exhibit10_148.htm


    


    EXECUTION
      COPY AMENDED


    AND
      RESTATED FEE LETTER

     

    October
      23, 2007

     

    Navistar
      Financial Securities Corporation 

    Navistar
      Financial Corporation

    c/o
      Navistar Financial Corporation 

    425
      North
      Martingale Road

    Suite
      1800

    Schaumburg,
      IL 60173

     

    Re:
      Navistar Financial Dealer Note Master Trust, Series 2000-WC 

     

    Ladies
      and Gentlemen:

     

    Reference
      is made to (i) the Amended and Restated Fee Letter dated May 26, 2006 (as
      amended, restated, supplemented or otherwise modified prior to the date hereof,
      the "Original Fee
      Letter"), among Navistar Financial Securities Corporation ("NFSC"),
      Navistar Financial Corporation ("NFC"), Bank of America, National Association
      and The Bank of Nova Scotia, (ii) the Amended and Restated Certificate Purchase
      Agreement dated as of December 27, 2004, (as amended, restated or otherwise
      modified from time to time, the "Certificate Purchase
      Agreement") among NFSC, as Seller (the "Seller"), NFC,
      as
      Servicer (the "Servicer"), Kitty
      Hawk Funding Corporation, as a Conduit Purchaser, Liberty Street Funding LLC
      (f/k/a Liberty Street Funding Corp.), as a Conduit Purchaser, The Bank of Nova
      Scotia, as a Managing Agent and as a Committed Purchaser, Bank of America,
      National Association, as Administrative Agent (the "Administrative
      Agent"), and Bank of America, National Association, as a Committed
      Purchaser and a Managing Agent and (iii) the Amendment and Waiver to Amended
      and
      Restated Certificate Purchase Agreement dated as of October 23, 2007 (the "October2007
      Amendment"), by
      and among the parties referenced in clause (ii) above. In connection with the
      execution of the October 2007 Amendment and the amendments and waiver to the
      Certificate Purchase Agreement effectuated thereby, the parties hereto wish
      to
      amend and restate the Original Fee Letter as set forth herein. Capitalized
      terms
      used herein and not defined herein shall have the meanings assigned to them
      in
      the Certificate Purchase Agreement or the Series Supplement (as defined in
      the
      Certificate Purchase Agreement). This letter is the Fee Letter referred to
      in
      the Certificate Purchase Agreement and replaces in its entirety the fee letter
      previously executed among the parties hereto dated as of May 26,
      2006.

     

    1.
Program
      Rate; Non-Use Fee
      Rate. For purposes of the Certificate Purchase Agreement, the "Program
      Rate" and the "Non-Use Fee Rate" shall mean, on any day, the rate determined
      by
      reference to the table set forth immediately below.


    
      
        
        

      

      
        E-381

        
          

        

      

      
        
        

      

    


    
      	
              Tier

            	
              Program
                Rate

            	
              Non-Use
                Fee

              Rate

            
	
              Tier
                1 Rating

            	
              40.0
                bps

            	
              25.0
                bps

            
	
              Tier
                2 Rating

            	
              50.0
                bps

            	
              32.5
                bps

            
	
              Tier
                3 Rating

            	
              75.0
                bps

            	
              50.0
                bps

            


    

    


     

    "Tier
      1 Rating" means
      that the long-term senior unsecured debt of Navistar Financial Corporation
      is
      rated Ba3 or higher by Moody's and BB- or higher by S&P, or if neither
      Moody's nor S&P rates the long-term senior unsecured debt of Navistar
      Financial Corporation but both rate the long-term unsecured debt of Navistar
      International Corporation, the long-term senior unsecured debt of Navistar
      International Corporation is rated Ba3 or higher by Moody's and BB- or higher
      by
      S&P.

     

    "Tier
      2 Rating" means
      that the long-term senior unsecured debt of Navistar Financial Corporation
      is
      rated by either (but not both) of Moody's and S&P and is rated Ba3 or higher
      if rated by Moody's or BB- or higher if rated by S&P, or if neither Moody's
      nor S&P rates the long-term senior unsecured debt of Navistar Financial
      Corporation but either (but not both) rate the long-term unsecured debt of
      Navistar International Corporation, the long-term senior unsecured debt of
      Navistar International Corporation is rated Ba3 or higher if rated by Moody's
      or
      BB- or higher if rated by S&P.

