AMENDMENT NO. 9 TO NOTE PURCHASE AGREEMENT

Exhibit 10.1

EXECUTION COPY

AMENDMENT NO. 9

TO

NOTE PURCHASE AGREEMENT

THIS AMENDMENT NO. 9 TO NOTE PURCHASE AGREEMENT (this “Amendment”) dated as of May 31, 2017, is entered into among Navistar Financial Securities Corporation, as the Seller (the “Seller”), Navistar Financial Corporation (“NFC”), as the Servicer (in such capacity, the “Servicer”), New York Life Insurance Company (“NY Life”), as a Managing Agent and as a Committed Purchaser, New York Life Insurance and Annuity Corporation (“NYLIAC”), as a Managing Agent and as a Committed 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 Ltd. (“Alpine”), as a Conduit Purchaser, and Bank of America, National Association (“Bank of America”; together with NY Life, NYLIAC, 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. Capitalized terms used herein without definition shall have the meanings set forth or incorporated by reference in the Agreement, the Indenture or the Indenture Supplement, as applicable.

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 (as amended by Amendment No. 1 to Note Purchase Agreement dated as of March 18, 2013, Amendment No. 2 to Note Purchase Agreement dated as of September 13, 2013, Amendment No. 3 to Note Purchase Agreement dated as of March 12, 2014, Amendment No. 4 to Note Purchase Agreement dated as of January 26, 2015, Amendment No. 5 to Note Purchase Agreement dated as of October 30, 2015, Amendment No. 6 to Note Purchase Agreement dated as of February 24, 2016, Amendment No. 7 to Note Purchase Agreement dated as of May 27, 2016 and Amendment No. 8 to Note Purchase Agreement dated as of November 18, 2016, the “Agreement”).

B.     Pursuant to Section 11.01 of the Agreement, the parties to the Agreement desire to extend the Scheduled Purchase Expiration Date and to further amend the Agreement as set forth in this Amendment.

C.     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.

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“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Sanction(s)” means any sanction administered or enforced by the United States Government (including without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority.

The Issuing Entity is not a “covered fund” as defined by the regulations implementing Section 619 of the Dodd-Frank Wall Street and Consumer Protection Act (commonly known as the “Volcker Rule”). In making such determination, the Issuing Entity is relying on the exclusion from the definition of “investment company” under the Investment Company Act contained in Section 3(c)(5) under the Investment Company Act, although there may be additional exclusions or exemptions available to the Issuing Entity.

(n)     Neither the Issuing Entity nor the Transferor, nor, to the knowledge of the Issuing Entity and the Transferor, any director, officer, employee, agent or affiliate thereof, is an individual or entity that is (i) currently the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority or (iii) located (to the extent in violation of Sanctions), organized or resident (to the extent in violation of Sanctions) in a Designated Jurisdiction.

(o)     The Issuing Entity and the Transferor are in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other relevant jurisdictions and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

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The Issuing Entity is not a “covered fund” as defined by the regulations implementing Section 619 of the Dodd-Frank Wall Street and Consumer Protection Act (commonly known as the “Volcker Rule”). In making such determination, the Issuing Entity is relying on the exclusion from the definition of “investment company” under the Investment Company Act contained in Section 3(c)(5) under the Investment Company Act, although there may be additional exclusions or exemptions available to the Issuing Entity.

(n)     None of NFC, the Issuing Entity or the Transferor, or, to the knowledge of NFC, the Issuing Entity and the Transferor, any director, officer, employee, agent or affiliate thereof, is an individual or entity that is (i) currently the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority or (iii) located (to the extent in violation of Sanctions), organized or resident (to the extent in violation of Sanctions) in a Designated Jurisdiction.

(o)     NFC, the Issuing Entity and the Transferor are in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other relevant jurisdictions and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

Except as provided in Section 11.05, any information obtained by the Purchasers, the Managing Agents, the Administrative Agent or their agents or representatives

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pursuant to this Section 7.02 shall be held in confidence by each of the Purchasers, the Managing Agents, the Administrative Agent and their applicable agents and representatives unless and to the extent such information (i) has become available to the public, (ii) is obtained from a third-party not known to have a legal, fiduciary or contractual obligation of confidentiality to NFC or the Transferor, (iii) is independently developed or arrived by the Purchasers, Managing Agents, the Administrative Agent or their agents or representatives without reference to information obtained hereunder, (iv) is required or requested by any Governmental Authority or in any court proceeding or other legal process or (v) is required by any Governmental Rule. In the case of any disclosure permitted by clause (iv) or (v), each of the Purchasers, the Managing Agents and the Administrative Agent shall use commercially reasonable efforts to the extent not legally prohibited and as reasonably practicable (x) provide the Transferor with advance notice of any such disclosure and (y) cooperate with the Transferor in limiting the extent or effect of any such disclosure.

SECTION 7.10. Anti-Corruption Laws; Sanctions. So long as any Committed Purchaser shall have any Commitment hereunder, any Series 2012-VFN Note remains outstanding or any other obligation (other than contingent indemnification obligations) hereunder shall remain unpaid or unsatisfied, the Issuing Entity, the Transferor and NFC:

(a)     shall maintain policies and procedures designed to promote and achieve compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other relevant jurisdictions;

(b)     shall not directly or indirectly, use or otherwise make available the proceeds of any Incremental Funded Amount to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, in each case, in any manner that will result in a violation of Sanctions by any individual or entity participating in this transaction, whether as Committed Purchaser, Conduit Lender, Managing Agent, Administrative Agent or otherwise; and

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(c) shall not directly or indirectly use the proceeds of any Incremental Funded Amount for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other relevant jurisdictions.

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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.

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