Exhibit 10
NAVISTAR FINANCIAL CORPORATION
AND SUBSIDIARIES
MATERIAL CONTRACTS
The following material contracts of Navistar Financial
Corporation and Navistar International Transportation Corp. are
incorporated herein by reference:
10.1 Pooling and Servicing Agreement dated as of December 1,
1990, among the Corporation, as Servicer, Navistar
Financial Securities Corporation, as Seller, and
Manufacturers Hanover Trust Company, as Trustee. Filed on
Registration No. 33-36767.
10.2 Purchase Agreement dated as of December 1, 1990, between
the Corporation and Navistar Financial Securities
Corporation, as Purchaser, with respect to the Dealer Note
Trust 1990. Filed on Registration No. 33-36767.
10.3 Security, Pledge and Trust Agreement between the
Corporation and Bankers Trust Company, Trustee, dated as
of April 26, 1993. Filed on Form 8-K dated April 30,
1993. Commission File No. 1-4146-1.
10.4 Amended and Restated Purchase Agreement among Truck Retail
Instalment Paper Corp., as Seller, the Corporation,
certain purchasers, Chemical Bank and Bank of America
Illinois, formerly known as Continental Bank N.A. as Co-
Agents, and X.X. Xxxxxx Delaware as Administrative Agent,
dated as of April 26, 1993. Filed on Form 8-K dated April
30, 1993. Commission File No. 1-4146-1.
10.5 Master Intercompany Agreement dated as of April 26, 1993,
between the Corporation and Transportation. Filed on Form
8-K dated April 30, 1993. Commission File No. 1-4146-1.
10.6 Intercompany 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.
10.7 Purchase Agreement dated as of November 10, 1993, between
the Corporation and Navistar Financial Retail Receivables
Corporation, as Purchaser, with respect to Navistar
Financial 1993-A Owner Trust. Filed on Registration No.
33-50291.
10.8 Pooling and Servicing Agreement dated as of November 10,
1993, among the Corporation, as Servicer, and Navistar
Financial Retail Receivables Corporation, as Seller, and
Navistar Financial 1993-A Owner Trust, as Issuer. Filed
on Registration No. 33-50291.
E-3
Exhibit 10 (Continued)
NAVISTAR FINANCIAL CORPORATION
AND SUBSIDIARIES
MATERIAL CONTRACTS
10.9 Trust Agreement dated as of November 10, 1993, between
Navistar Financial Retail Receivables Corporation, as
Seller, and Chemical Bank Delaware, as Owner Trustee, with
respect to Navistar Financial 1993-A Owner Trust. Filed
on Registration No. 33-50291.
10.10 Indenture dated as of November 10, 1993, between Navistar
Financial 1993-A Owner Trust and The Bank of New York, as
Indenture Trustee, with respect to Navistar Financial 1993-
A Owner Trust. Filed on Registration No. 33-50291.
10.11 Purchase Agreement dated as of May 3, 1994, between the
Corporation and Navistar Financial Retail Receivables
Corporation, as Purchaser, with respect to Navistar
Financial 1994-A Owner Trust. Filed on Registration No.
33-50291.
10.12 Pooling and Servicing Agreement dated as of May 3, 1994,
among the Corporation, as Servicer, and Navistar Financial
Retail Receivables Corporation, as Seller, and Navistar
Financial 1994-A Owner Trust, as Issuer. Filed on
Registration No. 33-50291.
10.13 Trust Agreement dated as of May 3, 1994, between Navistar
Financial Retail Receivables Corporation, as Seller, and
Chemical Bank Delaware, as Owner Trustee, with respect to
Navistar Financial 1994-A Owner Trust. Filed on
Registration No. 33-50291.
10.14 Indenture dated as of May 3, 1994, between Navistar
Financial 1994-A Owner Trust and The Bank of New York, as
Indenture Trustee, with respect to Navistar Financial 1994-
A Owner Trust. Filed on Registration No. 33-50291.
