Form 8-K NAVISTAR INTERNATIONAL For: Nov 13

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section�13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November�13, 2014

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NAVISTAR INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

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Delaware	�	1-9618	�	36-3359573
(State or other jurisdiction of incorporation or organization)	�	(Commission File No.)	�	(I.R.S. Employer Identification No.)

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2701 Navistar Drive Lisle, Illinois	�	60532
(Address of principal executive offices)	�	(Zip Code)

Registrant�s telephone number, including area code: (331)�332-5000

(Former name or former address, if changed since last report.)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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�	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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�	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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�	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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�	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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ITEM�1.01 Entry into a Material Definitive Agreement

On November�13, 2014, Navistar Financial Securities Corporation (�NFSC�), Navistar Financial Corporation (�NFC�) and Navistar Financial Dealer Note Master Owner Trust II (the �Issuing Entity�) entered into Amendment No.�2 to the Pooling and Servicing Agreement (the �PSA Amendment�), which is attached as Exhibit 10.1 and incorporated by reference herein. The PSA Amendment amends the definition of �Dealer Concentration Limit� contained in the Pooling and Servicing Agreement, dated as of November�2, 2011, among NFSC, NFC and the Issuing Entity (filed as Exhibit 10.6 to the registrant�s Form 8-K dated and filed on November�7, 2011. Commission File No.�001-09618).

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ITEM�9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

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Exhibit No.	��	Description
10.1	��	Amendment No. 2 to the Pooling and Servicing Agreement, dated as of November 13, 2014, among Navistar Financial Securities Corporation, as depositor, Navistar Financial Corporation, as servicer, and Navistar Financial Dealer Note Master Owner Trust II, as issuing entity.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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	�	NAVISTAR INTERNATIONAL CORPORATION (Registrant)
Dated: November�14, 2014	�	By:	��	/s/ Walter G. Borst
	�	Name:	��	Walter G. Borst
	�	Title:	��	Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

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Exhibit No.	��	Description
10.1	��	Amendment No. 2 to the Pooling and Servicing Agreement, dated as of November 13, 2014, among Navistar Financial Securities Corporation, as depositor, Navistar Financial Corporation, as servicer, and Navistar Financial Dealer Note Master Owner Trust II, as issuing entity.

Exhibit 10.1

EXECUTION COPY

AMENDMENT NO. 2 TO THE

POOLING AND SERVICING AGREEMENT

THIS AMENDMENT NO. 2 (this �Amendment�) to the Pooling and Servicing Agreement is made as of November�13, 2014, by and among Navistar Financial Securities Corporation, a Delaware corporation (�NFSC�), Navistar Financial Corporation, a Delaware corporation (�Navistar Financial�), and Navistar Financial Dealer Note Master Owner Trust II, as issuing entity (the �Issuing Entity�).

NFSC, as Depositor, Navistar Financial, as Servicer, and the Issuing Entity are parties to a Pooling and Servicing Agreement, dated as of November�2, 2011, as amended by Amendment No.�1, dated as of February�13, 2013 (as amended, the �Pooling and Servicing Agreement�). The Depositor, the Servicer and the Issuing Entity have agreed to amend the Pooling and Servicing Agreement in the manner set forth herein. Capitalized terms used herein but not otherwise defined have the meanings set forth in the Pooling and Servicing Agreement.

1. Amendments to Appendix A. The definition of �Dealer Concentration Limit� is hereby amended by deleting such definition in its entirety and replacing it with the following:

�Dealer Concentration Limit means:

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for the largest dealer (based on the principal amount of dealer notes of such dealer owned by the Issuing Entity), 9.00% of the sum of (i)�the aggregate principal balance of dealer notes in the Issuing Entity, (ii)�the aggregate principal amount of funds on deposit in the Excess Funding Account and (iii)�the aggregate principal amount of funds on deposit in each series� Principal Funding Account,

