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. Filed under File No. 001-04146.
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. Filed under File No.
001-04146.
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 under File 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 under File No. 033-87374.
10.5 Series 1998-1 Supplement to the Pooling and Servicing Agreement
dated as of July 17, 1998, 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
1998-1 Certificateholders. Filed as Exhibit 4.1 to Navistar
Financial Securities Corporation's Form 8-K dated December 4,
2003. Filed under File No. 033-87374.
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 as Exhibit
1.1 on Form 8-K dated February 24, 2000. Filed under File No.
033-87374.
10.7 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 under File No. 033-87374.
10.8 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 under File No. 001-04146.
10.9 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 under File No. 001-04146.
10.10 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 under
File No. 001-04146.
10.11 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 under File No.
001-04146.
10.12 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 under
File No. 001-04146.
10.13 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 under File No. 001-04146.
10.14 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 under File No. 033-50291.
10.15 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 under File No. 033-50291.
10.16 Trust Agreement dated as of April 27, 2001, between Navistar
Financial Retail Receivables Corporation, as Seller, and Chase
Manhattan Bank USA, National Association, 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 under File No. 033-50291.
10.17 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 under File No. 033-50291.
10.18 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 under File No. 001-04146.
10.19 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 under File No. 033-50291.
10.20 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 under File No. 033-50291.
10.21 Trust Agreement dated as of November 1, 2001, between Navistar
Financial Retail Receivables Corporation, as Seller, and Chase
Manhattan Bank USA, National Association, 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 under File No. 033-50291.
10.22 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 under File No. 033-50291.
10.23 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 under File No. 033-50291.
10.24 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 under File No. 033-50291.
10.25 Trust Agreement dated as of April 30, 2002, between Navistar
Financial Retail Receivables Corporation, as Seller, and Chase
Manhattan Bank USA, National Association, 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 under File No. 033-50291.
10.26 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 under File No. 033-50291.
10.27 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
under File No. 001-04146.
10.28 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 under File No. 033-50291.
10.29 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 under File No. 033-50291.
10.30 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 under File No. 033-50291.
10.31 Trust Agreement dated as of November 19, 2002, between Navistar
Financial Retail Receivables Corporation, as Seller, and Chase
Manhattan Bank USA, National Association, 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 under File No. 033-50291.
10.32 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
under File No. 033-50291.
10.33 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 under File No. 033-50291.
10.34 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 under
File No. 033-50291.
10.35 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 under File No. 033-50291.
10.36 Trust Agreement dated as of June 5, 2003, between Navistar
Financial Retail Receivables Corporation, as Seller, and Chase
Manhattan Bank USA, National Association, 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 under File No. 033-50291.
10.37 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 under File No. 033-50291.
10.38 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 under File No. 033-87374.
10.39 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 under File No. 033-50291.
10.40 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 under File No. 033-50291.
10.41 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 under File No. 033-50291.
10.42 Trust Agreement dated as of October 31, 2003, between Navistar
Financial Retail Receivables Corporation, as Seller, and Chase
Manhattan Bank USA, National Association, 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 under File No. 033-50291.
10.43 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 under File No. 033-50291.
10.44 Fourth Amendment to the Master Inter-company Agreement dated as of
April 26, 1993, between the Corporation and International. Filed
as Exhibit 3.1 to the Corporation's Form 10-Q dated March 8,
2004. Filed under File No. 001-04146.
10.45 First Amendment to the 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 3.2 to the
Corporation's Form 10-Q dated March 8, 2004. Filed under File No.
001-04146.
10.46 Purchase Agreement dated as of April 1, 2004, between the
Corporation and Navistar Financial Retail Receivables Corporation,
as Purchaser, with respect to Navistar Financial 2004-A Owner
Trust, as Issuer. Filed as Exhibit 99.1 to Navistar Financial
Retail Receivables Corporation Owner Trust 2004-A's Form 8-K dated
April 5, 2004. Filed under File No. 000-00000-00.
10.47 Pooling Agreement dated as of April 1, 2004, among the
Corporation, as Servicer, and Navistar Financial Retail
Receivables Corporation, as Seller, and Navistar Financial 2004-A
Owner Trust, as Issuer. Filed as Exhibit 4.1 to Navistar
Financial Retail Receivables Corporation Owner Trust 2004-A's Form
8-K dated April 5, 2004. Filed under File No. 000-00000-00.
10.48 Servicing Agreement dated as of April 1, 2004, among the
Corporation, as Servicer, and Navistar Financial Retail
Receivables Corporation, as Seller, and Navistar Financial 2004-A
Owner Trust, as Issuer. Filed as Exhibit 99.3 to Navistar
Financial Retail Receivables Corporation Owner Trust 2004-A's Form
8-K dated April 5, 2004. Filed under File No. 000-00000-00.
10.49 Trust Agreement dated as of April 1, 2004, between Navistar
Financial Retail Receivables Corporation, as Seller, and Chase
Manhattan Bank USA, National Association, as Owner Trustee, with
respect to Navistar Financial 2004-A Owner Trust. Filed as
Exhibit 4.3 to Navistar Financial Retail Receivables Corporation
Owner Trust 2004-A's Form 8-K dated April 5, 2004. Filed under File
No. 000-00000-00.
10.50 Indenture dated as of April 1, 2004, between Navistar Financial
2004-A Owner Trust and The Bank of New York, as Indenture Trustee,
with respect to Navistar Financial 2004-A Owner Trust. Filed as
Exhibit 4.2 to Navistar Financial Retail Receivables Corporation
Owner Trust 2004-A's Form 8-K dated April 5, 2004. Filed under File
No. 000-00000-00.
10.51 First Amendment to the 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 as Exhibit 99 on Form 10-Q dated June 9, 2004.
Filed under File No. 001-04146.
