Security, Pledge and Trust Agreement



 Exhibit 10.4 
 SECOND AMENDMENT 
 Second Amendment dated as of December 2, 2011 (this
“Second Amendment”) relates to the Amended and Restated Security, Pledge and Trust Agreement dated as of July 1, 2005 (as modified or supplemented from time to time, the “Security Agreement”), between Navistar Financial
Corporation, a Delaware corporation (“Navistar Financial”) and Deutsche Bank Trust Company Americas, a banking corporation duly organized and existing under the laws of the State of New York (the “Trustee”), acting individually
and as trustee for the holders of the Secured Obligations. 
 WITNESSETH 

WHEREAS, Navistar Financial and Navistar Financial, S.A. De C.V., Sociedad Financiera De Objecto Multiple, Entidad No Regulada (together
with Navistar Financial, the “Borrowers”), the Lenders parties thereto, JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), Bank of America, N.A., as syndication agent, and Citibank, N.A., as
documentation agent, are entering into a Second Amended and Restated Credit Agreement (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) on the date hereof; 

WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make extensions of credit to the Borrowers upon the terms
and subject to the conditions set forth therein; 
 WHEREAS, the Required Secured Parties have consented to Navistar Financial
and the Trustee entering into this Second Amendment; and 
 WHEREAS, in connection with, and as a condition to the initial
extensions of credit under the Credit Agreement, Navistar Financial has agreed to enter into this Second Amendment; 
 NOW,
THEREFORE, the parties hereto agree as follows: 
 Section 1. Capitalized terms used but not defined herein
have the meanings assigned to such terms in the Security Agreement or the Credit Agreement, as applicable. 

Section 2. Amendments. 
 (a) The definition of “Credit Agreement” in Section 1.01 of the Security Agreement shall be amended in its entirety to read as follows: 

“Credit Agreement” means the Second Amended and Restated Credit Agreement, dated as of December 2, 2011
among Navistar Financial Corporation, a Delaware corporation and Navistar Financial, S.A. De C.V., Sociedad Financiera De Objecto Multiple, Entidad No Regulada, a Mexican 







 
corporation, the Lenders parties thereto, JPMorgan Chase Bank, N.A. as administrative agent, Bank of America, N.A. as syndication agent, and Citibank, N.A., as documentation agent, as amended,
supplemented or otherwise modified from time to time. 
 (b) The definition of “Receivable” in Section 1.01 of
the Security Agreement shall be amended such that the two references to “2008” shall be deleted and replaced with “2010”. 
 (c) The definition of “Retail Receivables” in Section 1.01 of the Security Agreement shall be amended such that (i) the two references to “2008” shall be deleted and replaced
with “2010” and (ii) the following is inserted at the end thereof: “provided, that the term “Retail Receivables” shall not include any Sold Receivables”. 

(d) The definition of “2008 Annual Report” in Section 1.01 of the Security Agreement shall be amended in its entirety to
read as follows: 
 “2010 Annual Report” means Navistar Financial’s 2010 Annual Report on Form
10-K for the fiscal year ended October 31, 2010, in the form delivered to the Lenders prior to the date hereof. 
 (e) The
definition of “Wholesale Receivables” in Section 1.01 of the Security Agreement shall be amended such that (i) the two references to “2008” shall be deleted and replaced with “2010” and (ii) the following
is inserted at the end thereof: “provided, that the term “Wholesale Receivables” shall not include any Sold Receivables”. 
 (f) Section 2.07(c) of the Security Agreement shall be amended in its entirety to read as follows: 
 (c) Navistar Financial shall not designate any proposed or existing Indebtedness or other obligations in excess of $30,000,000 (other than any Secured Interest Rate Agreement) as an Additional Secured
Obligation for purposes hereof on or after December 2, 2011. 
 (g) Section 4.13(b)(ii) of the Security Agreement
shall be amended in its entirety to read as follows: 
 (ii) the Required Secured Parties notify the Trustee and
Navistar Financial that (A) they have determined that Government Receivables at the end of any month are more than $100,000,000, and (B) they have decided to require Navistar Financial to comply with the FACA with respect to the assignment
to the Trustee of Government Receivables to the extent necessary so that Government Receivables as to which Navistar Financial has not so complied will be less than $100,000,000, 

Section 3. Effectiveness. This Second Amendment shall become effective upon (i) its


  
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execution and delivery by Navistar Financial and the Trustee and (ii) the Credit Agreement becoming effective in accordance with its terms. 

Section 4. Representations and Warranties. Navistar Financial hereby represents and warrants that each of the
representations and warranties contained in Article III of the Security Agreement shall be, after giving effect to this Second Amendment, true and correct in all material respects as if made on and as of the Effective Date (unless such
representations and warranties are stated to relate to a specific earlier date, in which case, such representations and warranties shall be true and correct in all material respects as of such earlier date). 

Section 5. Continuing Effect of Operative Documents. Except as expressly set forth herein, this Second Amendment shall
not constitute an amendment or waiver of any provision of the Security Agreement not expressly referred to herein and shall not be construed as a waiver or consent to any further or future action on the part of any Secured Party that would require a
waiver or consent. Except as expressly amended, modified and supplemented hereby, the provisions of the Security Agreement are and shall remain in full force and effect in accordance with its terms. 

