s 2008 Annual Report on Form 10-K for the fiscal year ended October 31, 2008, in the form delivered to the Lenders prior to the date
hereof. 
 (f) The definition of “Wholesale Receivables” in Section 1.01 of the Security Agreement shall be
amended such that (i) the two references to “2004” shall be deleted and replaced with “2008” and (ii) the reference to “Deloitte & Touche LLP” shall be deleted and replaced with “KPMG”.

 (g) Section 1.01 of the Security Agreement shall be amended by inserting in appropriate alphabetical order: 

“KPMG” means KPMG LLP. 
 “Intercreditor Agreement” has the meaning specified in the Credit Agreement. 
 “Loan Documents” has the meaning specified in the Credit Agreement. 
 (h) Section 2.01 of the Security
Agreement is hereby amended by deleting the period at the end of the first sentence and adding the following proviso at the end of such sentence: 
 ; provided, further, that notwithstanding any of the other provisions set forth in this Section 2, this Agreement shall not constitute a grant of a security interest in the

  

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equity interests of Servicios Corporativos NFC, S.A. de C.V., a Mexican corporation (“Servicos”), or a pledge of such ownership interests, the certificates representing Navistar
Financial’s ownership interests in Servicios, to the extent held by the Trustee, shall be returned to Navistar Financial on or promptly following the date hereof. 
 (i) Section 2.07 of the Security Agreement shall be amended by adding thereto a new clause (c) reading in its entirety as follows: 
 (c) Navistar Financial shall not designate any proposed or existing Indebtedness or other obligations (other than any Secured
Interest Rate Agreement) as an Additional Secured Obligation for purposes hereof on or after December 16, 2009. 
 (k)
Section 4.07(a) of the Security Agreement shall be amended such that the reference to “Deloitte & Touche LLP” in the first sentence of the second to last paragraph in Section 4.07(a) shall be deleted and replaced with
“KPMG”. 
 (l) Section 4.13(b)(ii) of the Security Agreement shall be amended such that (i) the two
references to “2004” shall be deleted and replaced with “2008” and (ii) the reference to “Deloitte & Touche LLP” shall be deleted and replaced with “KPMG”. 
 (m) A new Section 7.14 shall be added to the Security Agreement: 
 SECTION 7.14. Intercreditor Agreement. The Trustee agrees to act as agent on behalf of the Administrative Agent and
the Lenders under the Intercreditor Agreement and to take such actions on the Administrative Agent’s and Lenders’ behalf and to exercise such powers as are delegated to it or at the written direction of the Administrative Agent (provided
that the Administrative Agent shall provide the Trustee with a Certificate setting forth the names of individuals and titles of officers authorized at such time to take specified actions pursuant to the Intercreditor Agreement) by the terms of the
Intercreditor Agreement, together with such actions and powers as are reasonably incidental thereto, it being understood that in so acting the Trustee shall be entitled to the protections and benefits of Article VII. 
 (n) A new Section 9.11 shall be added to the Security Agreement: 
 SECTION 9.11. Notwithstanding anything to the contrary contained in this Agreement, the Liens, security interests and rights
granted pursuant to this Agreement or any other Loan Document shall be as set forth in, and subject to the terms and conditions of (and the exercise of any right or remedy by the Administrative Agent (or by the Trustee on behalf of the
Administrative Agent) hereunder or thereunder shall be subject to the terms and conditions of), the Intercreditor Agreement. In the event of any conflict between this Agreement or any other Loan Document and the Intercreditor Agreement, the
Intercreditor Agreement shall control, and no right, power, or remedy granted to the

  

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Administrative Agent (or by the Trustee on behalf of the Administrative Agent) hereunder or under any other Loan Document shall be exercised by the Administrative Agent (or by the Trustee on
behalf of the Administrative Agent), and no direction shall be given by the Administrative Agent (or by the Trustee on behalf of the Administrative Agent) in contravention of the Intercreditor Agreement. 
 Section 3. Effectiveness. This First Amendment shall become effective upon (i) its execution and delivery by
Navistar Financial and the Trustee and (ii) the 2009 Credit Agreement becoming effective in accordance with its terms. 
 Section 4. Representations and Warranties. Navistar Financial hereby represents and warrants that each of the representations and warranties contained in Article III of the Security Agreement shall be, after giving effect
to this First Amendment, true and correct in all material respects as if made on and as of the Effective Date (unless such representations and warranties are stated to relate to a specific earlier date, in which case, such representations and
warranties shall be true and correct in all material respects as of such earlier date). 
 Section 5. Continuing
Effect of Operative Documents. Except as expressly set forth herein, this First Amendment shall not constitute an amendment or waiver of any provision of the Security Agreement not expressly referred to herein and shall not be construed as a
waiver or consent to any further or future action on the part of any Secured Party that would require a waiver or consent. Except as expressly amended, modified and supplemented hereby, the provisions of the Security Agreement are and shall remain
in full force and effect in accordance with its terms. 
 Navistar Financial shall provide complete and updated schedules to the
Security Agreement, including: Schedule A - Permitted Receivables Sale Agreements, Schedule B - List of Collection Banks, Lock-boxes, Suspense Accounts and Collection Accounts, Schedule C - List of Proceeds Account Banks and Proceeds Deposit
Accounts, Schedule D - Subsidiaries and Capitalization and Schedule E - Instruments as of recent date. Such Schedules shall replace the existing Schedules A-E in their respective entireties. 
 Section 6. Governing Law. THIS FIRST AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.  
 [Signature Pages Follow] 
  

