Exhibit 10.1



 Exhibit 10.1 
 EXECUTION VERSION 
 AMENDMENT NO. 1 

TO 
 NOTE
PURCHASE AGREEMENT 
 THIS AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT (this “Amendment”) dated as of
March 18, 2013, is entered into among Navistar Financial Securities Corporation, as the Seller (the “Seller”), Navistar Financial Corporation, as the Servicer (the “Servicer”), The Bank of Nova Scotia
(“BNS”), as a Managing Agent and as a Committed Purchaser, Liberty Street Funding LLC (“Liberty Street”), as a Conduit Purchaser, Credit Suisse AG, New York Branch (“CS NYB”), as a Managing Agent,
Credit Suisse AG, Cayman Islands Branch (“CS CIB”), as a Committed Purchaser, Alpine Securitization Corp. (“Alpine”), as a Conduit Purchaser, and Bank of America, National Association (“Bank of
America”; together with BNS, Liberty Street, CS NYB, CS CIB and Alpine, the “Purchaser Parties”), as Administrative Agent (in such capacity, the “Administrative Agent”), as a Managing Agent and as a
Committed Purchaser. 
 R E C I T A L S 
 A. The parties hereto are parties to that certain Note Purchase Agreement dated as of August 29, 2012 (the “Agreement”). 

B. Pursuant to Sections 2.04 and 11.01 of the Agreement, the parties to the Agreement desire to extend the Scheduled
Purchase Expiration Date by amending 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. Amendment to
Agreement. By their signatures hereto, each of the parties hereto hereby agrees that the definition of “Scheduled Purchase Expiration Date” in Section 1.01 of the Agreement is hereby amended to replace the date “August 26,
2013” set forth therein with the date “March 13, 2014”. 
 2. Representations and Warranties. The Seller
hereby represents and warrants to each of the Purchaser Parties that, after giving effect to this Amendment, no potential Early Redemption Event or Early Redemption Event has occurred and is now continuing, and NFC hereby represents and warrants to
each of the Purchaser Parties that, after giving effect to this Amendment, no potential Early Redemption Event, Early Redemption Event or Servicer Termination Event has occurred and is now continuing. 

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 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. 







 4. Conditions Precedent. The effectiveness of this Amendment is subject to
(i) receipt (whether by e-mail, facsimile or otherwise) by the Administrative Agent of counterparts of this Amendment executed by each of the other parties hereto, (ii) receipt by the Administrative Agent of a certificate of the Seller and
of the Servicer, each dated the date hereof, as to due execution, incumbency, good standing and other customary corporate matters and (iii) satisfaction of each of the conditions precedent described in Section 2.04 of the Agreement.

 5. 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. 
 6. 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. 
 7. 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 commence on the following 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 the Seller
		
	By:	 	 /s/ Mary E. Kummer

		 	Name:	 	Mary Ellen Kummer
		 	Title:	 	Vice President and Assistant Treasurer

  

					
	NAVISTAR FINANCIAL CORPORATION,
as the Servicer
		
	By:	 	 /s/ Mary E. Kummer

		 	Name:	 	Mary Ellen Kummer
		 	Title:	 	Vice President and Assistant Treasurer

 [signatures continue on the following page] 

  

					
		  	S-1	  	 Navistar Series 2012-VFN

 
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Agreement











					
	BANK OF AMERICA, NATIONAL ASSOCIATION,
as the Administrative Agent
		
	By:	 	 /s/ Margaux L. Karagosian

		 	Name:	 	Margaux L. Karagosian
		 	Title:	 	Vice President

  

					
	BANK OF AMERICA, NATIONAL ASSOCIATION,
as the Managing Agent
for the Bank of America Purchaser Group
		
	By:	 	 /s/ Margaux L. Karagosian

		 	Name:	 	Margaux L. Karagosian
		 	Title:	 	Vice President

  

					
	BANK OF AMERICA, NATIONAL ASSOCIATION,
as the Committed Purchaser
for the Bank of America Purchaser Group
		
	By:	 	 /s/ Margaux L. Karagosian

		 	Name:	 	Margaux L. Karagosian
		 	Title:	 	Vice President

 Commitment $225,000,000 
 [signatures continue on the following page] 

  

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


		
	By:	 	 /s/ Paula J. Czach

		 	Name:	 	Paula J. Czach
		 	Title:	 	Managing Director

  

					
	 THE BANK OF NOVA SCOTIA,
 as the Committed Purchaser
for the Liberty Street Purchaser Group


		
	By:	 	 /s/ Paula J. Czach

		 	Name:	 	Paula J. Czach
		 	Title:	 	Managing Director

 Commitment $125,000,000 
  

					
	 LIBERTY STREET FUNDING LLC,
 as a Conduit Purchaser
for the Liberty Street Purchaser Group


		
	By:	 	 /s/ Jill A. Russo

		 	Name:	 	Jill A. Russo
		 	Title:	 	Vice President

 [signatures continue on the following page] 

  

					
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	CREDIT SUISSE AG,
NEW YORK BRANCH,
as the Managing Agent
for the Alpine Purchaser Group	 	CREDIT SUISSE AG,
CAYMAN ISLANDS BRANCH,
as the Committed Purchaser
for the Alpine Purchaser Group
					
	By:	 	 /s/ Jason Muncy
	 		 	By:	 	 /s/ Jason D. Muncy

		 	Name:	 	Jason Muncy	 		 		 	Name:	 	Jason D. Muncy
		 	Title:	 	Vice President	 		 		 	Title:	 	Authorized Signatory
					
	By:	 	 /s/ Jason Ruchelsman
	 		 	By:	 	 /s/ Jason Ruchelsman

		 	Name:	 	Jason Ruchelsman	 		 		 	Name:	 	Jason Ruchelsman
		 	Title:	 	Vice President	 		 		 	Title:	 	Authorized Signatory
					
		 		 		 		 	Commitment $150,000,000

  

					
	 ALPINE SECURITIZATION CORP.,
 as a Conduit Purchaser
for the Alpine Purchaser Group


		
	By:	 	Credit Suisse AG, New York Branch,
as its administrative agent
		
	By:	 	 /s/ Jason Muncy

		 	Name:	 	Jason Muncy
		 	Title:	 	Vice President
		
	By:	 	 /s/ Jason Ruchelsman

		 	Name:	 	Jason Ruchelsman
		 	Title:	 	Vice President


  

					
		  	S-4	  	 Navistar Series 2012-VFN

 
 Amendment to Note Purchase
Agreement