10.15 Purchase Agreement dated as of August 3, 1994, between the
Corporation and Navistar Financial Retail Receivables
Corporation, as Purchaser, with respect to Navistar
Financial 1994-B Owner Trust. Filed on Registration No.
33-50291.
10.16 Pooling and Servicing Agreement dated as of August 3,
1994, among the Corporation, as Servicer, and Navistar
Financial Retail Receivables Corporation, as Seller, and
Navistar Financial 1994-B Owner Trust, as Issuer. Filed
on Registration No. 33-50291.
10.17 Trust Agreement dated as of August 3, 1994, between
Navistar Financial Retail Receivables Corporation, as
Seller, and Chemical Bank Delaware, as Owner Trustee, with
respect to Navistar Financial 1994-B Owner Trust. Filed
on Registration No. 33-50291.
E-4
Exhibit 10 (Continued)
NAVISTAR FINANCIAL CORPORATION
AND SUBSIDIARIES
MATERIAL CONTRACTS
10.18 Indenture dated as of August 3, 1994, between Navistar
Financial 1994-B Owner Trust and The Bank of New York, as
Indenture Trustee, with respect to Navistar Financial 1994-
B Owner Trust. Filed on Registration No. 33-50291.
10.19 Amended and Restated Credit Agreement dated as of November 4,
1994, among the Corporation, certain banks, certain Co-
Arranger banks, and Xxxxxx Guaranty Trust Company of New
York, as Administrative Agent. Filed on Form 8-K dated
November 4, 1994. Commission File No. 1-4146-1.
10.20 Liquidity Agreement dated as of November 7, 1994, among
NFC Asset Trust, as Borrower, Chemical Bank, Bank of
America Illinois, The Bank of Nova Scotia, and Xxxxxx
Guaranty Trust Company of New York, as Co-Arrangers, and
Chemical Bank, as Administrative Agent. Filed on Form 8-K
dated November 4, 1994. Commission File No. 1-4146-1.
10.21 Appendix A to Liquidity Agreement at Exhibit 10.20. Filed
on Form 8-K dated November 4, 1994. Commission File No. 1-
4146-1.
10.22 Collateral Trust Agreement dated as of November 7, 1994,
between NFC Asset Trust and Bankers Trust Company, as
Trustee. Filed on Form 8-K dated November 4, 1994.
Commission File No. 1-4146-1.
10.23 Administration Agreement dated as of November 7, 1994,
between NFC Asset Trust and the Corporation, as
Administrator. Filed on Form 8-K dated November 4, 1994.
Commission File No. 1-4146-1.
10.24 Trust Agreement dated as of November 7, 1994, between
Truck Retail Instalment Paper Corp., as Depositor, and
Chemical Bank Delaware, as Owner Trustee. Filed on Form 8-
K dated November 4, 1994. Commission File No. 1-4146-1.
10.25 Servicing Agreement dated as of November 7, 1994, between
the Corporation, as Servicer, and Truck Retail Instalment
Paper Corp. Filed on Form 8-K dated November 4, 1994.
Commission File No. 1-4146-1.
10.26 Servicing Agreement dated as of November 7, 1994, between
the Corporation, as Servicer, and NFC Asset Trust. Filed
on Form 8-K dated November 4, 1994. Commission File No. 1-
4146-1.
E-5
Exhibit 10 (Continued)
NAVISTAR FINANCIAL CORPORATION
AND SUBSIDIARIES
MATERIAL CONTRACTS
10.27 Receivables Purchase Agreement dated as of November 7,
1994, between Truck Retail Instalment Paper Corp., as
Seller, and NFC Asset Trust, as Purchaser. Filed on Form
8-K dated November 4, 1994. Commission File No. 1-4146-1.
10.28 Retail Receivables Purchase Agreement dated as of November
7, 1994, between Truck Retail Instalment Paper Corp. and
the Corporation. Filed on Form 8-K dated November 4,
1994. Commission File No. 1-4146-1.
10.29 Lease Receivables Purchase Agreement dated as of November
7, 1994, between Truck Retail Instalment Paper Corp. and
Navistar Leasing Corporation. Filed on Form 8-K dated
November 4, 1994. Commission File No. 1-4146-1.
