exhibit10_109.htm


    EXTENSION
      TO AMENDED AND
      RESTATED

    CERTIFICATE
      PURCHASE
      AGREEMENT

     

    THIS
      EXTENSION TO AMENDED AND RESTATED CERTIFICATE PURCHASE AGREEMENT (this
      "Extension") dated as of December 19, 2005, is entered into among Navistar
      Financial Securities Corporation (the "Seller"), Navistar Financial Corporation
      ("Servicer"), Kitty Hawk Funding Corporation, ("KFFC"), 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 modify the Purchase Expiration Date under (and as defined
      in)
      the Agreement in accordance with Section 2.04 of the Agreement.

     

    C.  NOW
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the parties agree as follows:

     

    1.  Extension.
      The
      Purchase Expiration Date is extended to March 26, 2006, or, if earlier, the
      date
      specified in clause (ii) of the definition of Purchase Expiration Date in the
      Agreement as originally executed.

     

    2.  Effect
      of Extension.
      All provisions of the Agreement, as extended by this Extension, remain in full
      force and effect.
      After
      this Extension 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 Extension. This Extension shall not be
      deemed to expressly or impliedly waive, amend or supplement any provision of
      the
      Agreement other than as set forth herein.

     

    3.  Counterparts.
      This
      Extension 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.

     

    4.  Governing
      Law. This
      Extension 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.


    
      
        
           

        

      

      
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    5.           Section
      Headings. The
      various headings of this Extension are inserted for convenience only and shall
      not affect the meaning or interpretation of this Extension or the Agreement
      or
      any provision hereof or thereof.

     

     

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    IN
      WITNESS WHEREOF, the parties have caused this Extension 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/  PAUL
      MARTIN

    Name:        Paul
      Martin

    Title:     
          V.P. & Treasurer

    


    NAVISTAR
      FINANCIAL CORPORATION,

    as
      Servicer

    


    By:    
      /s/   PAUL
      MARTIN

    Name:        Paul
      Martin

    Title:          V.P.
      & Treasurer

    


    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
      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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