NAVISTAR INTERNATIONAL CORPORATION AND CONSOLIDATED SUBSIDIARIES -------------- -------------------------------------------------------------------------- INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
EXHIBIT
4
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NAVISTAR
INTERNATIONAL CORPORATION
AND
CONSOLIDATED SUBSIDIARIES
----------------------------------------------------------------------------------------
INSTRUMENTS
DEFINING RIGHTS OF SECURITY HOLDERS,
INCLUDING
INDENTURES
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The
following instruments of Navistar International Corporation and
its
principal subsidiary International Truck and Engine Corporation,
and its
principal subsidiary Navistar Financial Corporation defining the
rights of
security holders are incorporated herein by reference.
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4.1
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Indenture,
dated as of May 31, 2001, by and between Navistar International
Corporation, International Truck and Engine Corporation and BNY
Midwest
Trust Company, as Trustee, for 9 3/8%
Senior Notes due 2006 for $400,000,000. Filed on Registration No.
333-64626 as Exhibit 4.3.
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4.2
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Note
Purchase Agreement, dated as of June 15, 2001, as amended from
time to
time, between International Truck and Engine Corporation and the
State of
Wisconsin Investment Board for 9.95% Senior Notes due 2011 for
$19,000,000. The Registrant agrees to furnish to the Commission
upon
request a copy of such agreement, which it has elected not to file
under
the provisions of Regulation 601(b)(4)(iii).
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4.3
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555,000,000
Mexican Peso Credit Agreement dated as of July 25, 2001, as restructured
as of May 14, 2004, and amended as of June 7, 2005,
by
and among Servicios Financieros Navistar, S.A. de C.V., Arrendadora
Financiera Navistar, S.A. de C.V., Navistar Comercial, S.A. de
C.V. and
Banco Nacional de Obras y Servicios Publicos, S.N.C. The
Registrant agrees to furnish to the Commission upon request a copy
of such
agreement which it has elected not to file under the provisions
of
Regulation 601(b)(4)(iii).
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4.4
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First
Supplement to Indenture, dated as of August 22, 2001, by and among
Navistar International Corporation, International Truck and Engine
Corporation and BNY Midwest Trust Company, as Trustee, for 9 3/8%
Senior Notes due 2006 for $400,000,000. Filed as Exhibit 4.19 to
Annual
Report on Form 10-K dated December 18, 2001. Commission File No.
1-9618.
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4.5
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$40,000,000
Revolving Credit Agreement dated as of August 26, 2004, by and
among
Arrendadora Financiera Navistar, S.A. de C.V. and Servicios Financieros
Navistar, S.A. de C.V. and Export Development Canada. The Registrant
agrees to furnish to the Commission upon request a copy of such
agreement,
which it has elected not to file under the provisions of Regulation
601(b)(4)(iii).
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4.6
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100,000,000
Mexican Peso Revolving Credit Agreement dated as of August 10,
2004, and
amended as of May 24, 2005, by and among Arrendadora
Financiera Navistar, S.A. de C.V. and Servicios Financieros Navistar,
S.A.
de C.V. and
Comerica Xxxx Xxxxxx, S.A. The
Registrant agrees to furnish to the Commission upon request a copy
of such
agreement which it has elected not to file under the provisions
of
Regulation 601(b)(4)(iii).
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4.7
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120,000,000
Mexican Peso Revolving Credit Agreement dated as of February 27,
2002, by
and between Arrendadora
Financiera Navistar, S.A. de C.V., as borrower, and Nacional Financiera,
S.N.C., as lender. The
Registrant agrees to furnish to the Commission upon request a copy
of such
agreement which it has elected not to file under the provisions
of
Regulation 601(b)(4)(iii).
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E-2
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EXHIBIT
4 (continued)
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NAVISTAR
INTERNATIONAL CORPORATION
AND
CONSOLIDATED SUBSIDIARIES
----------------------------------------------------------------------------------------
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INSTRUMENTS
DEFINING RIGHTS OF SECURITY HOLDERS,
INCLUDING
INDENTURES
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4.8
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120,000,000
Mexican Peso Revolving Credit Agreement dated as of February 27,
2002, by
and between Servicios Financieros Navistar,
S.A. de C.V., as borrower, and Nacional Financiera, S.N.C., as
lender.
The
Registrant agrees to furnish to the Commission upon request a copy
of such
agreement which it has elected not to file under the provisions
of
Regulation 601(b)(4)(iii).