10.30 Purchase Agreement dated as of December 15, 1994, between
the Corporation and Navistar Financial Retail Receivables
Corporation, as Purchaser, with respect to Navistar
Financial 1994-C Owner Trust. Filed on Registration No.
33-55865.
10.31 Pooling and Servicing Agreement dated as of December 15,
1994, among the Corporation, as Servicer, and Navistar
Financial Retail Receivables Corporation, as Seller, and
Navistar Financial 1994-C Owner Trust, as Issuer. Filed
on Registration No. 33-55865.
10.32 Trust Agreement dated as of December 15, 1994, between
Navistar Financial Retail Receivables Corporation, as
Seller, and Chemical Bank Delaware, as Owner Trustee, with
respect to Navistar Financial 1994-C Owner Trust. Filed
on Registration No. 33-55865.
10.33 Indenture dated as of December 15, 1994, between Navistar
Financial 1994-C Owner Trust and The Bank of New York, as
Indenture Trustee, with respect to Navistar Financial 1994-
C Owner Trust. Filed on Registration No. 33-55865.
10.34 Purchase Agreement dated as of May 25, 1995, between the
Corporation and Navistar Financial Retail Receivables
Corporation, as Purchaser, with respect to Navistar
Financial 1995-A Owner Trust. Filed on Registration No.
33-55865.
10.35 Pooling and Servicing Agreement dated as of May 25, 1995,
among the Corporation, as Servicer, and Navistar Financial
Retail Receivables Corporation, as Seller, and Navistar
Financial 1995-A Owner Trust, as Issuer. Filed on
Registration No. 33-55865.
E-6
Exhibit 10 (Continued)
NAVISTAR FINANCIAL CORPORATION
AND SUBSIDIARIES
MATERIAL CONTRACTS
10.36 Trust Agreement dated as of May 25, 1995, between Navistar
Financial Retail Receivables Corporation, as Seller, and
Chemical Bank Delaware, as Owner Trustee, with respect to
Navistar Financial 1995-A Owner Trust. Filed on
Registration No. 33-55865.
10.37 Indenture dated as of May 25, 1995, between Navistar
Financial 1995-A Owner Trust and The Bank of New York, as
Indenture Trustee, with respect to Navistar Financial 1995-
A Owner Trust. Filed on Registration No. 33-55865.
10.38 Pooling and Servicing Agreement dated as of June 8, 1995,
among the Corporation, as Servicer, Navistar Financial
Securities Corporation, as Seller, Chemical Bank, as 1990
Trust Trustee, and The Bank of New York, as Master Trust
Trustee. Filed on Registration No. 33-87374.
10.39 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 Certificateholders. Filed
on Registration No. 33-87374.
10.40 Class A-4 Supplement to the 1990 Pooling and Servicing
Agreement dated June 8, 1995, among the Corporation, as
Servicer, Navistar Financial Securities Corporation, as
Seller, and Chemical Bank (Successor to Manufacturers
Hanover Trust Company), as Trustee. Filed on Registration
No. 33-87374.
10.41 Purchase Agreement dated as of June 8, 1995, between the
Corporation and Navistar Financial Securities Corporation,
as Purchaser, with respect to the Dealer Note Master
Trust. Filed on Registration No. 33-87374.
10.42 Purchase Agreement dated as of November 1, 1995, between
the Corporation and Navistar Financial Retail Receivables
Corporation, as Purchaser, with respect to Navistar
Financial 1995-B Owner Trust. Filed on Registration No.
33-55865.
10.43 Pooling and Servicing Agreement dated as of November 1,
1995, among the Corporation, as Servicer, and Navistar
Financial Retail Receivables Corporation, as Seller, and
Navistar Financial 1995-B Owner Trust, as Issuer. Filed
on Registration No. 33-55865.
