<PAGE>

                                                                     Exhibit 4.2

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                      8% SENIOR SUBORDINATED NOTES DUE 2008


                      -------------------------------------


                          FIRST SUPPLEMENT TO INDENTURE

                            DATED AS OF MAY 31, 2001


                      -------------------------------------


                       NAVISTAR INTERNATIONAL CORPORATION,
                                   AS ISSUER,

                   INTERNATIONAL TRUCK AND ENGINE CORPORATION,
                           AS A SUBSIDIARY GUARANTOR,

                                       AND

                           BNY MIDWEST TRUST COMPANY,
                                   AS TRUSTEE



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<PAGE>

                          FIRST SUPPLEMENT TO INDENTURE

         This First Supplement to Indenture is dated as of May 31, 2001 by and
among Navistar International Corporation, a Delaware corporation (the
"COMPANY"), International Truck and Engine Corporation, a Delaware corporation
("INTERNATIONAL"), and wholly owned subsidiary of the Company, and BNY Midwest
Trust Company, an Illinois banking corporation (the "TRUSTEE"), as successor to
Harris Trust and Savings Bank, with respect to the Company's 8% Senior
Subordinated Notes due 2008 (this "FIRST SUPPLEMENT"). Capitalized terms used
but not otherwise defined in this First Supplement shall have the meanings
ascribed to such terms in the Indenture (hereinafter defined).

         WHEREAS, the Company and the Trustee entered into that certain
Indenture, dated as February 4, 1998 (as may be amended and supplemented from
time to time in accordance with its terms, the "INDENTURE");

         WHEREAS, Section 4.15 of the Indenture requires that any Restricted
Subsidiary of the Company that guarantees any other indebtedness of the Company
simultaneously execute and deliver a supplemental indenture providing for the
guarantee of the payment of the Securities by such Restricted Subsidiary;

         WHEREAS, on the date hereof, the Company is issuing $400 million in
aggregate principal amount of 9 3/8% Senior Notes due 2006 (the "NEW NOTES")
under that certain Indenture, dated as of May 31, 2001, by and among the
Company, International and BNY Midwest Trust Company (the "NEW INDENTURE"), and
all of the obligations of the Company under the New Notes and the New Indenture
will be guaranteed by International; and

         WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee is
authorized to execute and deliver this First Supplemental.

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree, for the equal and proportionate benefit
of all Holders of the Securities, as follows:

                                    ARTICLE I
                               SUBSIDIARY GUARANTY

         Section 1.01 INDENTURE AMENDMENT. The Indenture shall hereby be amended
and supplemented by incorporating the Guarantee of Securities set forth as
EXHIBIT A hereto into the Indenture as new Article XI thereto.

         Section 1.02 SUBSIDIARY GUARANTEE. International hereby agrees to
become subject to the terms of the Indenture as a Subsidiary Guarantor
thereunder and, to evidence such Subsidiary

                                        1
<PAGE>

Guarantee, will execute and deliver concurrently herewith a notation of
guarantee substantially in the form attached as EXHIBIT B hereto.

                                   ARTICLE II
                            MISCELLANEOUS PROVISIONS

         Section 2.01 INSTRUMENTS TO BE READ TOGETHER. This First Supplement is
an indenture supplement to and in implementation of the Indenture, and said
Indenture and this First Supplement shall henceforth be read together.

         Section 2.02 CONFIRMATION. The Indenture, as amended and supplemented
by this First Supplement, is in all respects confirmed and preserved.

         Section 2.03 COUNTERPARTS. This First Supplement may be executed in any
number of counterparts, each of which, when so executed, shall be deemed to be
an original, but all of which shall together constitute one and the same
instrument.

         Section 2.04 EFFECTIVENESS. This First Supplement shall become
effective immediately upon its execution in accordance with the provisions of
Article Nine of the Indenture.

         Section 2.05 GOVERNING LAW. THIS FIRST SUPPLEMENT AND THE SUBSIDIARY
GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL
LAWS OF THE STATE OF NEW YORK. THE COMPANY AND EACH SUBSIDIARY GUARANTOR AGREES
TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, COUNTY OF
NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS FIRST
SUPPLEMENT AND THE SUBSIDIARY GUARANTEES.

        Section 2.06 DISCLAIMER OF TRUSTEE'S RESPONSIBILITY. In executing this
First Supplement, the Trustee shall be entitled to all the privileged and
immunities afforded to the Trustee under the terms and conditions of the
Indenture.