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4.9
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Navistar
International Corporation Restated Stock Certificate filed as Exhibit
4.20
to Form 10-Q dated March 11, 2002. Commission File No.
1-9618.
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4.10
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Indenture,
dated as of March 25, 2002, by and among Navistar Financial Corporation,
Navistar International Corporation and BNY Midwest Trust Company,
as
Trustee, for Navistar Financial Corporation’s 4.75% Subordinated
Exchangeable Notes due 2009 for $220,000,000. Filed as Exhibit
4.1 to Form
S-3 dated May 7, 2002. Registration No. 333-87716.
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4.11
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Registration
Rights Agreement, dated as of March 25, 2002, by and among Navistar
Financial Corporation, Navistar International Corporation, Xxxxxxx
Xxxxx
Xxxxxx, Inc. and Banc of America Securities, LLC. Filed as Exhibit
4.2 to
Form S-3 dated May 7, 2002. Registration No. 333-87716.
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4.12
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170,000,000
Mexican Peso Revolving Credit Agreement dated as of May 12, 2004,
and
amended as of May 9, 2005, by and among Servicios Financieros Navistar,
S.A. de C.V., and Arrendadora Financiera Navistar, S.A. de C.V.
as
borrower and Ixe Banco, S.A., as lender. The Registrant agrees
to furnish
to the Commission upon request a copy of such agreement which it
has
elected not to file under the provisions of Regulation 601
(b)(4)(iii).
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4.13
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$8,000,000 Revolving Credit Agreement dated as of September 29, 2003 and as amended on November 17, 2004, by and between Servicios Financieros Navistar, S.A. de C.V, as borrower and HSBC Mexico, S.A. (f/k/a Banco Internacional, S.A.), as lender. The Registrant agrees to furnish to the Commission upon request a copy of such agreement which it has elected not to file under the provisions of Regulation 601 (b)(4)(iii). | |||
4.14
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80,000,000 Mexican Peso Revolving Credit Agreement dated as of August 30, 2004, by and between Servicios Financieros Navistar, S.A. de C.V., as borrower and Banco Invex, S.A., as lender. The Registrant agrees to furnish to the Commission upon request a copy of such agreement which it has elected not to file under the provisions of Regulation 601 (b)(4)(iii). | |||
4.15
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200,000,000 Mexican Peso Revolving Credit Agreement dated as of October 16, 2002, and ratified on March 16, 2005, by and among Servicios Financieros Navistar, S.A. de C.V. and Arrendadora Financiera Navistar, S.A. de C.V., as borrowers and Scotiabank Inverlat, S.A., as lender. The Registrant agrees to furnish to the Commission upon request a copy of such agreement which it has elected not to file under the provisions of Regulation 601 (b)(4)(iii). | |||
4.16
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Registration Rights Agreement, dated as of November 8, 2002, by and between Navistar International Corporation and the Investors party thereto. Filed as Exhibit 4.3 to Form S-3 dated December 6, 2002. Registration No. 333-101684. | |||
E-3
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EXHIBIT
4 (continued)
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NAVISTAR
INTERNATIONAL CORPORATION
AND
CONSOLIDATED SUBSIDIARIES
----------------------------------------------------------------------------------------
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INSTRUMENTS
DEFINING RIGHTS OF SECURITY HOLDERS,
INCLUDING
INDENTURES
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4.17
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Indenture,
dated as of December 16, 2002, by and among Navistar International
Corporation, International Truck and Engine Corporation and BNY
Midwest
Trust Company, as Trustee, for Navistar International Corporation’s 2.50%
Senior Convertible Notes due 2007 for $190,000,000. Filed as Exhibit
4.3
to Form S-3 dated February 25, 2003. Registration No.
333-103437.
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4.18
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Registration
Rights Agreement, dated as of December 16, 2002, by and between
Navistar
International Corporation and Credit Suisse First Boston Corporation.
Filed as Exhibit 4.2 to Form S-3 dated February 25, 2003. Registration
No.
333-103437.
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4.19
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$3,000,000
Revolving Credit Agreement dated as of September 29, 2003, and
as amended
on November 17, 2004, by and between Arrendadora Financiera Navistar,
S.A.
de C.V., as borrower and HSBC Mexico S.A. (f/k/a Banco Internacional,
S.A.), as lender. The Registrant agrees to furnish to the Commission
upon
request a copy of such agreement which it has elected not to file
under
the provisions of Regulation 601 (b)(4)(iii).