E-7
Exhibit 10 (Continued)
NAVISTAR FINANCIAL CORPORATION
AND SUBSIDIARIES
MATERIAL CONTRACTS
10.44 Trust Agreement dated as of November 1, 1995, between
Navistar Financial Retail Receivables Corporation, as
Seller, and Chemical Bank Delaware, as Owner Trustee, with
respect to Navistar Financial 1995-B Owner Trust. Filed
on Registration No. 33-55865.
10.45 Indenture dated as of November 1, 1995, between Navistar
Financial 1995-B Owner Trust and The Bank of New York, as
Indenture Trustee, with respect to Navistar Financial 1995-
B Owner Trust. Filed on Registration No. 33-55865.
10.46 Amendment No. 1 dated as of March 29, 1996, to the Loan
and Security Agreement dated as of November 7, 1994,
between Truck Retail Instalment Paper Corp. ("TRIP") and
NFC Asset Trust (the "Trust") filed on Form 8-K dated June
5, 1996. Commission File No. 1-4146-1.
10.47 Amendment No. 1 and Consent dated as of March 29, 1996, to
the Liquidity Agreement dated as of November 7, 1994,
among NFC Asset Trust, certain lenders, and Chemical Bank,
as Administrative Agent for the lenders filed on Form 8-K
dated June 5, 1996. Commission File No. 1-4146-1.
10.48 Amendment No. 2 dated as of March 29, 1996, to the Amended
and Restated Credit Agreement dated as of November 4,
1994, as amended by Amendment No. 1 dated as of December
15, 1995, among the Corporation, certain banks, certain Co-
Arranger banks, and Xxxxxx Guaranty Trust Company of New
York, as Administrative Agent filed on Form 8-K dated June
5, 1996. Commission File No. 1-4146-1.
10.49 Purchase Agreement dated as of May 30, 1996, between the
Corporation and Navistar Financial Retail Receivables
Corporation, as Purchaser, with respect to Navistar
Financial 1996-A Owner Trust. Filed on Registration No.
33-55865.
10.50 Pooling and Servicing Agreement dated as of May 30, 1996,
among the Corporation, as Servicer, and Navistar Financial
Retail Receivables Corporation, as Seller, and Navistar
Financial 1996-A Owner Trust, as Issuer. Filed on
Registration No. 33-55865.
10.51 Trust Agreement dated as of May 30, 1996, between Navistar
Financial Retail Receivables Corporation, as Seller, and
Chemical Bank Delaware, as Owner Trustee, with respect to
Navistar Financial 1996-A Owner Trust. Filed on
Registration No. 33-55865.
E-8
Exhibit 10 (Continued)
NAVISTAR FINANCIAL CORPORATION
AND SUBSIDIARIES
MATERIAL CONTRACTS
10.52 Indenture dated as of November 6, 1996, between Navistar
Financial 1995-B Owner Trust and The Bank of New York, as
Indenture Trustee, with respect to Navistar Financial 1996-
A Owner Trust. Filed on Registration No. 33-55865.
10.53 Purchase Agreement dated as of November 6, 1996, between
the Corporation and Navistar Financial Retail Receivables
Corporation, as Purchaser, with respect to Navistar
Financial 1996-B Owner Trust. Filed on Registration No.
33-55865.
10.54 Pooling and Servicing Agreement dated as of November 6,
1996, among the Corporation, as Servicer, and Navistar
Financial Retail Receivables Corporation, as Seller, and
Navistar Financial 1996-B Owner Trust, as Issuer. Filed
on Registration No. 33-55865.
10.55 Trust Agreement dated as of November 6, 1996, between
Navistar Financial Retail Receivables Corporation, as
Seller, and Chemical Bank Delaware, as Owner Trustee, with
respect to Navistar Financial 1996-B Owner Trust. Filed
on Registration No. 33-55865.
10.56 Indenture dated as of November 6, 1996, between Navistar
Financial 1995-B Owner Trust and The Bank of New York, as
Indenture Trustee, with respect to Navistar Financial 1996-
B Owner Trust. Filed on Registration No. 33-55865.
E-9
