SECOND SUPPLEMENT TO 7 1/2% NOTES INDENTURE


 


This Second Supplement to Indenture (the “Second Supplement”) is dated as of March 6, 2006 by and between Navistar International Corporation, a Delaware corporation (the “Company”), International Truck and Engine Corporation, a Delaware corporation, as Subsidiary Guarantor, and BNY Midwest Trust Company, an Illinois trust company (the “Trustee”), with respect to the Company’s 71/2 % Senior Notes due 2011 (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).


WHEREAS, the Company and the Trustee entered into that certain Indenture, dated as of June 2, 2004, and as amended and supplemented by the First Supplemental Indenture, dated as of June 2, 2004, by and among the Company, International Truck and Engine Corporation and the Trustee (as may be further amended and supplemented from time to time in accordance with its terms, the “Indenture”);


WHEREAS, the Company desires to amend and waive certain provisions of the Indenture as set forth in Article I hereof;


WHEREAS, the Holders of at least a majority in aggregate principal amount of Notes outstanding have consented to the amendments and waivers effected by this Second Supplement;


WHEREAS, pursuant to Section 9.2 of the Indenture, the Trustee is authorized to execute and deliver this Second Supplement;


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


 


INDENTURE AMENDMENTS AND WAIVERS


 


Section 1.01      Amendments to Articles Four, Five and Six. Upon written notification to the Trustee by the Company that it has accepted for purchase and payment (the “Acceptance Date”) pursuant to the offers to purchase all of the notes validly tendered on or before 5:00 p.m., New York City time, on March 2, 2006 pursuant to this Offer to Purchase and Consent Solicitation Statement, dated as of February 21, 2006, and any amendments, modifications or supplements thereto, then automatically (without further act by any person) with respect to the Notes:


(a)          Each of the following Sections of the Indenture are deleted in their entirety: Section 3.4 (Money for Securities Payments to be Held in Trust; Unclaimed Money); Section 3.5 (Corporate Existence); Section 3.8 (Books of Record and Account); Section 3.9 (Limitation on Liens); Section 3.10 (Limitation on Incurrence of Indebtedness); Section 3.11 (Limitation on Preferred Stock of Restricted Subsidiaries); Section 3.12 (Limitation on Restricted Payments); Section 3.13 (Limitation on Certain Asset Dispositions); Section 3.14 (Limitation on 


 


	

 

	
 

	
 






 


 






 


Sale/Leaseback Transactions); Section 3.15 (Limitation on Payment Restrictions Affecting Restricted Subsidiaries); Section 3.16 (Limitation on Transactions with Affiliates); Section 3.17 (Limitation on Guarantees by Restricted Subsidiaries); Section 4.1 (Consolidation, Merger or Sale of Assets Permitted); and Section 5.9 (Offer to Repurchase Upon a Change of Control); 


(b)          Section 3.6 (Reports by the Company) and Section 3.7 (Annual Review Certificate; Notice of Defaults or Events of Default) of the Indenture are deleted in their entirety and replaced with the following: “The Company shall comply with Section 314 of the TIA.” 


(c)          Each of the following subsections of Section 6.1 (Events of Default) of the Indenture are deleted in their entirety: Section 6.1(c), (d), (e), (f), (g) and (h);


(d)          failure to comply with the terms of any of the foregoing sections of the Indenture shall no longer constitute a default or an Event of Default under the Indenture and shall no longer have any other consequence under the Indenture;


(e)          the occurrence of the events described in Sections 6.1(c), (d), (e), (f), (g) and (h) shall no longer constitute Events of Default; and


(f)           all definitions set forth in Section 1.1 of the Indenture that relate to defined terms used solely in covenants or sections deleted hereby are deleted in their entirety.


Section 1.02      Waivers. The Trustee acknowledges that Holders representing at least a majority in aggregate principal amount of the outstanding Notes have: (i) waived any and all Defaults or Events of Default that have arisen under the Indenture at any time prior to the effective time of this Section 1.02, including, but not limited to, any Default or Event of Default that may exist as a result of: (a) a failure by the Company to comply Section 3.6 of the Indenture at any time prior to the effective time of this Section 1.02, (b) a failure by the Company to provide the Trustee with any notice of Default or Event of Default required by Section 3.7 of the Indenture, and (c) an acceleration of any Indebtedness or other event constituting a Default or Event of Default under Section 6.1(e)
of the Indenture; (ii) agreed to rescind any notice of Default provided to the Company at any time prior to the effective time of this Section 1.02; and (iii) agreed to rescind any notice of acceleration of the Notes that has been received by the Company at any time prior to the effective time of this Section 1.02. Based on the foregoing, the undersigned trustee hereby revokes any and all notices of Default and/or acceleration delivered by the undersigned trustee to the Company prior to the effective time of this Section 1.02. This Section 1.02 shall be effective as of the Acceptance Date. 


ARTICLE II


 


MISCELLANEOUS PROVISIONS


 


Section 2.01      Instruments to be Read Together. This Second Supplement is an indenture supplement to and in implementation of the Indenture, and said Indenture and this Third Supplement shall henceforth be read together.


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


 


 


	

 

	
2

	
 






 


 






 


 


Section 2.03      Counterparts. This Second 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 Second Supplement shall become effective immediately upon its execution in accordance with the provisions of Article IX of the Indenture.


Section 2.05    GOVERNING LAW. THIS SECOND SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. THE COMPANY 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 SECOND SUPPLEMENT.


Section 2.06    Disclaimer of Trustee’s Responsibility. In executing this Second Supplement, the Trustee shall be entitled to all the rights, benefits, indemnities, privileges and immunities afforded to the Trustee under the terms and conditions of the Indenture. The recitals and statements herein are deemed to be those of the Company and not of the Trustee. The Trustee makes no representations as to the validity or sufficiency of this Second Supplement. 


Section 2.07      Trust Indenture Act Controls. If any provision of this Second Supplement limits, qualifies or conflicts with another provision that is required to be included in the Second Supplement or Indenture by the Trust Indenture Act, the required provision shall control.


 


 


 


	

 

	
3

	
 






 


 






 


 


IN WITNESS WHEREOF, the parties hereto have caused this Second Supplement to Indenture to be duly executed as of the day and year first written above.


 


	
 

	
NAVISTAR INTERNATIONAL CORPORATION 


	
 

	
By:

	
/s/ T. M. Endsley___________________

	
 






Name:  T.M. Endsley


Title: Vice President and Treasurer


 


INTERNATIONAL TRUCK AND ENGINE CORPORATION 


By:    /s/ T. M. Endsley___________________


                      Name: T.M. Endsley


                     Title: Vice President and Treasurer


 


	
 

	
BNY Midwest Trust Company






 


By:    /s/ D.G. Donovan____________________


 


                     Name: D. G Donovan


 


                     Title: Vice President