exhibit10_111.htm


    EXECUTION
      COPY

    AMENDMENT,
      WAIVER AND EXTENSION TO

    AMENDED
      AND RESTATED

    CERTIFICATE
      PURCHASE AGREEMENT

     

    THIS
      AMENDMENT, WAIVER AND EXTENSION TO AMENDED AND RESTATED CERTIFICATE PURCHASE
      AGREEMENT (this "Amendment") dated
      as
      of January 31, 2007, is entered into among Navistar Financial Securities
      Corporation (the "Seller"),
      Navistar Financial
      Corporation ("Servicer"), Kitty
      Hawk Funding Corporation, ("KHFC"), as a
      Conduit
      Purchaser, Liberty Street Funding Corp. ("Liberty Street"), as
      a Conduit Purchaser, The Bank of Nova Scotia ("BNS"), as a Managing Agent and
      a
      Committed Purchaser, and Bank of America, National Association ("Bank of America"), as
      a Managing Agent, the Administrative Agent and a Committed
      Purchaser.

     

    RECITALS

     

    A.  The
      Seller, the Servicer, KHFC, Liberty Street, BNS and Bank of America are parties
      to that certain Amended and Restated Certificate Purchase Agreement, dated
      as of
      December 27, 2004 (as amended, supplemented or otherwise modified through the
      date hereof, the "Agreement").

     

    B.  Such
      parties desire to amend the Agreement as hereafter set forth.

     

    C.  Prior
      to
      giving effect to the amendment to Section 7A.01(c) of the Agreement set forth
      in
Section 1
      below, Section 7A.01 of the Agreement required that NFC furnish to the
      Administrative Agent as soon as available and in any event within 45 days after
      the end of each of the first three fiscal quarters of any fiscal year and 120
      days after the end of the last fiscal quarter of any fiscal year, copies of
      the
      interim or annual, as applicable, financial statements of NFC, prepared in
      conformity with generally accepted accounting principles consistently applied.
      NFC has requested a waiver of any Default (defined below) arising from its
      failure to deliver copies of the annual and interim financial statements of
      the
      fiscal year ending October 2005, the fiscal quarters ending January 31, April
      30
      and July 31 of 2006, the fiscal year ending October 2006, and the fiscal
      quarters ending January 31, April 30 and July 31, 2007 on a timely basis (such
      failure, the "Reporting Default").
      The parties hereto hereby agrees to waive the occurrence of any Default to
      the
      extent described below.

     

    D.  Such
      parties desire to modify the Purchase Expiration Date under (and as defined
      in)
      the Agreement in accordance with Section 2.04 of the Agreement.

     

    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. By their signatures hereto, each of the parties hereto hereby
      agrees that the Agreement is hereby amended by amending and restating Section
      7A.01(c) of the Agreement in its entirety to read as follows:


    
      
        
        

      

      
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    (c)
      (1)
      as soon as available and in any event within (i) 45 days after the end of each
      of the first three fiscal quarters of any fiscal year and (ii) 120 days after
      the end of the last fiscal quarter of any fiscal year, copies of the interim
      or
      annual, as applicable, financial statements of NFC, prepared in conformity
      with
      generally accepted accounting principles consistently applied; provided, however
      that NFC shall not be required to deliver its financial statements for fiscal
      years 2005 and 2006 and for the fiscal quarters ending January 31, April 30
      and
      July 31 of 2006 and for the fiscal quarters ending January 31, April 30 and
      July
      31 of 2007 until the earlier to occur of October 31, 2007 and five (5) Business
      Days after the filing thereof with the SEC and (2) as soon as available and
      in
      any event within 30 days after the end of each month, the monthly management
      financial reports required to be delivered pursuant to the Amended and Restated
      Credit Agreement dated as of July 1, 2005, and the Third Waiver and Consent,
      dated as of November 20, 2006, among the Servicer, Bank of America, and BNS,
      among others; provided, however, that such reporting shall not be required
      so
      long as the Servicer's parent has filed all reports with the Securities and
      Exchange Commission required pursuant to Section 13 of the Exchange
      Act.

     

