Exhibit 10
NAVISTAR FINANCIAL CORPORATION
AND SUBSIDIARIES
MATERIAL CONTRACTS
The following documents of Navistar Financial Corporation are incorporated
herein by reference:
10.1 Master Inter-company Agreement dated as of April 26, 1993,
between the Corporation and International. Filed on Form
8-K dated April 30, 1993. Commission File No. 1-4146-1.
10.2 Inter-company Purchase Agreement dated as of April 26,
1993, between the Corporation and Truck Retail Instalment
Paper Corp. Filed on Form 8-K dated April 30, 1993.
Commission File No. 1-4146-1.
10.3 Pooling and Servicing Agreement dated as of June 8, 1995,
among the Corporation, as Servicer, Navistar Financial
Securities Corporation, as Seller, The Chase Manhattan
Bank, as 1990 Trust Trustee, and The Bank of New York, as
Master Trust Trustee. Filed as Exhibit 4.1 to Navistar
Financial Securities Corporation's Form 8-K dated December
12, 2003. Filed on Registration No. 033-87374.
10.4 Series 1995-1 Supplement to the Pooling and Servicing
Agreement dated as of June 8, 1995, among the Corporation,
as Servicer, Navistar Financial Securities Corporation, as
Seller, and The Bank of New York, as Master Trust Trustee
on behalf of the Series 1995-1 Certificate holders. Filed
as Exhibit 4.1 to Navistar Financial Securities
Corporation's Form 8-K dated December 4, 2003. Filed on
Commission No. 033-87374.
10.5 Series 1998-1 Supplement to the Pooling and Servicing
Agreement dated as of July 17, 1998, among Navistar
Financial Corporation, as Servicer, Navistar Financial
Securities Corporation, as Seller, and the Bank of New
York, as Master Trust Trustee on behalf of the Series
1998-1 Certificateholders. Filed as Exhibit 4.1 to
Navistar Financial Securities Corporation's Form 8-K dated
December 4, 2003. Filed on Registration No. 333-30737.
10.6 Certificate Purchase Agreement dated as of January 28,
2000, between Navistar Financial Securities Corporation,
as seller, the Corporation, as Servicer, Receivable
Capital Corporation, as the Conduit Purchaser, Bank of
America, National Association, as administrative Agent for
the Purchasers, and Bank of America, National Association,
as a Committed Purchaser. Filed on Form 8-K dated
February 24, 2000. Filed on Commission No. 033-87374.
10.7 Purchase Agreement dated as of March 9, 2000, between the
Corporation and Navistar Financial Retail Receivables
Corporation, as Purchaser, with respect to Navistar
Financial 2000-A Owner Trust, as Issuer. Filed as Exhibit
10.1 to Navistar Financial Retail Receivables
Corporation Form 8-K dated March 24, 2000. Filed on
Registration No. 333-62445.
10.8 Pooling and Servicing Agreement dated as of March 9, 2000,
among the Corporation, as Servicer, and Navistar Financial
Retail Receivables Corporation, as Seller, and Navistar
Financial 2000-A Owner Trust, as Issuer. Filed as Exhibit
10.2 to Navistar Financial Retail Receivables
Corporation's Form 8-K dated March 24, 2000. Filed on
Registration No. 333-62445.
10.9 Trust Agreement dated as of March 9, 2000, between
Navistar Financial Retail Receivables Corporation, as
Seller, and Chase Manhattan Bank Delaware, as Owner
Trustee, with respect to Navistar Financial 2000-A Owner
Trust. Filed as Exhibit 4.2 to Navistar Financial Retail
Receivables Corporation's Form 8-K dated March 24, 2000.
Filed on Registration No. 333-62445.
10.10 Indenture dated as of March 9, 2000, between Navistar
Financial 2000-A Owner Trust and The Bank of New York, as
Indenture Trustee, with respect to Navistar Financial
2000-A Owner Trust. Filed as Exhibit 4.1 to Navistar
Financial Retail Receivables Corporation's Form 8-K dated
March 24, 2000. Filed on Registration No. 333-62445.