                               *     *     *     *


                                        2
<PAGE>

        IN WITNESS WHEREOF, the parties hereto have caused this First Supplement
to Indenture to be duly executed as of the date first above written.

                                           NAVISTAR INTERNATIONAL CORPORATION


                                           By:    /s/ T.M. Hough
                                                  -----------------------------
                                           Name:  Thomas M. Hough
                                           Its:   Vice President and Treasurer


                                           INTERNATIONAL TRUCK AND ENGINE
                                           CORPORATION


                                           By:    /s/ T.M. Hough
                                                  -----------------------------
                                           Name:  Thomas M. Hough
                                           Its:   Vice President and Treasurer


                                           BNY MIDWEST TRUST COMPANY


                                           By:    /s/ D.G. Donovan
                                                  -----------------------------
                                           Name:  D.G. Donovan
                                           Its:   Assistant Vice President

<PAGE>

                                                                       EXHIBIT A


                                   ARTICLE XI

                             GUARANTEE OF SECURITIES


               SECTION 11.1       Subsidiary Guarantee.

               Subject to the provisions of this Article XI, each Subsidiary
Guarantor hereby jointly and severally unconditionally guarantees to each Holder
of a Security authenticated and delivered by the Trustee and to the Trustee and
its successors and assigns, irrespective of the validity and enforceability of
this Indenture, the Securities or the obligations of the Company or any other
Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder,
that: (a) the principal of, premium, if any, and interest on the Securities will
be duly and punctually paid in full when due, whether at maturity, by
acceleration or otherwise, and interest on the overdue principal and (to the
extent permitted by law) interest, if any, on the Securities and all other
obligations of the Company or the Subsidiary Guarantors to the Holders or the
Trustee hereunder or thereunder (including fees or expenses) and all other
obligations with respect to the Securities and this Indenture will be promptly
paid in full or performed, all in accordance with the terms hereof and thereof;
and (b) in case of any extension of time of payment or renewal of any
Securities, the same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at Stated
Maturity, by acceleration or otherwise. Failing payment when due of any amount
so guaranteed, or failing performance of any other obligation of the Company to
the Holders, for whatever reason, each Subsidiary Guarantor will be obligated to
pay, or to perform or cause the performance of, the same immediately. An Event
of Default under this Indenture or the Securities shall constitute an event of
default under this Subsidiary Guarantee, and shall entitle the Holders of
Securities to accelerate the obligations of the Subsidiary Guarantors hereunder
in the same manner and to the same extent as the obligations of the Company.

               Each of the Subsidiary Guarantors hereby agrees that its
obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Securities or this Indenture, the absence of
any action to enforce the same, any waiver or consent by any holder of the
Securities with respect to any provisions hereof or thereof, any release of any
other Subsidiary Guarantor, the recovery of any judgment against the Company,
any action to enforce the same, whether or not a Subsidiary Guarantee is affixed
to any particular Security, or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of a guarantor. Each of the
Subsidiary Guarantors hereby waives the benefit of diligence, presentment,
demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest, notice and all demands whatsoever and covenants that its
Subsidiary Guarantee will not be discharged except by complete performance of
the obligations contained in the Securities, this Indenture and this Subsidiary
Guarantee. If any


                                       A-1
<PAGE>

Holder or the Trustee is required by any court or otherwise to return to the
Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or
other similar official acting in relation to the Company or such Subsidiary
Guarantor, any amount paid by the Company or such Subsidiary Guarantor to the
Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect. Each Subsidiary
Guarantor further agrees that, as between it, on the one hand, and the Holders
of Securities and the Trustee, on the other hand, (a) subject to this Article
XI, the maturity of the obligations guaranteed hereby may be accelerated as
provided in Article VI hereof for the purposes of this Subsidiary Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (b) in the
event of any acceleration of such obligations as provided in Article VI hereof,
such obligations (whether or not due and payable) shall forthwith become due and
payable by the Subsidiary Guarantors for the purpose of this Subsidiary
Guarantee.