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 IN WITNESS WHEREOF, the parties hereto have signed this First Amendment as of the date first
above written. 
  

			
	NAVISTAR FINANCIAL CORPORATION
		
	By	 	     /s/ Bill McMenamin

	    Title: Vice President, CFO & Treasurer
	 425 N. Martingale Road
 Schaumburg, IL 60173
 Telecopy number: (630) 753-4420
 Attention: Treasurer

	
	 Copies of notices should be sent to each of the following:
 Navistar Financial Corporation
 425 N. Martingale Road
 Schaumburg, IL 60173
 Telecopy number: (708)
734-4090
 Attention: General Counsel

	
	 Navistar Inc.
 4201
Winfield Road
 Warrenville, IL 60555-4025
 Telecopy number:
 Attention: Treasurer



 [Signature Page to Security Agreement First Amendment] 








			
	DEUTSCHE BANK TRUST COMPANY AMERICAS
	
	By Deutsche Bank National Trust Company
		
	By	 	     /s/ Irina Golovashchuk

	    Title: Assistant Vice President
		
	By	 	     /s/ Kenneth Ring

	    Title: Vice President
	
	 Deutsche Bank Trust Company Americas
 Trust & Security Services
 60 Wall Street
 New York, NY 10005
 Telecopy number: 732-578-4695

 Attention: Irina Golovashchuk
  
 Copies of notices should be sent to the following:
  
 Deutsche Bank National Trust Company
 Global
Transaction Banking
 Trust & Securities Services
 100 Plaza One, 6th Floor - MS 0699
 Jersey City , NJ 07311-3901
 Telecopy number: 732-578-4635



 [Signature Page to Security Agreement First Amendment] 








			
	Acknowledged and Consented to by:
	
	 JPMORGAN CHASE BANK, N.A., as
 Administrative Agent on behalf of Required
 Secured Parties under Section 9.03(a) of
the
 Security Agreement

		
	By:	 	     Richard W. Duker

	    Title: Managing Director


 [Signature Page to Security Agreement First Amendment] 







 SCHEDULE A 
 PERMITTED RECEIVABLES SALE AGREEMENTS 
 Dealer Note Master Trust

 1. Purchase Agreement, dated June 8, 1995, by and between NFC and NFSC. 
 2. Series 2000-VFC Supplement to Pooling and Servicing Agreement, dated as of January 28, 2000, as amended, among NFC, NFSC and the Dealer Note Trust
Trustee. 
 Dealer Note Master Owner Trust 
 3. Series 2004-1 Indenture Supplement dated as of June 10, 2004 to Indenture dated as of June 10, 2004. 
 4. Series 2005-1 Indenture Supplement dated as of February 28, 2005 to Indenture dated as of June 10, 2004. 
 5. Series 2009-1 Indenture Supplement dated as of November 10, 2009 to Indenture dated as of June 10, 2004. 
 Jupiter Securitization Corporation 
 6. Receivable Sales Agreement dated as of April 8,
2004, as amended, between Navistar Financial Corporation, as Transferor, and Truck Retail Accounts Corporation, as Transferee. 
 TRIP Retail
Warehousing Facility 
 7. Receivables Purchase Agreement, dated as of October 16, 2000, between TRIP and NFC. 
 8. Series 2005-1 Supplement dated as of June 29, 2005 to Indenture dated as of October 16, 2000 between TRIP and the Bank of New York. 

RBC Conduit – Thunder Bay Funding, LLC 
 9. Receivables Purchase Agreement dated as of April 29, 2005 between NFC and Navistar Financial Retail Receivables Corporation (“NFRRC”). 
 2005-A Owner Trust 
 10. The Purchase Agreement, dated as of July 27, 2005, between NFC
and NFRRC. 
 2006-BOA Owner Trust 
 11. The Purchase Agreement, dated as of February 27, 2006, between NFC and NFRRC. 