10.11 Series 2000-1 Supplement to the Pooling and Servicing
Agreement dated as of July 13, 2000, among Navistar
Financial Corporation, as Servicer, Navistar Financial
Securities Corporation, as Seller, and the Bank of New
York, as Master Trust Trustee on behalf of the Series
2000-1 Certificateholders. Filed as Exhibit 4.1 to
Navistar Financial Securities Corporation's Form 8-K dated
July 14, 2000. Filed on Registration No. 333-32960.
10.12 Purchase Agreement dated as of November 1, 2000, between
the Corporation and Navistar Financial Retail Receivables
Corporation, as Purchaser, with respect to Navistar
Financial 2000-B Owner Trust, as Issuer. Filed as Exhibit
99.1 to Navistar Financial Retail Receivables
Corporation's Form 8-K dated December 5, 2003. Filed on
Registration No. 333-62445.
10.13 Pooling and Servicing Agreement dated as of November 1,
2000, among the Corporation, as Servicer, and Navistar
Financial Retail Receivables Corporation, as Seller, and
Navistar Financial 2000-B Owner Trust, as Issuer. Filed
as Exhibit 4.1 to Navistar Financial Retail Receivables
Corporation's Form 8-K dated December 5, 2003. Filed on
Registration No. 333-62445.
10.14 Trust Agreement dated as of November 1, 2000, between
Navistar Financial Retail Receivables Corporation, as
Seller, and Chase Manhattan Bank Delaware, as Owner
Trustee, with respect to Navistar Financial 2000-B Owner
Trust. Filed as Exhibit 4.3 to Navistar Financial Retail
Receivables Corporation's Form 8-K dated December 5,
2003. Filed on Registration No. 333-62445.
10.15 Indenture dated as of November 1, 2000, between Navistar
Financial 2000-B Owner Trust and The Bank of New York, as
Indenture Trustee, with respect to Navistar Financial
2000-B Owner Trust. Filed as Exhibit 4.2 to Navistar
Financial Retail Receivables Corporation's Form 8-K dated
December 5, 2003. Filed on Commission No. 333-62445.
10.16 Servicing Agreement dated as of October 16, 2000, between
the Corporation, as Servicer, and Navistar Leasing
Corporation, Harco Leasing Company, Inc., Truck Retail
Instalment Paper Corp, The Bank of New York as Collateral
Agent, and Bank One National Association, as Portfolio
Trustee. Filed as Exhibit 10.01 to Navistar Financial
Corporation's Form 10-Q dated March 15, 2001. Filed on
Commission No. 1-4146-1.
10.17 Receivables Purchase Agreement dated as of October 16,
2000, between Truck Retail Instalment Paper Corp. and the
Corporation. Filed as Exhibit 10.02 to Navistar Financial
Corporation's Form 10-Q dated March 15, 2001. Filed on
Commission No. 1-4146-1.
10.18 Indenture Agreement dated as of October 16, 2000, between
Truck Retail Instalment Paper Corp., as Issuer, and The
Bank of New York, as Indenture Trustee. Filed as Exhibit
10.03 to Navistar Financial Corporation's Form 10-Q dated
March 15, 2001. Filed on Commission No. 1-4146-1.
10.19 Series 2000-1 Supplement dated as of October 16, 2000, to
the Indenture also dated October 16, 2000 between Truck
Retail Instalment Paper Corp., as Issuer, and The Bank of
New York, as Indenture Trustee. Filed as Exhibit 10.04 to
Navistar Financial Corporation's Form 10-Q dated March 15,
2001. Filed on Commission No. 1-4146-1.
10.20 Credit Agreement dated as of December 8, 2000, between the
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, and the
Chase Manhattan Bank, as Administrative Agent, Bank of
America, N.A., as Syndication Agent, and the Bank of Nova
Scotia, as Documentation Agent, with respect to
$820,000,000 Revolving Credit and Competitive Advance
Facility. Filed as Exhibit 10.05 to Navistar Financial
Corporation's Form 10-Q dated March 15, 2001. Filed on
Commission No. 1-4146-1.
10.21 Security, Pledge and Trust Agreement dated as of June 8,
2001, between the Corporation and Bankers Trust Company,
as Trustee, pursuant to the terms of the Credit
Agreement. Filed as Exhibit 10.01 to Navistar Financial
Corporation's Form 10-K dated December 18, 2003. Filed on
Commission No. 1-4146-1.
