0001193125-10-205832 Sample Contracts

FIRST AMENDMENT
Navistar International Corp • September 8th, 2010 • Motor vehicles & passenger car bodies • New York

FIRST AMENDMENT, dated as of June 28, 2010 (collectively with each of the Acknowledgement and Consents hereto (which are incorporated by reference herein), the “Amendment”), to the Amended and Restated Credit Agreement, dated as of December 16, 2009 (as modified prior to the date hereof, the “Existing Credit Agreement”), among Navistar Financial Corporation (the “Company” or “US Borrower”), a Delaware corporation, Navistar Financial, S.A. de C.V., Sociedad Financiera de Objeto Multiple, Entidad No Regulada (the “Mexican Borrower”, and together with the US Borrower, the “Borrowers”), a Mexican corporation, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., as Syndication Agent, and The Bank of Nova Scotia, as Documentation Agent.

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FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • September 8th, 2010 • Navistar International Corp • Motor vehicles & passenger car bodies • New York

THIS FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”) dated as of June 21, 2010, is entered into among Navistar Financial Securities Corporation (the “Seller”), Navistar Financial Corporation (“Servicer”), Kitty Hawk Funding Corporation, (“KHFC”), as a Conduit Purchaser, Liberty Street Funding LLC (“Liberty Street”), as a Conduit Purchaser, The Bank of Nova Scotia (“BNS”), as a Managing Agent and a Committed Purchaser, and Bank of America, National Association (“Bank of America”), as a Managing Agent, the Administrative Agent and a Committed Purchaser.

NAVISTAR INTERNATIONAL CORPORATION AND CONSOLIDATED SUBSIDIARIES MATERIAL CONTRACTS
Contracts • September 8th, 2010 • Navistar International Corp • Motor vehicles & passenger car bodies

The following documents of Navistar International Corporation, its principal subsidiary Navistar, Inc. and its indirect subsidiary Navistar Financial Corporation are incorporated herein by reference.

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