               This Subsidiary Guarantee shall remain in full force and effect
and continue to be effective should any petition be filed by or against the
Company for liquidation or reorganization, should the Company become insolvent
or make an assignment for the benefit of creditors or should a receiver or
trustee be appointed for all or any significant part of the Company's assets,
and shall, to the fullest extent permitted by law, continue to be effective or
be reinstated, as the case may be, if at any time payment and performance of the
Securities are, pursuant to applicable law, rescinded or reduced in amount, or
must otherwise be restored or returned by any obligee on the Securities, whether
as a "voidable preference," "fraudulent transfer" or otherwise, all as though
such payment or performance had not been made. In the event that any payment, or
any part thereof, is rescinded, reduced, restored or returned, the Securities
shall, to the fullest extent permitted by law, be reinstated and deemed reduced
only by such amount paid and not so rescinded, reduced, restored or returned.

               No stockholder, officer, director, employer or incorporator,
past, present or future, or any Subsidiary Guarantor, as such, shall have any
personal liability under this Subsidiary Guarantee by reason of his, her or its
status as such stockholder, officer, director, employer or incorporator.

               The Subsidiary Guarantors shall have the right to seek
contribution from any non-paying Subsidiary Guarantor so long as the exercise of
such right does not impair the rights of the Holders under this Subsidiary
Guarantee.

               Each Subsidiary Guarantor, and by its acceptance hereof each
Holder, hereby confirms that it is the intention of all such parties that the
guarantee by each Subsidiary Guarantor pursuant to its Subsidiary Guarantee not
constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy
Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act
or any similar Federal or state law. To effectuate the foregoing intention, the
Holders and each Subsidiary Guarantor hereby irrevocably agrees that the
obligations of each Subsidiary Guarantor under the Subsidiary Guarantees shall
be limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of each Subsidiary Guarantor (including, but
not limited to, the Guarantor Senior Indebtedness of each Subsidiary Guarantor)
result in the obligations of each


                                       A-2
<PAGE>

Subsidiary Guarantor under the Subsidiary Guarantees not constituting such
fraudulent transfer or conveyance.

               SECTION 11.2      Execution and Delivery of Subsidiary Guarantee.

               To further evidence the Subsidiary Guarantee set forth in Section
11.1, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary
Guarantee, substantially in the form included in EXHIBIT C hereto, shall be
endorsed on each Security authenticated and delivered by the Trustee after such
Subsidiary Guarantee is executed and executed by either manual or facsimile
signature of an Officer of each Subsidiary Guarantor. The validity and
enforceability of any Subsidiary Guarantee shall not be affected by the fact
that it is not affixed to any particular Security.

               Each of the Subsidiary Guarantors hereby agrees that its
Subsidiary Guarantee set forth in Section 11.1 shall remain in full force and
effect notwithstanding any failure to endorse on each Security a notation of
such Subsidiary Guarantee.

               If an Officer of a Subsidiary Guarantor whose signature is on
this Indenture or a Security no longer holds that office at the time the Trustee
authenticates such Security or at any time thereafter, such Subsidiary
Guarantor's Subsidiary Guarantee of such Security shall be valid nevertheless.

               The delivery of any Security by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of any
Subsidiary Guarantee set forth in this Indenture on behalf of the Subsidiary
Guarantor.

               SECTION 11.3      Additional Subsidiary Guarantors.

               Any person may become a Subsidiary Guarantor by executing and
delivering to the Trustee (a) a supplemental indenture in form and substance
satisfactory to the Trustee, which subjects such person to the provisions of
this Indenture as a Subsidiary Guarantor, and (b) an Opinion of Counsel to the
effect that such supplemental indenture has been duly authorized and executed by
such person and constitutes the legal, valid, binding and enforceable obligation
of such person (subject to such customary exceptions concerning fraudulent
conveyance laws, creditors' rights and equitable principles as may be acceptable
to the Trustee in its discretion).

               SECTION 11.4      Release of a Subsidiary Guarantor.

               (a) In the event that each other holder of Indebtedness of the
Company or of any of the Company's Subsidiaries of which a Subsidiary Guarantor
has guaranteed the payment thereof unconditionally releases a Subsidiary
Guarantor of all of its obligations under such guarantee pursuant to a written
agreement in form and substance satisfactory to the Trustee (other than a
release resulting from payment under such guarantee) such Subsidiary Guarantor
shall be automatically and unconditionally released from all obligations under
its Subsidiary Guarantee,


                                       A-3
<PAGE>

PROVIDED that a release of a Subsidiary Guarantor may only be obtained under the
circumstances described in this sentence if an Officers' Certificate to that
effect has been delivered to the Trustee.

