EX-10.1



 Exhibit 10.1 

EXECUTION COPY 

AMENDMENT NO. 7 
 TO

 NOTE PURCHASE AGREEMENT 
 THIS
AMENDMENT NO. 7 TO NOTE PURCHASE AGREEMENT (this “Amendment”) dated as of May 27, 2016, 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 Corp. (“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 and Amendment No. 6 to Note Purchase Agreement dated as of February 24,
2016, the “Agreement”). 
 B. Pursuant to Section 11.01 of the Agreement, the parties to the Agreement desire
to extend the Scheduled Purchase Expiration Date by amending the Agreement as hereafter set forth. 
 C. NOW THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 
 1. Amendment to
Agreement. The definition of “Scheduled Purchase Expiration Date” in Section 1.01 of the Agreement is hereby amended to replace the date “October 28, 2016” set forth therein with the date “May 27, 2017”.

 2. 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. 







 3. 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. 
 4. 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 and (ii) receipt by each Bank of America, NY Life, NYLIAC and CS CIB of
the applicable amendment fee pursuant to and in accordance with the Fee Letter, dated as of the date hereof. 
 5. 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.

 6. 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. 
 7. 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. 7 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. 7 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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Amendment No. 7 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

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Amendment No. 7 to Note Purchase Agreement 









									
	CREDIT SUISSE AG,	 		 	CREDIT SUISSE AG,
	NEW YORK BRANCH,	 		 	CAYMAN ISLANDS BRANCH,
	as the Managing Agent	 		 	as the Committed Purchaser
	for the CS Purchaser Group	 		 	for the CS Purchaser Group
					
	By:	 	 /s/ Jason Muncy
	 		 	By:	 	 /s/ Jason Muncy

	Name:	 	Jason Muncy	 		 	Name:	 	Jason Muncy
	Title:	 	Vice President	 		 	Title:	 	Authorized Signatory
					
	By:	 	 /s/ Erin McCutcheon
	 		 	By:	 	 /s/ Erin McCutcheon

	Name:	 	Erin McCutcheon	 		 	Name:	 	Erin McCutcheon
	Title:	 	President	 		 	Title:	 	Authorized Signatory
				
	 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/ Jason Muncy
	 		 		 	
	Name:	 	Jason Muncy	 		 		 	
	Title:	 	Vice President	 		 		 	
					
	By:	 	 /s/ Erin McCutcheon
	 		 		 	
	Name:	 	Erin McCutcheon	 		 		 	
	Title:	 	Vice President	 		 		 	


  
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Amendment No. 7 to Note Purchase Agreement