Navistar Financial shall provide complete and updated schedules to the Security Agreement, including: Schedule A - Permitted Receivables
Sale Agreements, Schedule B - List of Collection Banks, Lock-boxes, Suspense Accounts and Collection Accounts, Schedule C - List of Proceeds Account Banks and Proceeds Deposit Accounts, Schedule D - Subsidiaries and Capitalization and Schedule E -
Instruments as of recent date. Such Schedules shall replace the existing Schedules A-E in their respective entireties. 

Section 6. Governing Law. THIS SECOND AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK.  
 [Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have signed this Second Amendment as of the date
first above written. 
  

			
	NAVISTAR FINANCIAL CORPORATION
		
	By	 	 /s/ William V. McMenamin

	Name: William V. McMenamin
	 Title:
	 	Vice President, Chief Financial Officer and Treasurer
	
	 425 N. Martingale Road
 Schaumburg, IL 60173
 Telecopy number: (630) 753-4420

Attention: Treasurer

	
	 Copies of notices should be sent to each of the following:

 
 Navistar Financial Corporation

425 N. Martingale Road
 Schaumburg, IL
60173
 Telecopy number: (630) 753-44100

Attention: General Counsel

	
	 Navistar Inc.

Before December 12, 2011
 4201
Winfield Road
 Warrenville, IL 60555-4025
  

On or after December 12, 2011
 2701
Navistar Drive
 Lisle, IL 60532
  

Telecopy number:
 Attention:
Treasurer



 [Signature Page to Security Agreement Second Amendment] 







 
					
	DEUTSCHE BANK TRUST COMPANY AMERICAS
	
	By Deutsche Bank National Trust Company
		
	By	 	 /s/ Irina Golovashchuk

		 	Title:	 	 Irina Golovashchuk
 Assistant
Vice President

		
	By	 	 /s/ Jeffery Schoenfeld

		 	Title:	 	 Jeffrey Schoenfeld

Associate

	
	 Deutsche Bank Trust Company Americas
 Trust & Security Services
 60 Wall Street

New York, NY 10005
 Telecopy number:
732-578-4695
 Attention: Irina Golovashchuk
  

Copies of notices should be sent to the following:
  

Deutsche Bank National Trust Company
 Global
Transaction Banking
 Trust & Securities Services
 100 Plaza One, 6th Floor - MS 0699
 Jersey City , NJ 07311-3901

Telecopy number: 732-578-4635



 [Signature Page to Security Agreement Second Amendment] 







 
					
	Acknowledged and Consented to by:
	
	JPMORGAN CHASE BANK, N.A., as Administrative Agent on behalf of Required Secured Parties under Section 9.03(a) of the Security Agreement
		
	By:	 	 /s/ Richard W. Duker

		 	Title:	 	Richard W. Duker
		 		 	Managing Director


 [Signature Page to Security Agreement Second Amendment] 







 SCHEDULE A 
 PERMITTED RECEIVABLES SALE AGREEMENTS 
 Dealer Note Master Trust 

 

	1.	Purchase Agreement, dated June 8, 1995, as amended, by and between NFC and NFSC. 

 Dealer Note Master Owner Trust 
  

	2.	Purchase Agreement, dated November 2, 2011, by and between NFC and NFSC. 


 

	3.	Series 2009-1 Indenture Supplement dated as of November 10, 2009 to Indenture dated as of June 10, 2004. 


 

	4.	Series 2010-1 Indenture Supplement dated as of February 12, 2010 to Indenture dated as of June 10, 2004. 


 

	5.	Series 2010-VFN Indenture Supplement dated as of April 15, 2010, as amended, to Indenture dated as of June 10, 2004. 


 

	6.	Series 2011-1 Indenture Supplement dated as of November 2, 2011 to Indenture dated as of June 10, 2004. 


2010-A Owner Trust 
  

	7.	Purchase Agreement, dated May 27, 2010, between NFC and NFRRC as Purchaser with respect to Navistar Financial 2010-A Owner Trust. 


2010-B Owner Trust 
  

	8.	Purchase Agreement, dated October 18, 2010, between NFC and NFRRC as Purchaser with respect to Navistar Financial 2010-B Owner Trust. 


2011-A Owner Trust 
  

	9.	Purchase Agreement, dated April 15, 2011, between NFC and NFRRC as Purchaser with respect to Navistar Financial 2011-A Owner Trust. 


Jupiter Securitization Corporation 
  

	10.	Receivable Sales Agreement dated as of April 8, 2004, as amended, between Navistar Financial Corporation, as Transferor, and Truck Retail Accounts Corporation, as
Transferee. 