               (b) In addition, except in the case where the prohibition on
transfer in Section 5.1 is applicable, upon the sale or disposition of all (but
not less than all) of the Capital Stock of a Subsidiary Guarantor by the Company
or a Subsidiary of the Company, or upon the consolidation or merger of a
Subsidiary Guarantor with or into any Person (in each case, other than to the
Company or an Affiliate of the Company), such Subsidiary Guarantor shall be
deemed automatically and unconditionally released and discharged from all
obligations under this Article XI without any further action required on the
part of the Trustee or any Holder, PROVIDED that each such Subsidiary Guarantor
is sold or disposed of in accordance with Article V.

               (c) The Trustee shall deliver an appropriate instrument
evidencing the release of a Subsidiary Guarantor upon receipt of a request of
the Company accompanied by an Officers' Certificate certifying as to the
compliance with this Section 11.4. Any Subsidiary Guarantor not so released or
the entity surviving such Subsidiary Guarantor, as applicable, will remain or be
liable under its Subsidiary Guarantee as provided in this Article XI.

               The Trustee shall execute any documents reasonably requested by
the Company or a Subsidiary Guarantor in order to evidence the release of such
Subsidiary Guarantor from its obligations under its Subsidiary Guarantee
endorsed on the Securities and under this Article XI.

               Except as set forth in Articles IV and V and this Section 11.4,
nothing contained in this Indenture or in any of the Securities shall prevent
any consolidation or merger of a Subsidiary Guarantor with or into the Company
or another Subsidiary Guarantor or shall prevent any sale or conveyance of the
property of a Subsidiary Guarantor as an entirety or substantially as an
entirety to the Company or another Subsidiary Guarantor.

               SECTION 11.5       Waiver of Subrogation.

               Each Guarantor hereby irrevocably waives any claim or other
rights which it may now or hereafter acquire against the Company or any of its
Subsidiaries that arise from the existence, payment, performance or enforcement
of such Subsidiary Guarantor's obligations under this Subsidiary Guarantee and
this Indenture, including, without limitation, any right of subrogation,
reimbursement, exoneration, indemnification, and any right to participate in any
claim or remedy of any Holder of Securities against the Company or any of its
Subsidiaries, whether or not such claim, remedy or right arises in equity, or
under contract, statute or common law, including, without limitation, the right
to take or receive from the Company or any of its Subsidiaries, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim or other rights. If any amount
shall be paid to any Subsidiary Guarantor in violation of the preceding sentence
and the Securities shall not have been paid in full, such amount shall have been
deemed to have been paid to such Subsidiary Guarantor for the benefit of, and
held in trust for the benefit of, the Holders of the Securities, and shall
forthwith be paid to the Trustee for


                                     A-4
<PAGE>

the benefit of such Holders to be credited and applied upon the Securities,
whether matured or unmatured, in accordance with the terms of this Indenture.
Each Subsidiary Guarantor acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated by this Indenture and that
the waiver set forth in this Section 11.5 is knowingly made in contemplation of
such benefits.

               SECTION 11.6       Agreement to Subordinate.

               Each Subsidiary Guarantor covenants and agrees, and each Holder
of Securities, by his acceptance thereof, likewise covenants and agrees, that
the indebtedness represented by such Subsidiary Guarantor's Subsidiary Guarantee
and the payment of the principal of and interest on each and all of the
Securities pursuant to such Subsidiary Guarantor's Subsidiary Guarantee is
hereby expressly subordinated, to the extent and in the manner hereinafter set
forth, in right of payment to the prior payment in full of Guarantor Senior
Indebtedness.

               Anything in the Subsidiary Guarantee, the Securities or in this
Indenture to the contrary notwithstanding, the indebtedness evidenced by such
Subsidiary Guarantor's Subsidiary Guarantee shall be subordinate and junior in
right of payment, in all respects, to all Guarantor Senior Indebtedness of such
Subsidiary Guarantor, whether outstanding at the Issue Date or incurred after
the Issue Date. Without limiting the effect of the foregoing, "subordinate" and
"junior" as used herein shall include within their meanings the following:

