exhibit10_110.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 May 26, 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 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 quarters ending January 31,
        April
        30 and July 31 of 2006 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 to the following amendments to the Agreement:

       

                     
        (i )            The
        Agreement is hereby amended by amending and restating Section 7A.0 1(c) of
        the
        Agreement in its entirety to read as follows:


      
        
          
             

          

        

        
          E-45

          
            

          

        

        
          
          

        

      

       

      (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
        year 2005 and for the fiscal quarters ending January 31, April 30 and July
        31 of
        2006 until the earlier to occur of January 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, 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.

       

      (ii
        )  The
        definition of "Maximum Funded Amount"
        contained in
        Section 1.01 of the Agreement is hereby amended by replacing the amount
        "$400,000,000" contained therein with the amount "$600,000,000";
        and

       

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

       

      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 5.020(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 January 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


      
        
          
             

          

        

        
          E-46

          
            

          

        

        
          
          

        

      

       

       

      preceding
        sentence on or before the earlier of (i ) five (5) Business Days after the
        filing thereof with the SEC and (ii) January 31, 2007.

       

      3.  Extension.
        The
        Purchase Expiration Date is extended to May 24, 2007, 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 satisfaction of the
        following conditions:

       

      (i
        )  each
        fee
        specified in the Fee Letter as being due on or prior to the date hereof shall
        have been paid; and

       

      (ii)  the
        Seller shall have furnished to the Administrative Agent and the Managing
        Agent
        bring-down opinions to each of the opinions delivered on or about December
        27,
        2004, and such other information, certificates and documents as the
        Administrative Agent and the Managing Agents may reasonably
        requests.

       

      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
        pages]

       

      
        
          
             

          

        

        
          E-47

          
            

          

        

        
          
          

        

      

       

      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. Controller

       

      NAVISTAR
        FINANCIAL CORPORATION,

      as
        Service

       

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

      Name:        John
        V. Mulvaney, Sr.

      Title:          V.
        P. Controller

       

       

      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,

       

      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

       

      Purchase
        Percentage:  33 1/3%

      Commitment:  $200,000,000

       

      
        
          
             

          

        

        
          E-48

          
            

          

        

        
          
          

        

      


       

      THE
        BANK
        OF NOVA SCOTIA,

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

       

      By:  
        /s/   NORMAN
        LAST

      Name:      Norman
        Last

      Title:        Managing
        Director

       

      Purchaser
        Percentage:  66 2/3%

      Commitment:  $400,000,000

       

       

      LIBERTY
        STREET FUNDING CORP.

      As
        a
        conduit Purchaser for the Liberty Street Purchaser Group

       

      By:    /s/   TONY
        WONG

      Name:       Tony
        Wong

      Title:         Vice
        President

       


      
        
          
             

          

        

        
          E-49