0000950137-04-001589 Sample Contracts

AMENDMENT NUMBER 4 TO THE MASTER INTERCOMPANY AGREEMENT
Master Intercompany Agreement • March 8th, 2004 • Navistar Financial Corp • Miscellaneous business credit institution • Illinois

THIS AMENDMENT NUMBER 4 (this “Amendment”) to the Master Intercompany Agreement (the “Agreement”) dated as of April 26, 1993, as amended from time to time, between International Truck and Engine Corporation (f/k/a Navistar International Transportation Corp.), a Delaware corporation (“International”), and Navistar Financial Corporation, a Delaware corporation (“NFC”), is made and entered into effective as of the 17th day of February 2004 between International and NFC.

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NAVISTAR FINANCIAL CORPORATION AND SUBSIDIARIES
Credit Agreement • March 8th, 2004 • Navistar Financial Corp • Miscellaneous business credit institution

The following instruments of Navistar Financial Corporation defining the rights of security holders are incorporated herein by reference:

FIRST AMENDMENT
Credit Agreement • March 8th, 2004 • Navistar Financial Corp • Miscellaneous business credit institution • New York

FIRST AMENDMENT, dated as of July 15, 2002 (this “Amendment”), representing an amendment to the Credit Agreement, dated as of December 8, 2000 (as amended, supplemented or otherwise modified, the “Credit Agreement”), among NAVISTAR FINANCIAL CORPORATION, a Delaware corporation, ARRENDADORA FINANCIERA NAVISTAR, S.A. DE C.V., a Mexican corporation, SERVICIOS FINANCIEROS NAVISTAR, S.A. DE C.V., a Mexican corporation, and NAVISTAR COMERCIAL, S.A. DE C.V., a Mexican corporation (each, a “Borrower” and collectively, the “Borrowers”), the several lenders from time to time parties thereto (the “Lenders”), JPMORGAN CHASE BANK (f/k/a The Chase Manhattan Bank), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A., as syndication agent (in such capacity, the “Syndication Agent”), and THE BANK OF NOVA SCOTIA, as documentation agent (in such capacity, the “Documentation Agent”).

NAVISTAR FINANCIAL CORPORATION AND SUBSIDIARIES
Master Inter-Company Agreement, Inter-Company Purchase Agreement, Pooling and Servicing Agreement • March 8th, 2004 • Navistar Financial Corp • Miscellaneous business credit institution
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