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4.20
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100,000,000
Mexican Peso Revolving Credit Agreement dated as of December 11,
2003, by
and between Arrendadora Financiera Navistar, S.A. de C.V., as borrower,
and Nacional Financiera, S.N.C., as lender. The Registrant agrees
to
furnish to the Commission upon request a copy of such agreement
which it
has elected not to file under the provisions of Regulation 601
(b)(4)(iii).
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4.21
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100,000,000
Mexican Peso Revolving Credit Agreement dated as of December 11,
2003, by
and between Servicios Financieros Navistar, S.A. de C.V., as borrower,
and
Nacional Financiera, S.N.C., as lender. The Registrant agrees to
furnish
to the Commission upon request a copy of such agreement which it
has
elected not to file under the provisions of Regulation 601
(b)(4)(iii).
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4.22
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$50,000,000
Mexican Peso Revolving Credit Agreement dated as of May 18, 2004
and
amended as of November 10, 2004, between Servicios Financieros
Navistar,
S.A. de C.V., as borrower and Banco Mercantil del Norte, S.A.,
as lender.
The Registrant agrees to furnish to the Commission upon request
a copy of
such agreement which it has elected not to file under the provisions
of
Regulation 601 (b)(4)(iii).
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4.23
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$85,000,000
Mexican Peso Revolving Credit Agreement dated as of May 31, 2005,
between
Servicios Financieros Navistar, S.A. de C.V., as borrower and Banco
del
Bajio, S.A., as lender. The Registrant agrees to furnish to the
Commission
upon request a copy of such agreement which it has elected not
to file
under the provisions of Regulation 601 (b)(4)(iii).
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4.24
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$40,000,000
Mexican Peso Revolving Credit Agreement dated as of May 31, 2005,
between
Arrendadora Financiera Navistar, S.A. de C.V., as borrower and
Banco del
Bajio, S.A., as lender. The Registrant agrees to furnish to the
Commission
upon request a copy of such agreement which it has elected not
to file
under the provisions of Regulation 601 (b)(4)(iii).
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E-4
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EXHIBIT
4 (continued)
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NAVISTAR
INTERNATIONAL CORPORATION
AND
CONSOLIDATED SUBSIDIARIES
----------------------------------------------------------------------------------------
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INSTRUMENTS
DEFINING RIGHTS OF SECURITY HOLDERS,
INCLUDING
INDENTURES
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4.25
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$50,000,000
Mexican Peso Revolving Credit Agreements dated as of June 11, 2004,
between Servicios Financieros Navistar, S.A. de C.V., and Arrendadora
Financiera Navistar, S.A. de C.V as borrowers and Banco Ve por
Más, S.A.,
as lender. The Registrant agrees to furnish to the Commission upon
request
a copy of such agreements which it has elected not to file under
the
provisions of Regulation 601 (b)(4)(iii).
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4.26
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Indenture,
dated as of June 2, 2004, by and among Navistar International Corporation,
International Truck and Engine Corporation and BNY Midwest Trust
Company,
as Trustee, for 7 1/2% Senior Notes due 2011 for $250,000,000.
Filed as
Exhibit 4.1 to Current Report on Form 8-K dated June 4, 2004. Commission
File No. 1-9618.
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4.27
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First
Supplement to Indenture, dated as of June 2, 2004, by and among
Navistar
International Corporation, International Truck and Engine Corporation
and
BNY Midwest Trust Company, as Trustee, for 7 1/2% Senior Notes
due 2011
for $250,000,000. Filed
as Exhibit 4.2 to Current Report on Form 8-K dated June 4, 2004.
Commission File No. 1-9618.
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4.28
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Second
Supplement to Indenture, dated as of June 2, 2004, by and among
Navistar
International Corporation, International Truck
and Engine Corporation and BNY Midwest Trust Company, as Trustee,
for 9
3/8% Senior Notes due 2006 for $400,000,000. Filed as Exhibit 4.3
to
Current Report on Form 8-K dated June 4, 2004. Commission File
No.
1-9618.
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4.29
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First
Supplement to Indenture, dated as of June 11, 2004, by and among
Navistar
Financial Corporation, Navistar International Corporation and BNY
Midwest
Trust Company, as Trustee, for Navistar Financial Corporation's
4.75%
Subordinated Exchangeable Notes due 2009 for $220,000,000. Filed
as
Exhibit 4.33 to Form 10-Q dated and filed September 10, 2004. Commission
File No. 1-9618.