 Wells Fargo Facilities 
  

	11.	Note Sale Agreement, dated as of December 16, 2009, between NFC and Navistar Financial Asset Sales Corp. 









	12.	Loan and Security Agreement, dated as of December 15, 2009, by and among NFC and Wells Fargo Equipment Finance, Inc. 


ITLC Lease Purchase Agreement 
  

	13.	ITLC Lease Purchase Agreement, dated as of June 30, 2004, between NFC and International Truck Leasing Corp. 








 SCHEDULE B 
 LIST OF COLLECTION BANKS, LOCK-BOXES, 
 SUSPENSE ACCOUNTS AND COLLECTION
ACCOUNTS 
  

							
	 COLLECTION BANK

AND ADDRESS
	  	 LOCK-BOXES
	  	 SUSPENSE

ACCOUNTS
	  	 COLLECTION

ACCOUNTS

				
	 Bank of America Corporation

231 S. LaSalle St.
 Chicago, IL
60697
	  	No. ***54	  	Harco Leasing Account No. ******1208	  	
				
		  	No. ***70	  	Retail Suspense Account No. ******2116	  	
				
		  	No. ***38	  	Wholesale Suspense Account No. *****2119	  	
				
		  		  		  	Dealer ACH Receipts Acct. No. ******9140
				
	 The Northern Trust Company
 125
South Wacker Drive
 Chicago, IL 60675
	  	No. **52	  	Retail Deposit Account No. ***14	  	Retail Deposit Account No. ***14








 SCHEDULE C 
 LIST OF PROCEEDS 
 ACCOUNT BANKS AND PROCEEDS DEPOSIT ACCOUNTS

  

			
	 PROCEEDS ACCOUNT BANK AND ADDRESS
	  	 PROCEEDS DEPOSIT ACCOUNT

		
	JPMorgan Chase Bank, N.A.	  	No. *****70-53
	140 E. 45th Street	  	
	New York, NY 10017	  	








 SCHEDULE D 
 SUBSIDIARIES AND CAPITALIZATION 
  

									
	 Subsidiary
	  	 Outstanding share information
	  	Percent Pledged	 
	 1.
	  	Navistar Financial Retail Receivables Corporation, a Delaware corporation	  	 1,000 shares of common stock, par value $1.00 per share
	  	 	100	% 
				
	 2.
	  	Navistar Financial Securities Corporation, a Delaware corporation	  	 1,000 shares of common stock, par value $1.00 per share
	  	 	100	% 
				
	 3.
	  	Navistar Leasing Services Corporation, a Delaware corporation (f/k/a Harco Leasing Company, Inc.)	  	 13,618 shares of common stock, par value $1.00 per share
	  	 	100	% 
				
	 4.
	  	Navistar Leasing Company, a Delaware statutory trust	  	 N/A
	  	 	N/A	  
				
	 5.
	  	Truck Retail Accounts Corporation, a Delaware corporation	  	 1,000 shares of common stock, par value $0.01 per share
	  	 	100	% 
				
	 6.
	  	International Truck Leasing Corp., a Delaware corporation	  	 1,000 shares of common stock, par value $0.01 per share
	  	 	100	% 
				
	 7.
	  	Navistar Financial Asset Sales Corp., a Delaware corporation	  	 1,000 shares of common stock, par value $0.01 per share
	  	 	100	% 








 SCHEDULE E 
 INSTRUMENTS 
  

	A.	Subsidiary Notes 

 Navistar
Financial Corporation Capital Contribution Note in the amount of $16,366,674 
 Harco Leasing Company, Inc. Second Amended and Restated Grid
Note in the Amount of $200,000,000 
 Navistar Financial Securities Corporation Promissory Note in the amount of $25,000,000 

Navistar Financial Retail Receivables Corporation Revolving Note 
 Navistar Financial Securities Corporation Amended and Restated Master Revolving Note 

International Truck Leasing Corp. Revolving Note 
 Navistar Financial Assets Sales Corp. Revolving Note 
  

	B.	Stock Certificates 

 Stock
certificate number 1 for 1,000 shares of common stock of Navistar Financial Retail Receivables Corporation, held by Navistar Financial Corporation. 
 Stock certificate number 2 for 1,000 shares of common stock of Navistar Financial Securities Corporation, held by Navistar Financial Corporation. 
 Stock certificate number 34 for 13,615 shares of the capital stock of Harco Leasing Company, Inc., held by International Harvester Credit Corporation. 







 Stock certificate number 35 for 3 shares of the capital stock of Harco Leasing Company, Inc., held by
International Harvester Credit Corporation. 
 Stock certificate number C-1 for 1,000 shares of common stock of Truck Retail Accounts
Corporation, held by Navistar Financial Corporation. 
 Stock certificate number 1 for 1,000 shares of common stock of International Truck
Leasing Corp., held by Navistar Financial Corporation. 
 Stock certificate number 1 for 1,000 shares of common stock of Navistar Financial
Asset Sales Corp., held by Navistar Financial Corporation. 
  

	C.	Other Instruments 

 Navistar
Financial 2010-A Owner Trust Certificate 
 Navistar Financial 2010-B Owner Trust Certificate 

Navistar Financial 2011-A Owner Trust Certificate 
 Sellers Certificates of Navistar Financial Dealer Note Master Trust 
 Certificates of Navistar
Financial Dealer Note Master Owner Trust 
 Certificates of Navistar Financial Dealer Note Master Owner Trust II