EXTENSION TO AMENDED AND RESTATED CERTIFICATE PURCHASE AGREEMENT
EXTENSION
TO AMENDED AND
RESTATED
THIS
EXTENSION TO AMENDED AND RESTATED CERTIFICATE PURCHASE AGREEMENT (this
"Extension") dated as of December 19, 2005, is entered into among Navistar
Financial Securities Corporation (the "Seller"), Navistar Financial Corporation
("Servicer"), Kitty Hawk Funding Corporation, ("KFFC"), as a Conduit Purchaser,
Liberty Street Funding Corp. ("Liberty Street"), as a Conduit Purchaser, the
Bank of Nova Scotia ("BNS") as a Managing Agent and a Committed
Purchaser and Bank of America, National Association (Bank of America"), as
a
Managing Agent, the Administrative Agent and a Committed Purchaser.
RECITALS
A. The
Seller, the Servicer, KHFC. Liberty Street, BNS and Bank of America are parties
to that certain Amended and Restated Certificate Purchase Agreement, dated
as of
December 27, 2004 (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 March 26, 2006, or, if earlier, the
date
specified in clause (ii) of the definition of Purchase Expiration Date in the
Agreement as originally executed.
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.
E-41
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.
[signatures
on next page]
E-42
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/ XXXX
XXXXXX
Name: Xxxx
Xxxxxx
Title:
V.P. & Treasurer
NAVISTAR
FINANCIAL CORPORATION,
as
Servicer
By:
/s/ XXXX
XXXXXX
Name: Xxxx
Xxxxxx
Title: V.P.
& Treasurer
KITTY
HAWK FUNDING CORPORATION,
as
a
Conduit Purchaser for the KHFC Purchaser Group
By:
/s/ XXXX
X.
XXXXXX
Name:
Xxxx X. Xxxxxx
Title:
Vice President
BANK
OF
AMERICA NATIONAL ASSOCIATION,
as
Administrative Agent
By:
/s/ XXXXXX
XXX
XXXX
Name: Xxxxxx
Xxx Xxxx
Title: Principal
BANK
OF
AMERICA, NATIONAL ASSOCIATION,
as
a
Committed Purchaser and Managing Agent for the KHFC Purchaser Group
By:
/s/ XXXXXX
XXX
XXXX
Name: Xxxxxx
Xxx Xxxx
Title: Principal
X-00
XXX
XXXX
XX XXXX XXXXXX,
as
a
Committed Purchaser and Managing Agent for the Liberty Street Purchaser
Group
By:
/s/ XXXXXX
LAST
Name: Xxxxxx
Last
Title: Managing
Director
LIBERTY
STREET FUNDING CORP.,
as
a
Conduit Purchaser for the Liberty Street Purchaser Group
By: /s/ XXXXXXX
X.
XXXXXX
Name: Xxxxxxx
X. Xxxxxx
Title: Vice
President
E-44