 2006-ARC Owner Trust 
 12. The Purchase Agreement, dated as of September 1, 2006, between NFC and NFRRC. 
 2006-RBC Owner Trust 
 13. The Purchase Agreement, dated as of October 20, 2006, between NFC and NFRRC. 
 2007-JPM Owner Trust 
 14. The Purchase
Agreement, dated as of February 16, 2007, between NFC and NFRRC. 
 2007-BNS Owner Trust 
 15. The Purchase Agreement, dated as of June 22, 2007, between NFC and NFRRC. 
 2007-C Owner Trust 
 16. The Purchase Agreement, dated as of November 28, 2007, between
NFC and NFRRC. 
 2008-A Owner Trust 
 17. The Purchase Agreement, dated as of April 25, 2008, between NFC and NFRRC. 
 2008-B Owner Trust 
 18. The Purchase Agreement, dated as of July 28, 2008, between NFC and NFRRC. 
 2009-A Owner Trust 
 19. The Purchase Agreement, dated as of April 30, 2009, between
NFC and NFRRC. 
 ITLC Lease Purchase Agreement 
 20. ITLC Lease Purchase Agreement, dated as of June 30, 2004, between NFC and International Truck Leasing Corp. 
 TRIP Note Sale Agreement 
 21. Note Sale Agreement, dated as of the date hereof, between NFC
and Navistar Financial Asset Sales Corp. 







 SCHEDULE B 
 LIST OF COLLECTION BANKS, LOCK-BOXES, 
 SUSPENSE
ACCOUNTS AND COLLECTION ACCOUNTS 
  

							
	 COLLECTION BANK
 AND ADDRESS
	  	 LOCK-BOXES
	  	 SUSPENSE
 ACCOUNTS
	  	 COLLECTION
 ACCOUNTS

	 Bank of America Corporation
 231 S. LaSalle Street
 Chicago, IL 60697
	  	No. ***54	  	 Harco Leasing Account
 No.
******1208
	  	
		  	No. ***70	  	 Retail Suspense Account
 No.
******2116
	  	
		  	No. ***38	  	 Wholesale Suspense
 No.
******2119
	  	
		  	No. ***92	  	 TRACI
 Account No. ******4225

	  	 Dealer ACH Receipts
 Acct. No.
******9140

				
	 The Northern Trust Company
 125
South Wacker Drive
 Chicago, IL 60675
	  	No. **52	  	 Retail Deposit Account
 No.
***14
	  	 Retail Deposit Account
 No.
***14

		  	No. **52	  		  	
		  	No. **54	  		  	
		  	No. **55	  		  	








 SCHEDULE C 
 LIST OF PROCEEDS 
 ACCOUNT BANKS AND PROCEEDS DEPOSIT
ACCOUNTS 
  

			
	 PROCEEDS ACCOUNT BANK AND ADDRESS
	 	 PROCEEDS
 DEPOSIT ACCOUNT

		
	 JPMorgan Chase Bank, N.A.
	 	No. *****70-53
	 140 E. 45th Street
	 	
	 New York, NY 10017
	 	








 SCHEDULE D 
 SUBSIDIARIES AND CAPITALIZATION 
  

								
	 Subsidiary
	  	 Outstanding share
 information
	  	 Percent Pledged
	 
	 1.
	 	 Navistar Financial Retail Receivables Corporation, a Delaware corporation
	  	1,000 shares of common stock, par value $1.00 per share	  	100	% 
				
	 2.
	 	 Navistar Financial Securities Corporation, a Delaware corporation
	  	1,000 shares of common stock, par value $1.00 per share	  	100	% 
				
	 3.
	 	 Navistar Leasing Services Corporation, a Delaware corporation
	  	13,618 shares of common stock, par value $1.00 per share	  	100	% 
				
	 4.
	 	 Truck Retail Instalment Paper Corp., a Delaware corporation
	  	2,000 shares of common stock, par value $1.00 per share	  	100	% 
				
	 5.
	 	 Navistar Leasing Company, a Delaware statutory trust
	  	N/A	  	N/A	  
				
	 6.
	 	 Truck Engine Receivables Financing Co., a Delaware corporation
	  	1,000 shares of common stock, par value $0.01 per share	  	100	% 
				
	 7.
	 	 Truck Retail Accounts Corporation, a Delaware corporation
	  	1,000 shares of common stock, par value $0.01 per share	  	100	% 
				
	 8.
	 	 International Truck Leasing Corp., a Delaware corporation
	  	1,000 shares of common stock, par value $0.01 per share	  	100	% 
				
	 9.
	 	 Servicios Corporativos NFC, S.A. de C.V., a Mexican corporation
	  	 999 shares of Class I stock, par value $50.00 pesos per share;
 28,512 shares of Class II stock, par value $50.00 pesos per share
	  	65	% 

 Stock Certificates 
 Schedule E is hereby incorporated by reference. 







 SCHEDULE E 
 INSTRUMENTS 
  

	A.	Subsidiary Notes  

 Please see
attached Exhibit E. 
  

	B.	Other Instruments  

 Please see
attached Exhibit E.