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for the second largest dealer (based on the principal amount of dealer notes of such dealer owned by the Issuing Entity), 8.00% of the sum of (i)�the aggregate principal balance of dealer notes in the Issuing Entity, (ii)�the aggregate principal amount of funds on deposit in the Excess Funding Account and (iii)�the aggregate principal amount of funds on deposit in each series� Principal Funding Account,

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for the third largest dealer (based on the principal amount of dealer notes of such dealer owned by the Issuing Entity), 7.00% of the sum of (i)�the aggregate principal balance of dealer notes in the Issuing Entity, (ii)�the aggregate principal amount of funds on deposit in the Excess Funding Account and (iii)�the aggregate principal amount of funds on deposit in each series� Principal Funding Account,

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for the fourth largest dealer (based on the principal amount of dealer notes of such dealer owned by the Issuing Entity), 6.00% of the sum of (i)�the aggregate principal balance of dealer notes in the Issuing Entity, (ii)�the aggregate principal amount of funds on deposit in the Excess Funding Account and (iii)�the aggregate principal amount of funds on deposit in each series� Principal Funding Account,

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for the fifth largest dealer (based on the principal amount of dealer notes of such dealer owned by the Issuing Entity), 5.00% of the sum of (i)�the aggregate principal balance of dealer notes in the Issuing Entity, (ii)�the aggregate principal amount of funds on deposit in the Excess Funding Account and (iii)�the aggregate principal amount of funds on deposit in each series� Principal Funding Account,

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for the sixth largest dealer (based on the principal amount of dealer notes of such dealer owned by the Issuing Entity), 4.50% of the sum of (i)�the aggregate principal balance of dealer notes in the Issuing Entity, (ii)�the aggregate principal amount of funds on deposit in the Excess Funding Account and (iii)�the aggregate principal amount of funds on deposit in each series� Principal Funding Account,

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for the seventh largest dealer (based on the principal amount of dealer notes of such dealer owned by the Issuing Entity), 4.00% of the sum of (i)�the aggregate principal balance of dealer notes in the Issuing Entity, (ii)�the aggregate principal amount of funds on deposit in the Excess Funding Account and (iii)�the aggregate principal amount of funds on deposit in each series� Principal Funding Account,

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for the eighth largest dealer (based on the principal amount of dealer notes of such dealer owned by the Issuing Entity), 3.00% of the sum of (i)�the aggregate principal balance of dealer notes in the Issuing Entity, (ii)�the aggregate principal amount of funds on deposit in the Excess Funding Account and (iii)�the aggregate principal amount of funds on deposit in each series� Principal Funding Account,

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for the ninth largest dealer (based on the principal amount of dealer notes of such dealer owned by the Issuing Entity), 2.50% of the sum of (i)�the aggregate principal balance of dealer notes in the Issuing Entity, (ii)�the aggregate principal amount of funds on deposit in the Excess Funding Account and (iii)�the aggregate principal amount of funds on deposit in each series� Principal Funding Account, and

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for each remaining dealer (based on the principal amount of dealer notes of such dealer owned by the Issuing Entity), 2.00% of the sum of (i)�the aggregate principal balance of dealer notes in the Issuing Entity, (ii)�the aggregate principal amount of funds on deposit in the Excess Funding Account and (iii)�the aggregate principal amount of funds on deposit in each series� Principal Funding Account.�

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2. Effectiveness. This Amendment shall become effective upon (A)�receipt by Navistar Financial of a signature page signed by each of the signatories hereto and (B)�the earliest of (i)�satisfaction of the Rating Agency Condition for the Series 2013-1 Notes and the Series 2013-2 Notes, (ii)�the consent of the Holders of the Series 2013-1 Notes and the Series 2013-2 Notes evidencing not less than a majority of the Outstanding Principal Amount of the Controlling Class of each such series and (iii)�the satisfaction and discharge of the Series 2013-1 Notes and the Series 2013-2 Notes.