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4.30
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Indenture,
dated as of March 2, 2005, by and among Navistar International
Corporation, International Truck and Engine Corporation and The
Bank of
New York Trust Company, as Trustee, for its 6¼% Senior Notes due 2012 for
$400,000,000. Filed as Exhibit 4.35 to Form 10-Q dated and filed
April 25,
2005. Commission File No. 1-9618.
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4.31
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Registration
Rights Agreement, dated as of March 2, 2005, by and among, Navistar
International Corporation, Banc of America Securities LLC , Citigroup
Global Markets Inc., X.X. Xxxxxx Securities Inc., Credit Suisse
First
Boston LLC, Scotia Capital (USA) Inc., BNY Capital Markets, Inc.
and RBC
Capital Markets Corporation. Filed as Exhibit 4.34 to Form 10-Q
dated and
filed April 25, 2005. Commission File No. 1-9618.
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4.32
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10,000,000
Mexican Peso Revolving Credit Agreement dated as of March 2, 2005,
by and
between Arrendadora Financiera Navistar, S.A. de C.V., as borrower
and
Banco Invex, S.A., as lender. The Registrant agrees to furnish
to the
Commission upon request a copy of such agreement which it has elected
not
to file under the provisions of Regulation 601
(b)(4)(iii).
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E-5
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EXHIBIT
4 (continued)
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NAVISTAR
INTERNATIONAL CORPORATION
AND
CONSOLIDATED SUBSIDIARIES
----------------------------------------------------------------------------------------
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INSTRUMENTS
DEFINING RIGHTS OF SECURITY HOLDERS,
INCLUDING
INDENTURES
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4.33
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$500,000,000
Mexican Peso Short Term Commercial Paper Program (Programa de Certificados
Bursátiles a Corto Plazo) authorized on April 15, 2005, by Servicios
Financieros Navistar, S.A. de C.V. and placed in the market by
the
intermediate underwriter ScotiaInverlat Casa de Bolsa, S.A. de
C.V. The
Registrant agrees to furnish to the Commission upon request a copy
the
agreement dated April 27, 2005 between the two parts, which it
has elected
not to file under the provisions of Regulation
601(b)(4)(iii).
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4.34
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87,720,000
Mexican Peso Credit Guaranty Agreement dated as of December 2,
2004, by
and between Servicios Financieros Navistar,
S.A. de C.V., as borrower, and Nacional Financiera, S.N.C., as
partial
Guarantor of a 516,000,000 Mexican Peso Securities Certificates
(Certificados Bursátiles) issued through a Trust in Banco X.X. Xxxxxx,
S.A. The
Registrant agrees to furnish to the Commission upon request a copy
of such
agreement which it has elected not to file under the provisions
of
Regulation 601(b)(4)(iii).
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4.35
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Amended
and Restated Credit Agreement for $1,200,000,000 Revolving Credit
and
Competitive Advance Facility dated as of July 1, 2005, between
Navistar
Financial Corporation, Arrendadora Financiera Navistar, S.A. de
C.V.,
Servicios Financieros Navistar, S.A. de C.V. and Navistar Comercial,
S.A.
de C.V., as borrowers, lenders party hereto, The Chase Manhattan
Bank as
Administrative Agent, Bank of America as Syndication Agent and
Bank of
Nova Scotia as Documentation Agent. Filed as Exhibit 10.01 to Navistar
Financial Corporation's Form 8-K dated and filed September 1, 2005.
Commission File No. 1-4146.
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The
following documents of Navistar International Corporation and its
affiliates are filed herewith:
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4.36
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Amended
and Restated Guarantee, dated as of July 1, 2005, made by Navistar
International Corporation, in favor of The Chase Manhattan Bank,
as
Administrative Agent, for the lenders parties to the Amended and
Restated
Credit Agreement, dated as of July 1, 2005, among Navistar Financial
Corporation and Arrendadora Financiera Navistar, S.A. de C.V.,
Servicios
Financieros Navistar, S.A. de C.V. and Navistar Comercial, S.A.
de C.V.,
the Lenders, Bank of America, N.A., as syndication agent, The Bank
of Nova
Scotia, as documentation agent, and the Administrative
Agent.
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Instruments
defining the rights of holders of other unregistered long-term
debt of
Navistar and its subsidiaries have been omitted from this exhibit
index
because the amount of debt authorized under any such instrument
does not
exceed 10% of the total assets of the Registrant and its consolidated
subsidiaries. The Registrant agrees to furnish a copy of any such
instrument to the Commission upon request.
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E-6
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