               (i) in the event of any insolvency or bankruptcy proceedings, and
        any receivership, liquidation, reorganization or other similar
        proceedings in connection therewith, relative to the Subsidiary
        Guarantor or its creditors or its property, and in the event of any
        proceedings for voluntary liquidation, dissolution or other winding up
        of the Subsidiary Guarantor, whether or not involving insolvency or
        bankruptcy proceedings, then (A) all Guarantor Senior Indebtedness of
        such Subsidiary Guarantor shall first be paid in full, or such payment
        be provided for, before any payment on account of principal or interest
        is made upon the Indebtedness evidenced by the Subsidiary Guarantee of
        such Subsidiary Guarantor, and (B) in any such proceedings any payment
        or distribution of any kind or character (including without limitation
        any distribution realized from or attributable to any security interest
        of the Holders of the Securities in property or assets of such
        Subsidiary Guarantor), whether in cash or property or securities which
        may be payable or deliverable in respect of the Subsidiary Guarantee of
        such Subsidiary Guarantor, shall be paid or delivered directly to the
        holders of such Guarantor Senior Indebtedness of such Subsidiary
        Guarantor (or the representative or representatives of such holders or
        the trustee or trustees under any indenture under which any instruments
        evidencing any of such Guarantor Senior Indebtedness of such Subsidiary
        Guarantor shall have been issued) for application in payment thereof,
        unless and until such Guarantor Senior Indebtedness of such Subsidiary
        Guarantor shall have been paid in full or such payment shall have been
        provided for; PROVIDED that (1) in the event that payment or delivery
        of such cash, property or securities to the Holders of the Securities is
        authorized by an order or decree giving effect, and stating in such
        order or decree that effect is given, to the


                                       A-5
<PAGE>

        subordination of the Subsidiary Guarantee of such Subsidiary Guarantor
        to Guarantor Senior Indebtedness of such Subsidiary Guarantor, and made
        by a court of competent jurisdiction in a reorganization proceeding
        under any applicable law, no payment or delivery of such cash, property
        or securities payable or deliverable with respect to the Securities need
        be made to the holders of Guarantor Senior Indebtedness of such
        Subsidiary Guarantor, (2) no such delivery need be made of securities
        which are issued pursuant to voluntary reorganization, dissolution, or
        liquidation proceedings by such Subsidiary Guarantor or by such
        Subsidiary Guarantor as reorganized, if such securities are subordinate
        and junior to the payment of all Guarantor Senior Indebtedness of such
        Subsidiary Guarantor then outstanding to the same extent as the
        Subsidiary Guarantee of such Subsidiary Guarantor and (3) if, pursuant
        to the foregoing, a payment or delivery of cash, property or securities
        is to be made to the holders of Guarantor Senior Indebtedness of such
        Subsidiary Guarantor (or their representative or representatives or the
        trustee or trustees under any indenture under which any instruments
        evidencing any such Guarantor Senior Indebtedness of such Subsidiary
        Guarantor shall have been issued) from a distribution realized from or
        attributable to any security interest of the Holders of the Securities
        in property or assets of such Subsidiary Guarantor, such payment or
        delivery shall be made (x) FIRST, to the holders of any Guarantor Senior
        In debtedness of such Subsidiary Guarantor (or their representative or
        representatives) secured equally and ratably with the Holders of the
        Securities with respect to such property or assets or to the trustee or
        trustees under any indenture under which any instruments evidencing any
        of such Guarantor Senior Indebtedness of such Subsidiary Guarantor shall
        have been issued, ratably according to the aggregate amounts remaining
        unpaid on account of such Guarantor Senior Indebtedness of such
        Subsidiary Guarantor held or represented by each, until such Guarantor
        Senior Indebtedness of such Subsidiary Guarantor shall have been paid in
        full or such payment shall have been provided for and (y) THEN, to the
        extent such payment or delivery shall not be required to pay the
        Guarantor Senior Indebtedness of such Subsidiary Guarantor referred to
        in the foregoing clause (x), to the other holders of Guarantor Senior
        Indebtedness of such Subsidiary Guarantor (or their representative or
        representatives or the trustee or trustees under any indenture under
        which any instruments evidencing any of such Guarantor Senior
        Indebtedness of such Subsidiary Guarantor shall have been issued),
        ratably according to the aggregate amounts remaining unpaid on account
        of such Guarantor Senior Indebtedness of such Subsidiary Guarantor held
        or represented by each, until such Guarantor Senior Indebtedness of such
        Subsidiary Guarantor shall have been paid in full or such payment shall
        have been provided for;

