NAVISTAR INTERNATIONAL CORPORATION
AND CONSOLIDATED SUBSIDIARIES
----------------------------------------------------------------------------------------
INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS,
INCLUDING INDENTURES
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.
4.1 Indenture, dated as of February 4, 1998, by and between Navistar International Corporation and
Xxxxxx Trust and Savings Bank, as Trustee, for 7% Senior Notes due 2003 for $100,000,000. Filed on
Registration No. 333-47063.
4.2 Indenture, dated as of February 4, 1998, by and between Navistar International Corporation and
Xxxxxx Trust and Savings Bank, as Trustee, for 8% Senior Subordinated Notes due 2008 for
$250,000,000. Filed on Registration No. 333-47063.
4.3 $100,000,000 Revolving Credit Agreement dated as of July 9, 1999, as amended by Amendment No. 7
dated as of April 25, 2001, among Arrendadora Financiera Navistar, S.A. de C.V., Servicios
Financieros Navistar, S.A. de C.V. and Navistar Comercial, S.A. de C.V. and Banco Nacional de
Mexico, S.A. de C.V. 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).
4.4 $50,000,000 Mexican Peso Credit Agreement dated as of November 22, 2000, by and between 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).
4.5 Credit Agreement for $820,000,000 Revolving Credit and Competitive Advance Facility dated as of
December 8, 2000, 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 10.05 to
Navistar Financial Corporation's Form 10-Q dated March 15, 2001. Commission File No. 1-4146-1.
4.6 Guarantee, dated as of December 8, 2000, made by Navistar International Corporation, in favor of
The Chase Manhattan Bank, as Administrative Agent, for the lenders parties to the Credit Agreement,
dated as of December 8, 2000, 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. Filed as Exhibit 10.07 to Navistar Financial
Corporation's Form 10-Q dated March 15, 2001. Commission File No. 1-4146-1.
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EXHIBIT 4 (continued)
NAVISTAR INTERNATIONAL CORPORATION
AND CONSOLIDATED SUBSIDIARIES
----------------------------------------------------------------------------------------
INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS,
INCLUDING INDENTURES
4.7 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.
4.8 First Supplement to 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 7% Senior Notes due 2003 for $100,000,000. Filed on Registration No. 333-64626.
4.9 First Supplement to 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 8% Senior Subordinated Notes due 2008 for $250,000,000. Filed on Registration No. 333-64626.
4.10 Note Purchase Agreement, dated as of June 15, 2001, as amended by Amendment dated August 16, 2001,
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).
4.11 $250,000,000 Mexican Peso Credit Agreement dated as of July 25, 2001, as amended by Amendment No. 2
dated as of August 21, 2002, by and between 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).
4.12 First Supplement to Indenture, dated as of August 22, 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 as Exhibit 4.19 to Annual Report on Form
10-K dated December 18, 2001. Commission File No. 1-9618.
4.13 Second Supplement to Indenture, dated as of August 22, 2001, by and between Navistar International
Corporation, International Truck and Engine Corporation and BNY Midwest Trust Company, as Trustee,
for 8% Senior Subordinated Notes due 2008 for $250,000,000. Filed as Exhibit 4.20 to Annual Report
on Form 10-K dated December 18, 2001. Commission File No. 1-9618.
4.14 $30,000,000 Revolving Credit Agreement dated as of October 25, 2001, as amended by Amendment No. 2
dated as of August 29, 2002, 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).
E-3
EXHIBIT 4 (continued)
NAVISTAR INTERNATIONAL CORPORATION
AND CONSOLIDATED SUBSIDIARIES
----------------------------------------------------------------------------------------
INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS,
INCLUDING INDENTURES
4.15 $500,000,000 Mexican Peso Medium Term Promissory Notes Program issued November 22, 2001, by
Servicios Financieros Navistar, S.A. de C.V. and placed in the market by the intermediate
underwriter Casa de Bolsa Citibank, S.A. de C.V. 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 $200,000,000 Mexican Peso Revolving Credit Agreement dated as of November 27, 2001, as amended by
Amendment No. 3 dated as of January 31, 2003, and renewed on this same date, 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).
4.17 $120,000,000 Mexican Peso Revolving Credit Agreement dated as of February 27, 2002, among
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).
4.18 $120,000,000 Mexican Peso Revolving Credit Agreement dated as of February 27, 2002, among 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).
4.19 Navistar International Corporation Restated Stock Certificate filed as Exhibit 4.20 to Form 10-Q
dated March 11, 2002. Commission File No. 1-9618.
4.20 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.
4.21 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.
E-4
EXHIBIT 4 (continued)
NAVISTAR INTERNATIONAL CORPORATION
AND CONSOLIDATED SUBSIDIARIES
----------------------------------------------------------------------------------------
INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS,
INCLUDING INDENTURES
4.22 $141,000,000 Mexican Peso Revolving Credit Agreement dated as of May 14, 2002, among Servicios
Financieros Navistar, S.A. de C.V. and Arrendadora Financiera Navistar, S.A. de C.V., as borrowers
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).
4.23 $10,000,000 Revolving Credit Agreement dated as of May 31, 2002, among Servicios Financieros
Navistar, S.A. de C.V. and Arrendadora Financiera Navistar, S.A. de C.V., as borrowers and 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).
4.24 $50,000,000 Mexican Peso Revolving Credit Agreement dated as of June 24, 2002, 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).
4.25 $200,000,000 Mexican Peso Revolving Credit Agreement dated as of October 16, 2002, 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).
4.26 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.
4.27 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.
4.28 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.
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.
E-5
