0000808450-06-000047 Sample Contracts

Second Supplemental to 4.75% Subordinated Exchangeable Notes Indenture
Navistar International Corp • March 24th, 2006 • Motor vehicles & passenger car bodies • New York

This Second Supplement to Indenture (the “Second Supplement”) is dated as of March 24, 2006 by and among Navistar International Corporation, a Delaware corporation (the “Company”), and BNY Midwest Trust Company, an Illinois banking corporation (the “Trustee”), with respect to the Company’s 4.75% Subordinated Exchangeable Notes due 2009 (the “Notes”). Capitalized terms used but not otherwise defined in this Second Supplement shall have the meanings ascribed to such terms in the Indenture (hereinafter defined).

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