10.22 Purchase Agreement dated as of April 27, 2001, between the
Corporation and Navistar Financial Retail Receivables
Corporation, as Purchaser, with respect to Navistar
Financial 2001-A Owner Trust, as Issuer. Filed as Exhibit
99.1 to Navistar Financial Retail Receivables
Corporation's Form 8-K dated May 3, 2001. Filed on
Commission No. 033-50291.
10.23 Pooling and Servicing Agreement dated as of April 27,
2001, among the Corporation, as Servicer, and Navistar
Financial Retail Receivables Corporation, as Seller, and
Navistar Financial 2001-A Owner Trust, as Issuer. Filed
as Exhibit 4.1 to Navistar Financial Retail Receivables
Corporation's Form 8-K dated May 3, 2001. Filed on
Commission No. 033-50291.
10.24 Trust Agreement dated as of April 27, 2001, between
Navistar Financial Retail Receivables Corporation, as
Seller, and Chase Manhattan Bank Delaware, as Owner
Trustee, with respect to Navistar Financial 2001-A Owner
Trust. Filed as Exhibit 4.3 to Navistar Financial Retail
Receivables Corporation's Form 8-K dated May 3, 2001.
Filed on Commission No. 033-50291.
10.25 Indenture dated as of April 27, 2001, between Navistar
Financial 2001-A Owner Trust and The Bank of New York, as
Indenture Trustee, with respect to Navistar Financial
2001-A Owner Trust. Filed as Exhibit 4.2 to Navistar
Financial Retail Receivables Corporation's Form 8-K dated
May 3, 2001. Filed on Commission No. 033-50291.
10.26 Supplement No. 1, dated as of July 24, 2001, to Indenture
agreement dated October 16, 2000, among Truck Retail
Instalment Paper Corp. and The Bank of New York, to amend
the Indenture to (i) revise the definition of "Series
2000-1 Loss Reserve Specified Balance", and (ii) revise
the Amortization Events filed on Form 8-K dated August 6,
2001. Filed on Form 8-K dated August 6, 2001. Filed on
Commission No. 1-4146-1.
10.27 Purchase Agreement dated as of November 1, 2001, between
the Corporation and Navistar Financial Retail Receivables
Corporation, as Purchaser, with respect to Navistar
Financial 2001-B Owner Trust, as Issuer. Filed as Exhibit
99.1 to Navistar Financial Retail Receivables
Corporation's Form 8-K dated November 6, 2001. Filed on
Commission No. 033-50291.
10.28 Pooling and Servicing Agreement dated as of November 1,
2001, among the Corporation, as Servicer, and Navistar
Financial Retail Receivables Corporation, as Seller, and
Navistar Financial 2001-B Owner Trust, as Issuer. Filed
as Exhibit 4.1 to Navistar Financial Retail Receivables
Corporation's Form 8-K dated November 6, 2001. Filed on
Commission No. 033-50291.
10.29 Trust Agreement dated as of November 1, 2001, between
Navistar Financial Retail Receivables Corporation, as
Seller, and Chase Manhattan Bank Delaware, as Owner
Trustee, with respect to Navistar Financial 2001-B Owner
Trust. Filed as Exhibit 4.3 to Navistar Financial Retail
Receivables Corporation's Form 8-K dated November 6,
2001. Filed on Commission No. 033-50291.
10.30 Indenture dated as of November 1, 2001, between Navistar
Financial 2001-B Owner Trust and The Bank of New York, as
Indenture Trustee, with respect to Navistar Financial
2001-B Owner Trust. Filed as Exhibit 4.2 to Navistar
Financial Retail Receivables Corporation's Form 8-K dated
November 6, 2001. Filed on Commission No. 033-50291.
10.31 Purchase Agreement dated as of April 30, 2002, between the
Corporation and Navistar Financial Retail Receivables
Corporation, as Purchaser, with respect to Navistar
Financial 2002-A Owner Trust, as Issuer. Filed as Exhibit
99.1 to Navistar Financial Retail Receivables
Corporation's Form 8-K dated May 3, 2002. Filed on
Registration No. 333-62445 and 333-67112.