    2.            Waiver.
      By their
      signatures hereto, each of the parties hereto waives any condition or covenant
      that has not been satisfied, the breach of any representation or warranty made
      or deemed made, and any occurrence of an Early Amortization Event, event of
      default, event of termination or similar event (in each case, with respect
      to
      all of the foregoing, whether such event is matured or unmatured and
      collectively referred to herein as a "Default"), under
      the
      Agreement, solely to the extent such Default was caused directly by or resulted
      directly from (a) the Reporting Default, (b) a breach of any representation
      or
      warranty in Section 5.01(l) or 5.02(j) of the Agreement resulting from or
      arising out of any restatement, in connection with the audit conducted for
      the
      fiscal year ended October 2005, or October 31, 2006, of any financial statements
      of NFC or any of its affiliates for any period ending on or before the
      expiration of the waiver contemplated herein, or any reports, financial
      statements, certificates or other information containing similar or derived
      information therefrom with respect to such periods or (c) the failure of NFC,
      as
      Servicer, to deliver the reports contemplated by, and due on or about April
      15,
      2006 and to be due April 15, 2007 pursuant to, Section 3.06(a) and (b) of the
      Pooling and Servicing Agreement (as defined in the Agreement) by April 15,
      2006
      and April 15, 2007, respectively, provided that each such report shall be
      delivered on or before October 31, 2007. Each party (other than NFC and the
      Seller) hereto hereby expressly reserves, and nothing herein shall be construed
      as a waiver of NFC's failure to comply with Section 7A.01(c), as amended hereby,
      any Event of Default (as defined in the Pooling and Servicing Agreement)
      occurring as a result of the failure referred to in clause (c) without the
      consent of, or at the direction of, KHFC, Liberty Street, BNS or Bank of
      America, or NFC's failure to deliver the reports referred to in the immediately
      preceding sentence on or before the earlier of (i ) five (5) Business Days
      after
      the filing thereof with the SEC and (ii) October 31, 2007.


    
      
        
        

      

      
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    3.   Extension.
      The
      Purchase Expiration Date is extended to January 30, 2008, or, if earlier, the
      date specified in clause (ii) of the definition of Purchase Expiration Date
      in
      the Agreement as originally executed.

     

    4.  Representations
      and
      Warranties. The Seller hereby represents and warrants to KHFC, Liberty
      Street, BNS and Bank of America that, after giving effect to this Amendment,
      no
      Early Amortization Event has occurred and is now continuing, and NFC hereby
      represents and warrants that, after giving effect to this Amendment, no Early
      Amortization Event or Servicer Termination Event has occurred and is now
      continuing.

     

    5.  Effect
      of Amendment.
      All provisions of the Agreement, as extended 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 extended 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.

     

    6.  Conditions
      Precedent.
      The effectiveness of this Amendment is subject to the receipt of each fee
      specified in the fee letter, dated as of the date hereof, and the effectiveness
      of the extension of the Purchase Expiration Date set forth in Section 3 hereof
      is subject to the receipt by each Managing Agent no later than February 15,
      2007
      (or such later date as each Managing Agent shall have agreed in writing) of
      the
      agreed upon procedures report of KPMG LLP, dated not earlier than the date
      hereof, and if such report shall not be reasonably acceptable to each Managing
      Agent, no later than March 15, 2007 (or such later date as each Managing Agent
      shall have agreed in writing), a revised agreed upon procedures report of KPMG
      LLP, dated not earlier than the date hereof, reasonably acceptable to each
      Managing Agent.

     

    7.  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.

     

    8.  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.

     

    9. 
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
      on next 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
                Seller

               

              By:     
                /s/ JOHN V.
                MULVANEY, SR.

              Name:       John
                V. Mulvaney, Sr.

              Title:         V.P,
                CFO & Treasurer

               

            
	
              NAVISTAR
                FINANCIAL CORPORATION, as
                Servicer

               

              By:    
                /s/ JOHN V.
                MULVANEY, SR.

              Name:      John
                V. Mulvaney, Sr.

              Title:        V.P.,
                CFO & Treasurer

               

               

            
	
              KITTY
                HAWK FUNDING CORPORATION,

                  
                as a Conduit Purchaser for the KHRC Purchaser Group

               

              By:    
                /s/ AMY S.
                KEITH

              Name:     Amy
                S. Keith

              Title:       Vice
                President

               

               

            
	
              BANK
                OF AMERICA, NATIONAL ASSOCIATION,

                
                as Administrative Agent

               

              By:   
                 /s/  WILLEM VAN
                BEEK

              Name:       Willem
                Van Beek

              Title:         Principal

               

              BANK
                OF AMERICA, NATIONAL ASSOCIATION,

              as
                a Committed Purchaser and Managing Agent for the KHFC Purchaser
                Group

               

              By:    
                /s/  WILLEM VAN
                BEEK

              Name:       Willem
                Van Beek

              Title:          Principal

               

              Purchaser
                Percentage: 50%

              Commitment:
                $400,000,000

               

            


    

    
       

      
        
          
          

        

        
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      BANK
        OF
        NOVA SCOTIA,

      as
        Committed Purchaser and Managing Agent for the Liberty Street Purchaser
        Group

       

      By:   
        /s/  DARREN
        WARD

      Name:      Darren
        Ward

      Title:        Director

       

      Purchaser
        Percentage: 50%

      Commitment:
        $400,000,000

    

     

     

    
      LIBERTY
        STREET FUNDING CORP.

      as
        a
        Conduit Purchaser for the Liberty Street Purchaser Group

       

      By:     
        /s/ JILL A.
        GORDON

      Name:       Jill
        A. Gordon

      Title:         Vice
        President



    
      
        
        

      

      
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