               (ii) no payment or prepayment of any principal, premium (if any)
        or interest on account of and no repurchase, redemption or other
        retirement (whether at the option of the Holder or otherwise) of the
        Securities shall be made, if at the time of such payment, prepayment,
        repurchase, redemption or retirement, or immediately after giving effect
        thereto, there shall exist a default in the payment or prepayment of any
        Guarantor Senior Indebtedness of such Subsidiary Guarantor;


                                       A-6
<PAGE>

               (iii) in the event that any Security is declared due and payable
        because of the occurrence of an Event of Default (under circumstances
        when the provisions of the foregoing clause (i) shall not be
        applicable), the Holders of the Securities shall be entitled to payment
        only after there shall first have been paid in full the Guarantor Senior
        Indebtedness of such Subsidiary Guarantor outstanding at the time such
        Security so becomes due and payable because of such Event of Default, or
        provision for such payment shall have been made; and

               (iv) in the event that (A) any of the events described in clauses
        (i), (ii) and (iii) occurs and (B) notwithstanding the provisions
        therein, any payment or distribution of assets of such Subsidiary
        Guarantor of any kind or character (including any distribution realized
        from or attributable to any security interest of the Holders of the
        Securities in property or assets of such Subsidiary Guarantor), whether
        in cash, property or securities, shall be received by the Holders of the
        Securities (or their representative or representatives or the Trustee
        under this Indenture) before all Guarantor Senior Indebtedness of such
        Subsidiary Guarantor shall have been paid in full, or provision made for
        such payment in accordance with the terms of the Guarantor Senior
        Indebtedness of such Subsidiary Guarantor, except as provided in
        sub-clauses (1) and (2) of the proviso to clause (i) above, such payment
        or distribution shall be held in trust for the benefit of, and shall be
        paid over or delivered to, the holders of such Guarantor Senior
        Indebtedness of such Subsidiary Guarantor (or their representative or
        representatives or to the trustee or trustees under any indenture
        pursuant to which any instruments evidencing any of such Guarantor
        Senior In debtedness of such Subsidiary Guarantor shall have been
        issued), as their respective interests may appear under said clauses
        (i), (ii) and (iii), for application to the payment of all such
        Guarantor Senior Indebtedness of such Subsidiary Guarantor remaining
        unpaid to the extent necessary to pay such Guarantor Senior Indebtedness
        of such Subsidiary Guarantor in full in accordance with its terms, after
        giving effect to any concurrent payment or distribution to the holders
        of such Guarantor Senior Indebtedness of such Subsidiary Guarantor.

               SECTION 11.7       Subrogation.

               Subject to the payment in full of all Guarantor Senior
Indebtedness, holders of a Subsidiary Guarantee shall be subrogated to the
rights of the holders of Guarantor Senior Indebtedness of such Subsidiary
Guarantor to receive payments or distributions of cash, property or securities
of such Subsidiary Guarantor applicable to Guarantor Senior Indebtedness of such
Subsidiary Guarantor until all amounts owing on the Securities pursuant to such
Subsidiary Guarantor's Subsidiary Guarantee shall be paid in full, and as
between such Subsidiary Guarantor, its creditors other than holders of such
Guarantor Senior Indebtedness, and holders of such Subsidiary Guarantee, no such
payment or distribution made to the holders of such Guarantor Senior
Indebtedness by virtue of this Article XI which otherwise would have been made
to such holders shall be deemed to be a payment by such Subsidiary Guarantor on
account of such Guarantor Senior Indebtedness, it being understood that the
provisions of this Article XI are and are intended solely for the purpose of
defining the relative rights of the holders of such Subsidiary Guarantee, on the
one hand, and the holders of Guarantor Senior Indebtedness, on the other hand.


                                       A-7
<PAGE>

               SECTION 11.8       Relative Rights.

               Nothing contained in this Article XI or elsewhere in this
Indenture or in the Securities or this Subsidiary Guarantee is intended to or
shall impair, as between the Subsidiary Guarantor, its creditors other than the
holders of its Guarantor Senior Indebtedness, and the holders of its Subsidiary
Guarantee, the obligation of such Subsidiary Guarantor, which is absolute and
unconditional, to pay to the holders of the Securities pursuant to its
Subsidiary Guarantee the principal of and interest on the Securities as and when
the same shall become due and payable in accordance with their terms, or is
intended to or shall af fect the relative rights of the holders of its
Subsidiary Guarantee and creditors of such Subsidiary Guarantor other than the
holders of its Guarantor Senior Indebtedness, nor shall anything herein or
therein prevent the Trustee or any holder of its Subsidiary Guarantee from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article XI of the
holders of Guarantor Senior Indebtedness to receive cash, property or securities
otherwise payable or deliverable to the Securityholders.

