exhibit10_134.htm


     

    EXTENSION
      TO CERTIFICATE PURCHASE AGREEMENT

     

    THIS
      EXTENSION TO CERTIFICATE PURCHASE AGREEMENT (this "Extension") dated as of
      February 20, 2004, is entered into among NAVISTAR FINANCIAL SECURITIES
      CORPORATION, as seller (the "Seller"), NAVISTAR FINANCIAL CORPORATION, as
      servicer (the "Servicer"), KITTY HAWK FUNDING CORPORATION, as conduit purchaser
      and assignee of RECEIVABLES CAPITAL CORPORATION (the "Conduit Purchaser"),
      BANK
      OF AMERICA, NATIONAL ASSOCIATION, as a committed purchaser (the "Committed
      Purchaser") and BANK OF AMERICA, NATIONAL ASSOCIATION, as administrative agent
      for the Purchasers (in such capacity, the "Adminstrative Agent").

     

    RECITALS

     

    A.  The
      Seller, the Servicer, the Conduit Purchaser, the Committed Purchaser and the
      Administrative Agent are parties to that certain Certificate Purchase Agreement,
      dated as of January 28, 2000 (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 February 17, 2005, or, if earlier,
      the
      date specified in clause (ii)
      of the
      definition of Purchase Expiration Date in the Agreement as originally executed.
      This extension of the Purchase Expiration Date shall be given effect as of
      January 20, 2004, so the Revolving Period (as defined in the Series Supplement
      referred to in the Agreement) will be deemed not to have ended as a result
      of
      the occurrence of the Purchase Expiration Date (before giving effect to this
      Extension); provided, that, for
      purposes of calculating the Non-Use Fee pursuant to the Fee Letter, the period
      beginning on and including January 21, 2004 and ending on but excluding February
      19, 2004 shall not be deemed to fall within the Revolving Period.

     

    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.

     

    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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        E-297

        
          

        

      

      
        
        

      

    

     

     

    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/ ANDREW
      J.
      CEDEROTH

    Name:       Andrew
      J. Cederoth

    Title:         V.P.
      & Treasurer

    


     

    NAVISTAR
      FINANCIAL CORPORATION

     

    By:    
       /s/  ANDREW
      J.
      CEDEROTH

    Name:       Andrew
      J. Cederoth

    Title:         V.P.
      & Treasurer

     

     

    KITTY
      HAWK FUNDING CORPORATION,

    as
      Conduit Purchaser

     

    By:    
      /s/  JILL
      A.
      GORDON

    Name:     
      Jill A. Gordon

    Title:        Vice
      President

     

     

    BANK
      OF
      AMERICA, NATIONAL ASSOCIATION

     as
      Committed Purchaser

     

    By:  
       /s/  WILLEM
      VAN
      BEEK

    Name:    
      Willem Van Beek

    Title:      
       Principal

     

     

    BANK
      OF
      AMERICA, NATIONAL ASSOCIATION

    as
      Administrative Agent

     

    By:  /s/  
      WILLEM
      VAN
      BEEK

    Name:    
      Willem Van Beek

    Title         Principal:


    
      
        
        

      

      
        E-298