3. Limitation of Liability of Owner Trustee. It is expressly understood and agreed by the parties hereto that (i)�this Amendment is executed and delivered by Deutsche Bank Trust Company Delaware not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it, (ii)�each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as a personal representation, undertaking or agreement by Deutsche Bank Trust Company Delaware but is made and intended for the purpose of binding only the Issuing Entity, (iii)�nothing herein contained will be construed as creating any liability on Deutsche Bank Trust Company Delaware individually or personally, to perform any covenant of the Issuing Entity either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties to this Amendment and by any Person claiming by, through or under them and (iv)�under no circumstances will Deutsche Bank Trust Company Delaware be personally liable for the payment of any indebtedness or expenses of the Issuing Entity or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity under this Amendment or any related documents.

4. Miscellaneous. This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York, without reference to the conflict of law provisions thereof or any other jurisdiction, other than Section�5-1401 and Section�5-1402 of the New York General Obligations Law, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. The provisions of this Amendment shall be deemed to be incorporated in, and made a part of, the Pooling and Servicing Agreement; and the Pooling and Servicing Agreement, as amended by this Amendment, shall be read, taken and construed as one and the same instrument.

5. Certificateholder. By its execution of this Amendment, NFSC, as the sole certificateholder holding 100% of the Ownership Interest (as defined in the Trust Agreement), acknowledges receipt of the notification required by Section�11.01(d) of the Pooling and Servicing Agreement, waives the prior notice requirement with respect to the Amendment required by Section�4.1 of the Trust Agreement and hereby authorizes and in accordance with Section�6.4 of the Trust Agreement directs the Owner Trustee to execute this Amendment on behalf of the Issuing Entity. The Certificateholder hereby certifies that it is the sole certificateholder of the Issuing Entity.

6. Series 2012-VFN Noteholders. By its execution of this Amendment, each of Bank of America, National Association, The Bank of Nova Scotia and Credit Suisse AG, New York Branch, as the Series 2012-VFN Noteholders, acknowledges receipt of the notification required by Section�11.01(d) of the Pooling and Servicing Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.�2 to the Pooling and Servicing Agreement to be duly executed by their respective officers as of the date first written above.

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The undersigned hereby consent to the

execution of this Amendment No.�2 to the Pooling and Servicing Agreement

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BANK�OF�AMERICA,�NATIONAL�ASSOCIATION,
as Administrative Agent
By:	�	/s/ Adarsh Dhand
Name: Adarsh Dhand
Title: Vice President
BANK�OF�AMERICA,�NATIONAL�ASSOCIATION, as�a�Committed�Purchaser�and�Managing�Agent�for the Bank of America Purchaser Group
By:	�	/s/ Adarsh Dhand
Name: Adarsh Dhand
Title: Vice President

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THE BANK OF NOVA SCOTIA, as�a�Committed�Purchaser�and�Managing�Agent�for�the Liberty Street Purchaser Group
By:	�	/s/ Paula J. Czach
Name:	�	Paula J. Czach
Title:	�	Managing Director
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

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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 Ruchelsman
Name:	�	Jason Ruchelsman
Title:	�	Vice President
By:	�	/s/ Oliver Nisenson
Name:	�	Oliver Nisenson
Title:	�	Director
CREDIT SUISSE AG, NEW YORK BRANCH, as the Managing Agent for the Alpine Purchaser Group
By:	�	/s/ Jason Ruchelsman
Name:	�	Jason Ruchelsman
Title:	�	Vice President
By:	�	/s/ Oliver Nisenson
Name:	�	Oliver Nisenson
Title:	�	Director
CREDIT�SUISSE�AG,�CAYMAN�ISLANDS�BRANCH, as a Committed Purchaser for the Alpine Purchaser Group
By:	�	/s/ Jason Ruchelsman
Name:	�	Jason Ruchelsman
Title:	�	Vice President
By:	�	/s/ Oliver Nisenson
Name:	�	Oliver Nisenson
Title:	�	Director

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