               Upon payment or distribution of assets of such Subsidiary
Guarantor referred to in this Article XI, the Trustee and the holders of the
Securities shall be entitled to rely upon any order or decree made by any court
of competent jurisdiction in which any such dissolution, winding up, liquidation
or reorganization proceeding affecting the affairs of such Subsidiary Guarantor
is pending or upon a certificate of the trustee in bankruptcy, receiver,
assignee for the benefit of creditors, liquidating trustee, or agent or other
person MAKING any payment or distribution, to the Trustee or to the holders of
its Subsidiary Guar antee for the purpose of ascertaining the persons entitled
to participate in such payment or distribution, the holders of its Guarantor
Senior Indebtedness and other indebtedness of such Subsidiary Guarantor, the
amount thereof or payable thereon, the amount paid or distributed thereon and
all other facts pertinent thereto or to this Article XI.

               Nothing contained in this Article or elsewhere in this Indenture,
or in any of the Securities or this Subsidiary Guarantee, shall affect the
obligations of such Subsidiary Guarantor to make, or prevent such Subsidiary
Guarantor from making, payment of the principal of or interest on the Securities
pursuant to its Subsidiary Guarantee in accordance with the provisions hereof
and thereof, except as otherwise provided in this Article XI.

               SECTION 11.9       Trustee to Effectuate Subordination.

               Each holder of a Subsidiary Guarantee, by his acceptance thereof,
authorizes and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article XI and appoints the Trustee his attorney-in-fact for any and all such
purposes.


                                     A-8
<PAGE>

               SECTION 11.10      Trustee Not Fiduciary for Holders
                                  of Guarantor Senior Indebtedness.

               The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Guarantor Senior Indebtedness and shall not be liable to any such
holders if it shall mistakenly pay over or distribute to holders of a Subsidiary
Guarantee or any Subsidiary Guarantor or any other person moneys or assets to
which any holders of Guarantor Senior Indebtedness shall be entitled by virtue
of this Article XI or otherwise.

               SECTION 11.11      Notice By Subsidiary Guarantor.

               The Subsidiary Guarantor shall give prompt written notice to the
Trustee of any fact known to such Subsidiary Guarantor that would prohibit the
making of any payment of moneys to or by the Trustee pursuant to this Article.
Subject to the provisions of Sections 7.1 and 7.5 but notwithstanding any other
provisions of this Indenture, the Trustee and any Paying Agent shall not be
charged with knowledge of the existence of any facts that would prohibit the
making of any payment of moneys to or by the Trustee or such Paying Agent, or
the taking of any other action by the Trustee or such Paying Agent, unless and
until the Trustee or such Paying Agent shall have received written notice
thereof from such Subsidiary Guarantor at least three Business Days prior to the
making of any such payment, the Securityholders, the holders of any Guarantor
Senior Indebtedness or the representative of any such holders.

               SECTION 11.12      Rights of Trustee.

               The Trustee shall be entitled to all the rights set forth in this
Article XI with respect to any Guarantor Senior Indebtedness of such Subsidiary
Guarantor by the time held by the Trustee, to the same extent as any other
holder of Guarantor Senior Indebtedness.

               SECTION 11.13      Subsidiary Guarantor May Not Impair
                                  Subordination.

               No right of any present or future holder of any Guarantor Senior
Indebtedness of such Subsidiary Guarantor to enforce the subordination herein
shall at any time or in any way be prejudiced or impaired by any act or failure
to act on the part of such Subsidiary Guarantor or by any noncompliance by such
Subsidiary Guarantor with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof any such holder may have or be otherwise
charged with.

               SECTION 11.14      Rights of Paying Agent.

               In case at any time any Paying Agent other than the Trustee shall
have been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this Article shall in such case (unless the context shall
require otherwise) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying Agent
were


                                       A-9
<PAGE>

named in this Article XI in addition to or in place of the Trustee, PROVIDED
that Sections 11.11 and 11.12 shall not apply to such Subsidiary Guarantor if it
acts as Paying Agent.


