exhibit10_139.htm


     

    AMENDMENT
      TO

     

    NOTE
      PURCHASE AGREEMENT

     

    THIS
      AMENDMENT TO NOTE PURCHASE AGREEMENT (this "Amendment") dated
      as
      of January 31, 2007, is entered into among Navistar Financial Retail Receivables
      Corporation (the "Seller"), Navistar
      Financial Corporation ("Servicer"), Kitty
      Hawk Funding Corporation, ("KHFC"), as a
      Conduit
      Investor, and Bank of America, National Association ("Bank of America"), as
      Agent, the Administrator and an Alternate Investor.

     

    RECITALS

     

    A.  The
      Seller, the Servicer, KHFC and Bank of America are parties to that certain
      Note
      Purchase Agreement, dated as of February 27, 2006 (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.  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:

     

    (a)  The
      Agreement is hereby amended by amending and restating Section 3.01(a)(v) of
      the
      Agreement in its entirety to read as follows:

     

    "(v)
      except for those caused by the failure of NFC and its affiliates to deliver
      its
      financial statements and related financial information for the fiscal years
      ended October 31, 2005 or October 31, 2006, or for fiscal quarters ending
      January 31, April 30 and July 31 of 2006, or for fiscal quarters ending January
      31, April 30 and July 31 of 2007, in each case, prior to October 31, 2007,
      the
      Seller (i) is not in violation of its Certificate of Incorporation or By-Laws
      and (ii) is not in breach or violation of any of the terms or provisions of,
      or
      with the giving of notice or lapse of time, or both, would be in default under,
      any contract, indenture, mortgage, deed of trust, loan agreement, note, lease,
      partnership agreement, or other agreement or instrument to which the Seller
      is a
      party or by which it may be bound or to which any of its properties or assets
      may be subject, except for such violations or defaults that would not have
      a
      Material Adverse Effect;"

     

    (b)  The
      Agreement is hereby amended by amending and restating Section 3.01(b)(vi) of
      the
      Agreement in its entirety to read as follows:


    
      
        
        

      

      
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    "(vi)
      except for those caused by the failure of NFC and its affiliates to deliver
      its
      financial statements and related financial information for the fiscal years
      ended October 31, 2005 or October 31, 2006, or for fiscal quarters ending
      January 31, April 30 and July 31 of 2006, or for fiscal quarters ending January
      31, April 30 and July 31 of 2007, in each case, prior to October 31, 2007,
      NFC
      (i) is not in violation of its Certificate of Incorporation or By-Laws and
      (ii)
      is not in breach or violation of any of the terms or provisions of, or with
      the
      giving of notice or lapse of time, or both, would be in default under, any
      contract, indenture, mortgage, deed of trust, loan agreement, note, lease,
      partnership agreement, or other agreement or instrument to which the Seller
      is a
      party or by which it may be bound or to which any of its properties or assets
      may be subject, except for such violations or defaults that would not have
      a
      Material Adverse Effect;"

     

    (c)            The
      Agreement is hereby amended by amending and restating Section 5.02(c) of the
      Agreement in its entirety to read as follows:

     

    "(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 the
      fiscal year 2005 or for the fiscal year 2006, for the fiscal quarters ending
      January 31, April 30 and July 31 of 2006, or 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 and Bank of America, 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; and"


    
      
        
        

      

      
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    2.  Waiver.
      By its
      signature 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 Event of Default, termination event
      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 breach of any representation or warranty in Section 3.01(a)(xii)
      or Section 3.01(b)(x) of the Agreement resulting from or arising out of any
      restatement, in connection with the audit conducted for the fiscal year 2005
      or
      the fiscal year 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. 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 Sections 3.01(a)(v), 3.01(b)(vi) and 5.02(c), as amended hereby,
      or
      any Servicer Default occurring as a result of 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.

     

    3.  Representations
      and
      Warranties. The Seller hereby represents and warrants to KHFC and Bank of
      America that, after giving effect to this Amendment, no Event of Default has
      occurred and is now continuing, and NFC hereby represents and warrants that,
      after giving effect to this Amendment, no Event of Default or Servicer Default
      has occurred and is now continuing.

     

    4.  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.

     

    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.


    
      
        
        

      

      
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    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.

     

    NAVSITAR
      FINANCIAL RETAIL RECEIVABLES CORPORATION,

    as
      Seller

     

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

    Name:          John
      V. Mulvaney, Sr.

    Title:            V.P.,
      CFO & Treasurer

     

    NAVISTAR
      FINANCIAL COPORATION,

    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 Investor

     

    By:      
      /s/ AMY
      S.
      KEITH

    Name:      
      Amy S. Keith

    Title:         Vice
      President

     

    BANK
      OF
      AMERICA, NATIONAL ASSOCIATION,

    as
      Agent,
      Administrator and as an Alternate Investor

     

    By:     
      /s/  WILLEM
      VAN
      BEEK

    Name:       
      Willem Van Beek

                   
      Title:         
Principal

     

    
      
        
        

      

      
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