EXTENSION TO CERTIFICATE PURCHASE AGREEMENT
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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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/ ▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
Title: V.P.
& Treasurer
NAVISTAR
FINANCIAL CORPORATION
By:
/s/ ▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
Title: V.P.
& Treasurer
KITTY
HAWK FUNDING CORPORATION,
as
Conduit Purchaser
By:
/s/ ▇▇▇▇
▇.
▇▇▇▇▇▇
Name:
▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice
President
BANK
OF
AMERICA, NATIONAL ASSOCIATION
as
Committed Purchaser
By:
/s/ ▇▇▇▇▇▇
▇▇▇
▇▇▇▇
Name:
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
Title:
Principal
BANK
OF
AMERICA, NATIONAL ASSOCIATION
as
Administrative Agent
By: /s/
▇▇▇▇▇▇
▇▇▇
▇▇▇▇
Name:
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
Title Principal:
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