exhibit10_147.htm


    EXECUTION
      COPY

    AMENDMENT
      AND WAIVER TO

    AMENDED
      AND RESTATED

    CERTIFICATE
      PURCHASE AGREEMENT

     

    THIS
      AMENDMENT AND WAIVER TO AMENDED AND RESTATED CERTIFICATE PURCHASE AGREEMENT
      (this "Amendment") dated as
      of October 23, 2007, 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 LLC (f/k/a Liberty Street Funding Corp. "LibertyStreet"),
      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 ofAmerica"),
      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, the fiscal quarters ending January 31, April
      30
      and July 31 of 2006, the fiscal year ending October 2006, and the fiscal
      quarters ending January 31, April 30 and July 31, 2007 on a timely basis (such
      failure, the "Reporting Default").
      Each of the parties hereto hereby agrees to waive the occurrence of any Default
      to the extent described below.

     

    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 that the Agreement is hereby amended as follows:

     

    (i)             Section
      7A.01(c) of the Agreement is hereby amended and restated in its entirety to
      read
      as follows:


    
      
        
        

      

      
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    (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
      years 2005 and 2006 and for the fiscal quarters ending January 31, April 30
      and
      July 31 of 2006 and for the fiscal quarters ending January 31, April 30 and
      July
      31 of 2007 until the earlier to occur of December 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, 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)            Section
      5.01(m) of the Agreement is hereby amended and restated in its entirety to
      read
      as follows:

     

    (m)
      Effective as of noon on October 25, 2007 and on each Incremental Funding Date
      thereafter, the Subordinated Percentage shall equal or exceed
      20.0%.

     

    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, or October 31, 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 or (c) the failure of NFC,
      as
      Servicer, to deliver the reports contemplated by, and due on or about April
      15,
      2006 and to be due April 15, 2007 pursuant to, Section 3.06(a) and (b) of the
      Pooling and Servicing Agreement (as defined in the Agreement) by April 15,
      2006
      and April 15, 2007, respectively, provided that each such report shall be
      delivered on or before December 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


    
      
        
        

      

      
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    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) December 31,
      2007.

     

    3.  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.

     

    4.  Effect
      of Amendment.
      All provisions of the Agreement, as amended 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 amended 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.  Conditions
      Precedent.
      The effectiveness of this Amendment is subject to the receipt of each fee
      specified in the fee letter, dated as of the date hereof.

     

    6.  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.

     

    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/
      JOHN
      V. MULVANEY,
      SR.

    Name:      John
      V. Mulvaney, Sr.

    Title:        V.P.
      CFO & Treasurer

     

    NAVISTAR
      FINANCIAL CORPORATION, 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 Purchaser for the KHFC Purchaser Group

    


    By:      /s/
      PHILLIP
      A.
      MARTONE

    Name:      Phillip
      A. Martone

    Title:       
      Vice President

     

    BANK
      OF
      AMERICA, NATIONAL ASSOCIATION, as Administrative Agent

    


    By:      /s/
      WILLEM
      VAN
      BEEK

    Name:      Willem
      Van Beek

    Title:        Principle

     

     

    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:       Principle

     

     Purchaser
      Percentage: 50%

    Commitment:
      $400,0000,000


    
      
        
        

      

      
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    THE
      BANK OF
      NOVA SCOTIA, as a Committed
      Purchaser 

       
Managing
      Agent
      for the Liberty Street Purchaser Group

     

    By:       /s/
      MOHAMED
      WALJI

    Name:       Mohamed
      Walji

    Title:         Director

    


    Purchaser
      Percentage: 50%

    Commitment:
      $400,0000,000

     

    LIBERTY
      STREET FUNDING LLC,a
      Conduit
      Purchaser 

      
      for the Liberty Street Purchaser Group

     

    By:       /s/
      JILL
      A.
      GORDON

    Name:       Jill
      A. Gordon

    Title:         Vice
      President

     

    
      
        
        

      

      
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