10.32 Pooling and Servicing Agreement dated as of April 30,
2002, among the Corporation, as Servicer, and Navistar
Financial Retail Receivables Corporation, as Seller, and
Navistar Financial 2002-A Owner Trust, as Issuer. Filed
as Exhibit 4.1 to Navistar Financial Retail Receivables
Corporation's Form 8-K dated May 3, 2002. Filed on
Registration No. 333-62445 and 333-67112.
10.33 Trust Agreement dated as of April 30, 2002, between
Navistar Financial Retail Receivables Corporation, as
Seller, and Chase Manhattan Bank Delaware, as Owner
Trustee, with respect to Navistar Financial 2002-A Owner
Trust. Filed as Exhibit 4.3 to Navistar Financial Retail
Receivables Corporation's Form 8-K dated May 3, 2002.
Filed on Registration No. 333-62445 and 333-67112.
10.34 Indenture dated as of April 30, 2002, between Navistar
Financial 2002-A Owner Trust and The Bank of New York, as
Indenture Trustee, with respect to Navistar Financial
2002-A Owner Trust. Filed as Exhibit 4.2 to Navistar
Financial Retail Receivables Corporation's Form 8-K dated
May 3, 2002. Filed on Registration No. 333-62445 and
333-67112.
10.35 Supplement No. 2, dated as of July 31, 2002, to Indenture
agreement dated October 16, 2000, among Truck Retail
Instalment Paper Corp. and The Bank of New York, to amend
the Indenture to (i) revise the definition of "Series
2000-1 Loss Reserve Specified Balance," and (ii) revise
the definition of "Reserve Account Trigger Event." Filed
on Form 8-K dated November 27, 2002. Filed on Commission
No. 1-4146-1.
10.36 Purchase Agreement dated as of November 19, 2002, between
the Corporation and Navistar Financial Retail Receivables
Corporation, as Purchaser, with respect to Navistar
Financial 2002-B Owner Trust, as Issuer. Filed as Exhibit
99.1 to Navistar Financial Retail Receivables
Corporation's Form 8-K dated November 25, 2002. Filed on
Registration No. 333-67112.
10.37 Pooling Agreement dated as of November 19, 2002, among the
Corporation, as Servicer, and Navistar Financial Retail
Receivables Corporation, as Seller, and Navistar Financial
2002-B Owner Trust, as Issuer. Filed as Exhibit 4.1 to
Navistar Financial Retail Receivables Corporation's Form
8-K dated November 25, 2002. Filed on Registration No.
333-67112.
10.38 Servicing Agreement dated as of November 19, 2002, among
the Corporation, as Servicer, and Navistar Financial
Retail Receivables Corporation, as Seller, and Navistar
Financial 2002-B Owner Trust, as Issuer. Filed as Exhibit
99.3 to Navistar Financial Retail Receivables
Corporation's Form 8-K dated November 25, 2002. Filed on
Registration No. 333-67112.
10.39 Trust Agreement dated as of November 19, 2002, between
Navistar Financial Retail Receivables Corporation, as
Seller, and Chase Manhattan Bank Delaware, as Owner
Trustee, with respect to Navistar Financial 2002-B Owner
Trust. Filed as Exhibit 4.3 to Navistar Financial Retail
Receivables Corporation's Form 8-K dated November 25,
2002. Filed on Registration No. 333-67112.
10.40 Indenture dated as of November 19, 2002, between Navistar
Financial 2002-B Owner Trust and The Bank of New York, as
Indenture Trustee, with respect to Navistar Financial
2002-B Owner Trust. Filed as Exhibit 4.2 to Navistar
Financial Retail Receivables Corporation's Form 8-K dated
November 25, 2002. Filed on Registration No. 333-67112.
10.41 Purchase Agreement dated as of June 5, 2003, between the
Corporation and Navistar Financial Retail Receivables
Corporation, as Purchaser, with respect to Navistar
Financial 2003-A Owner Trust, as Issuer. Filed as Exhibit
99.1 to Navistar Financial Retail Receivables
Corporation's Form 8-K dated June 11, 2003. Filed on
Registration No. 333-67112.
