exhibit10_108.htm


     

    FIRST
      AMMENDMENT TO CERTIFICATE
      PURCHASE AGREEMENT

     

    THIS
      FIRST AMENDMENT TO CERTIFICATE PURCHASE AGREEMENT (this
      "Amendment")  dated  as  of  January  22,  2003,
      is  entered  into  among
      NAVISTAR   FINANCIAL  SECURITIES  CORPORATION,
      as  seller  (the "Seller"), NAVISTAR FINANCIAL CORPORATION,
      as servicer (the "Servicer"), RECEIVABLES CAPITAL CORPORATION, as conduit
      purchaser (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
      "Administrative 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 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.           Certain
Defined
      Terms.
      Capitalized terms which are used herein without definition and that are defined
      in the Agreement shall have the same meanings herein as
      in
      the Agreement.

     

    2.           Amendments
      to
      Agreement. By their signatures hereto, each of the parties hereto hereby
      agrees to the following amendments to the Agreement:

     

    2.1           The
      definition of "Alternate Rate" contained in Section 1.01 of the Agreement is
      hereby amended by replacing the percentage "0.625%"
      contained therein
      with the percentage "1.15%".

     

    2.2          
      The definition of "Maximum Funded Amount" contained in Section 1.01 of the
      Agreement is hereby amended by replacing the amount "$25,000,000" contained
      therein (after giving effect to the letter dated as of January 23, 2002 from
      the
      Seller and the Servicer to the Administrative Agent, the Conduit Purchaser
      and
      the Committed Purchaser) with the amount "$200,000,000".

     

        
      2.3           The
      definition of "Tranche Rate" contained in Section. 1.01 of the Agreement is
      hereby deleted in its entirety and replaced with the following:

     

    "Tranche
      Rate" means for any
      Fixed Period, with respect to any Funding Tranche, a per annum
      rate equal to the sum of (i) the applicable Funding Rate for such Fixed Period
      plus(ii ) if such Funding Tranche is funded at the CP Rate, the weighted average
      of the Program Rates applicable to such Fixed Period.

    


    
      
        
           

        

      

      
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    2.3          Section
      1.01 of the Agreement is hereby amended by inserting in the appropriate
      alphabetical location therein the following new definition:

     

    "Official
      Body" means
      any U.S government or political subdivision or any U.S. agency, authority,
      bureau, central bank, commission, department or instrumentality of any such
      government or political subdivision, or any U.S. court, tribunal, grand jury
      or
      arbitrator, or any accounting board or authority (whether or not a part of
      government) which is responsible for the establishment or interpretation of
      U.S.
      accounting principles.

     

    2.4          The
      first paragraph of Section 9.04(a) is hereby deleted in its entirety and
      replaced by the following:

     

    "SECTION
      9.04  Indemnity
for
      Taxes,
      Reserves and Expenses. (a) If after the date

     

    hereof,
      the adoption of any applicable law, rule, standard or regulation by any Official
      Body or any amendment or change in the interpretation of any existing or future
      applicable law, rule, standard or regulation by any Official Body charged with
      the administration, interpretation or application thereof (including, but not
      limited to, any interpretation of Accounting Research Bulletin No.51 by the Financial
      Accounting Standards Board) or the compliance with any directive of any Official
      Body (whether or not having the force of a Governmental Rule):"

     

    2.5          Section
      9.04(b) is hereby deleted in its entirety and replaced by the following.

     

    "(b)
      If
      any Indemnified
      Party shall have determined that, after the date hereof, the adoption of any
      applicable law, rule, standard or regulation by any Official Body regarding
      or
      related to capital adequacy, or any change therein, or any change in the
      interpretation thereof by any Official Body, or any directive regarding or
      related to capital adequacy (whether or not having the force of a Governmental
      Rule) of any such Official Body, has or would have the effect of reducing the
      rate of' return on capital of such Indemnified Party (or its parent) as a
      consequence of such Indemnified Party's obligations hereunder or with respect
      hereto to a level below that which such Indemnified Party (or its parent) could
      have achieved but for such adoption, change, request or directive (taking into
      consideration its policies with respect to capital adequacy) by an amount deemed
      by such Indemnified Party to be material, then from time to time, such
      additional amount or amounts as will compensate such Indemnified Party (or
      its
      parent) for such reduction shall be payable to such Indemnified Party in
      accordance with Section 9.05(c). For avoidance of doubt, any interpretation
      of
      Accounting Research Bulletin No.51 by the Financial Accounting Standards Board
      shall constitute an adoption, change, request or directive subject to this
      Section 9.04(b)."

     

    3.           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


    
      
        
           

        

      

      
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    references
      in the Agreement (or in any other document governing the Seller's securitization
      program) to "this Agreement", "hereof", "herein" or words of similar effect
      referring to the Agreement 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.

     

    4.           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.

     

    5.           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.

     

    6.  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.

     

    7.  Extension.  By
      its signature hereto,
each of the parties
      hereto hereby consents and agrees in writing to the
      extension of the Purchase Expiration Date out to January 21, 2004, and agrees
      that such extension shall take effect pursuant to Section 2.04 of the Agreement
      effective as of the date hereof.

     


    
      
        
           

        

      

      
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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/
                ANDREW J.
                CEDEROTH

              Name: 
                Andrew J. Cederoth

              Title:   
                Vice President and Treasurer

               

               

              NAVISTAR
                FINANCIAL CORPORATION

              as
                Servicer

               

              By:  /s/
                ANDREW J.
                CEDEROTH

              Name:  Andrew
                J. Cederoth

              Title:    Vice
                President and Treasurer

               

               

              RECEIVABLES
                CAPITAL CORPORATION, as Conduit Purchaser

               

              By:  /s/
                EVELYN
                ECHEVARRIA

              Name:  Evelyn
                Echevarria

              Title:    Vice
                President

               

               

              BANK
                OF AMERICA, NATIONAL ASSOCIATION

              as
                Committed Purchaser

               

              By:  /s/
                KAREN P.
                LOUIE

              Name:  Karen
                P. Louie

              Title:    Vice
                President

               

               

              BANK
                OF AMERICA, NATIONAL ASSOCIATION

              as
                Administrative Agent

               

              By:  /s/
                KAREN P.
                LOUIE

              Name:  Karen
                P. Louie

              Title:    Vice
                President

            


    

    



    
      
        
           

        

      

      
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