exhibit10_132.htm


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Execution
      Copy

     

    AMENDMENT
      TO

    AMENDED
      AND RESTATED

    CERTIFICATE
      PURCHASE AGREEMENT

     

    THIS
      AMENDMENT TO AMENDED AND RESTATED CERTIFICATE PURCHASE AGREEMENT (this "Amendment") dated
      as
      of October 31, 2006, 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.  Such
      parties desire to modify the definition of Maximum Funded Amount set forth
      in
      Section 1.01 of the Agreement.

     

    D.  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 to the following amendments to the Agreement:

     

    (i
      )  The
      definition of "Maximum Funded Amount" contained in Section 1.01 of the Agreement
      is hereby amended by replacing the amount "$600,000,000" contained therein
      with
      the amount "$800,000,000"; and

     

    (ii)  the
      Purchaser Percentage and Commitment for the Committed Purchasers are amended
      and
      restated to read as set forth on the signature pages to this
      Amendment.

     

    2.             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.


    
      
        
        

      

      
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    3.  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.

     

    4.  Conditions
      Precedent.
      The effectiveness of this Amendment is subject to the conditions precedent
      that
      the Seller shall have furnished to the Administrative Agent and the Managing
      Agent such information, certificates and documents as the Administrative Agent
      and the Managing Agents may reasonably requests.

     

    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
      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/  KRISTIN L.
        MORAN

      Name:         
        Kristin L. Moran

      Title:           
        V.P. and General Counsel

       

      NAVISTAR
        FINANCIAL CORPORATION

      as
        Servicer

       

      By:      
        /s/  KRISTIN L.
        MORAN

      Name:       
        Kristin L. Moran

      Title:        
         V.P. and General Counsel

       

       

      KITTY
        HAWK FUNDING CORPORATION,

      as
        a
        Conduit Purchaser for the KHFC 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:  50.00%

      Comittment : 
$400,000,000

       

      
        
          
          

        

        
          E-291

          
            

          

        

        
          
          

        

      

       

      THE
        BANK
        OF NOVA SCOTIA,

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

       

      By:    
        /s/  J. ALAN
        EDWARDS

      Name:     
         J. Alan Edwards

      Title:         Managing
        Director

      Purchaser
        Percentage:  50.00%

      Commitment:  $400,000,000

       

      LIBERTY
        STREET FUNDING CORP.

      as
        a
        Conduit Purchaser for the Liberty Street Purchaser Group

       

      By:     /s/ 
        BERNARD J.
        ANGELO

      Name:       Bernard
        J. Angelo

      Title:         Vice
        President

    

    
      
        
        

      

      
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