exhibit10_133.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 March 24, 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.  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, among other things, 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 and the fiscal quarter ended
      January 2006 (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.            Amendment
      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:

     

    (c)
      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 


    
      
        
        

      

      
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     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 year 2005 and for the
      first quarter of fiscal 2006 until the earlier to occur of May 31, 2006 and
      five
      (5) Business Days after the filing thereof with the SEC;

     

    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(1) 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, of any financial statements of NFC or any of
      its
      affiliates for any period ending on or before July 31, 2005, 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 pursuant to, Section 3.06(a) and (b) of the Pooling and Servicing
      Agreement (as defined in the Agreement) by April 15, 2006; provided that such
      reports shall be delivered on or before May 31, 2006. 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 or NFC's failure to deliver the reports referred to in the
      immediately preceding sentence on or before May 31, 2006.

     

    3.  Extension.
      The
      Purchase Expiration Date is extended to May 26, 2006, 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.  Counterparts.
      This
      Amendment may he 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.

     

    7.  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.

     

    8.  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:           Vice
      President & General Counsel

     

    NAVISTAR
      FINANCIAL CORPORATION,

    as
      Servicer


     

    By:    
      /s/ 
      JUSTIN J.
      SCHEUCHENZUBER

    Name:       Justin
      J. Scheuchenzuber

    Title:   
          V.P. Field Operations


     

     

    KITTY
      HAWK FUNDING CORPORATION,

    as
      a
      Conduit Purchaser for the KHFC Purchaser Group


     

    By
      :     /s/ 
      JILL A.
      GORDON

    Name:       
      Jill A. Gordon

    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


    
      
        
        

      

      
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    THE
      BANK
      OF NOVA SCOTIA

    as
      a
      Committed Purchaser and Managing Agent 

    for
      the
      Liberty Street Purchaser Group

     

    By:     
      /s/    NORMAN
      LAST

    Name:          Norman
      Last

    Title:            Managing
      Director

     

     

    LIBERTY
      STREET FUNDING CORP.

    as
      Conduit Purchaser for the Liberty Street Purchaser Group

     

    By:    
      /s/     BERNARD
      J.
      ANGELO

    Name:          Bernard
      J. Angelo

    Title:            Vice
      President

     

    
      
        
        

      

      
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