     

    "Tier
      3 Rating" means
      (x) neither Moody's nor S&P rates the long-term senior unsecured debt of
      either Navistar Financial Corporation or Navistar International Corporation
      or
      (y) the long-term senior unsecured debt of either Navistar Financial Corporation
      or Navistar International Corporation is rated lower than Ba3 by Moody's or
      is
      rated lower than BB-by S&P.

     

    2.  Non-Use
      Fee. Each of
      the Seller and the Servicer agree that the Non-Use Fee (defined below) shall
      be
      payable in accordance with the terms of the Certificate Purchase Agreement
      and
      the Series Supplement.

     

    "Non-Use
      Fee" means,
      with respect to any Distribution Period, a monthly commitment fee with respect
      to such Distribution Period (or portion thereof) falling in the Revolving Period
      equal to the product of (x) 1/12 of the weighted average of the Non-Use Fee
      Rates applicable over such Distribution Period times (y) the remainder of (1)
      the daily average of the Maximum Funded Amount in effect for such Distribution
      Period multiplied by 102% minus (2) the daily average Funded Amount for such
      Distribution Period.

     

    The
      Non-Use Fee shall accrue based upon the number of days in the related
      Distribution Period (or applicable portion thereof) and a year of 360
      days.

     

    3.   Notwithstanding
      Section 4.04(a) of the Series Supplement, all fees payable to the Administrative
      Agent or Bank of America as a Managing Agent or any Purchaser within the KHFC
      Purchaser Group pursuant to the Certificate Purchase Agreement or any other
      Series Document shall be paid to account #XXXXXX XXXXXXX, ABA# 026 009 593,
      titled


    
      
        
        

      

      
        E-382

        
          

        

      

      
        
        

      

    

     

    "GSF
      Wire
      Clearing Account", reference "Navistar", attention: Edy Kennedy, or to such
      other account as may be designated by the Administrative Agent.

     

    4.   Notwithstanding
      Section 4.04(a) of the Series Supplement, all fees payable to BNS as a Managing
      Agent or any Purchaser within the Liberty Street Purchaser Group pursuant to
      the
      Certificate Purchase Agreement or any other Series Document shall be paid to
      The
      Bank of Nova Scotia-New York Agency, account #XXXX-XX, ABA#026-002532, titled
      "Liberty Street Funding Corp.," or to such other account as may be designated
      by
      The Bank of Nova Scotia, as Managing Agent for the Liberty Street Purchaser
      Group.

     

    5.  All
      fees
      payable hereunder to the Purchasers shall be paid prorata
      between the
      Purchaser Groups based upon their respective Funded Amounts.

     

    The
      Seller and the Servicer also jointly and severally agree to pay all reasonable
      legal

    and
      other
      out-of-pocket (due diligence related) expenses of the Administrative Agent
      and
      the Managing Agents incurred in connection with the transaction, and any
      subsequent amendments or waivers related thereto, including the fees and
      expenses of counsel to the Administrative Agent and the Managing
      Agents.

     

    [SIGNATURE
      PAGE FOLLOWS]


    
      
        
        

      

      
        E-383

        
          

        

      

      
        
        

      

    

     

    If
      you
      are in agreement with the foregoing, please sign and return a counterpart of
      this letter.

     

    Very
      truly yours,

     

    BANK
      OF
      AMERICA, NATIONAL

    ASSOCIATION,
      as Administrative Agent
      and Managing Agent for the KHFC Purchaser Group

     

    By:      /s/
      WILLEM
      VAN
      BEEK

    Name:      Willem
      Van Beek

    Title:        Principal

    


     

    THE
      BANK
      OF NOVA SCOTIA, as Managing Agent for the Liberty Sheet Purchaser
      Group

    By:       /s/
      MOHAMED
      WALJI

    Name:       Mohamed
      Walji

    Title:         Director

    


    


     

    AGREED
      AND ACCEPTED:

     

    NAVISTAR
      FINANCIAL SECURITIES CORPORATION

    


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

    Name:      
      John V. Mulvaney, Sr.

    Title:        
      V.P. CFO & Treasurer

    


    


    NAVISTAR
      FINANCIAL CORPORATION

    


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

    Name:      
      John V. Mulvaney, Sr.

    Title:      
        V.P. CFO & Treasurer

    
 

    
      
        
        

      

      
        E-384