10.42 Pooling Agreement dated as of June 5, 2003, among the
Corporation, as Servicer, and Navistar Financial Retail
Receivables Corporation, as Seller, and Navistar Financial
2003-A Owner Trust, as Issuer. Filed as Exhibit 4.1 to
Navistar Financial Retail Receivables Corporation's Form
8-K dated June 11, 2003. Filed on Registration No.
333-67112.
10.43 Servicing Agreement dated as of June 5, 2003, among the
Corporation, as Servicer, and Navistar Financial Retail
Receivables Corporation, as Seller, and Navistar Financial
2003-A Owner Trust, as Issuer. Filed as Exhibit 99.3 to
Navistar Financial Retail Receivables Corporation's Form
8-K dated June 11, 2003. Filed on Registration No.
333-67112.
10.44 Trust Agreement dated as of June 5, 2003, between Navistar
Financial Retail Receivables Corporation, as Seller, and
Chase Manhattan Bank Delaware, as Owner Trustee, with
respect to Navistar Financial 2003-A Owner Trust. Filed
as Exhibit 4.3 to Navistar Financial Retail Receivables
Corporation's Form 8-K dated June 11, 2003. Filed on
Registration No. 333-67112.
10.45 Indenture dated as of June 5, 2003, between Navistar
Financial 2003-A Owner Trust and The Bank of New York, as
Indenture Trustee, with respect to Navistar Financial
2003-A Owner Trust. Filed as Exhibit 4.2 to Navistar
Financial Retail Receivables Corporation's Form 8-K dated
June 11, 2003. Filed on Registration No. 333-67112.
10.46 Series 2003-1 Supplement to the Pooling and Servicing
Agreement dated as of July 13, 2003, among Navistar
Financial Corporation, as Servicer, Navistar Financial
Securities Corporation, as Seller, and the Bank of New
York, as Master Trust Trustee on behalf of the Series
2003-1 Certificateholders. Filed as Exhibit 4.1 to
Navistar Financial Securities Corporation's Form 8-K dated
July 11, 2003. Filed on Registration No. 000-000000-00.
10.47 Purchase Agreement dated as of October 31, 2003, between
the Corporation and Navistar Financial Retail Receivables
Corporation, as Purchaser, with respect to Navistar
Financial 2003-B Owner Trust, as Issuer. Filed as Exhibit
99.1 to Navistar Financial Retail Receivables
Corporation's Form 8-K dated November 5, 2003. Filed on
Registration No. 333-67112.
10.48 Pooling Agreement dated as of October 31, 2003, among the
Corporation, as Servicer, and Navistar Financial Retail
Receivables Corporation, as Seller, and Navistar Financial
2003-B Owner Trust, as Issuer. Filed as Exhibit 4.1 to
Navistar Financial Retail Receivables Corporation's Form
8-K dated November 5, 2003. Filed on Registration No.
333-67112.
10.49 Servicing Agreement dated as of October 31, 2003, among
the Corporation, as Servicer, and Navistar Financial
Retail Receivables Corporation, as Seller, and Navistar
Financial 2003-B Owner Trust, as Issuer. Filed as Exhibit
99.3 to Navistar Financial Retail Receivables
Corporation's Form 8-K dated November 5, 2003. Filed on
Registration No. 333-67112.
10.50 Trust Agreement dated as of October 31, 2003, between
Navistar Financial Retail Receivables Corporation, as
Seller, and Chase Manhattan Bank Delaware, as Owner
Trustee, with respect to Navistar Financial 2003-B Owner
Trust. Filed as Exhibit 4.3 to Navistar Financial Retail
Receivables Corporation's Form 8-K dated November 5,
2003. Filed on Registration No. 333-67112.
10.51 Indenture dated as of October 31, 2003, between Navistar
Financial 2003-B Owner Trust and The Bank of New York, as
Indenture Trustee, with respect to Navistar Financial
2003-B Owner Trust. Filed as Exhibit 4.2 to Navistar
Financial Retail Receivables Corporation's Form 8-K dated
November 5, 2003. Filed on Registration No. 333-67112.