                                      A-10
<PAGE>

                                                                       EXHIBIT B

                                    GUARANTEE

               For value received, the undersigned hereby unconditionally
guarantees to the Holder of this Security the payments of principal of, premium,
if any, and interest on this Security in the amounts and at the time when due
and interest on the overdue principal, premium, if any, and interest, if any, of
this Security, if lawful, and the payment or performance of all other
obligations of the Company under the Indenture or the Securities, to the Holder
of this Security and the Trustee, all in accordance with and subject to the
terms and limitations of this Security, Article XI of the Indenture and this
Subsidiary Guarantee. This Subsidiary Guarantee will become effective in
accordance with Article XI of the Indenture and its terms shall be evidenced
therein. The validity and enforceability of any Subsidiary Guarantee shall not
be affected by the fact that it is not affixed to any particular Security.

               The obligations of the undersigned to the Holders of Securities
and to the Trustee pursuant to the Subsidiary Guarantee and the Indenture are
expressly set forth in Article XI of the Indenture and reference is hereby made
to the Indenture for the precise terms of the Subsidiary Guarantee and all of
the other provisions of the Indenture to which this Subsidiary Guarantee
relates. The Indebtedness evidenced by this Subsidiary Guarantee is, to the
extent and in the manner provided in the Indenture, subordinate and subject in
right of payment to the prior payment in full in cash or cash equivalents of all
Guarantor Senior Indebtedness as defined in the Indenture, and this Subsidiary
Guarantee is issued subject to such provisions. Each Holder of a Security, by
accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee, on behalf of such Holder, to take such
action as may be necessary to appropriate to effectuate the subordination as
provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such
Holder for such purpose, PROVIDED that such subordination provisions shall cease
to affect amounts deposited in accordance with the defeasance provisions of the
Indenture upon the terms and conditions set forth therein.

               This Subsidiary Guarantee is subject to release upon the terms
set forth in the Indenture.

                                                INTERNATIONAL TRUCK AND
                                                ENGINE CORPORATION


                                                By:
                                                   -----------------------------
                                                Name:
                                                Title:


                                       B-1
<PAGE>

                                                                       EXHIBIT C

                                    GUARANTEE

               For value received, the undersigned hereby unconditionally
guarantees to the Holder of this Security the payments of principal of, premium,
if any, and interest on this Security in the amounts and at the time when due
and interest on the overdue principal, premium, if any, and interest, if any, of
this Security, if lawful, and the payment or performance of all other
obligations of the Company under the Indenture or the Securities, to the Holder
of this Security and the Trustee, all in accordance with and subject to the
terms and limitations of this Security, Article XI of the Indenture and this
Subsidiary Guarantee. This Subsidiary Guarantee will become effective in
accordance with Article XI of the Indenture and its terms shall be evidenced
therein. The validity and enforceability of any Subsidiary Guarantee shall not
be affected by the fact that it is not affixed to any particular Security.

               The obligations of the undersigned to the Holders of Securities
and to the Trustee pursuant to the Subsidiary Guarantee and the Indenture are
expressly set forth in Article XI of the Indenture and reference is hereby made
to the Indenture for the precise terms of the Subsidiary Guarantee and all of
the other provisions of the Indenture to which this Subsidiary Guarantee
relates. The Indebtedness evidenced by this Subsidiary Guarantee is, to the
extent and in the manner provided in the Indenture, subordinate and subject in
right of payment to the prior payment in full in cash or cash equivalents of all
Guarantor Senior Indebtedness as defined in the Indenture, and this Subsidiary
Guarantee is issued subject to such provisions. Each Holder of a Security, by
accepting the same, (a) agrees to and shall be bound by such provisions,
(b) authorizes and directs the Trustee, on behalf of such Holder, to take such
action as may be necessary to appropriate to effectuate the subordination as
provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such
Holder for such purpose, PROVIDED that such subordination provisions shall cease
to affect amounts deposited in accordance with the defeasance provisions of the
Indenture upon the terms and conditions set forth therein.

               This Subsidiary Guarantee is subject to release upon the terms
set forth in the Indenture.

                                                [NAME OF GUARANTOR]


                                                By:
                                                   -----------------------------
                                                Name:
                                                Title:


                                       C-1