exhibit10.htm


    
      	
              Exhibit
      10

              NAVISTAR
      FINANCIAL CORPORATION

              AND
      SUBSIDIARIES

               

              MATERIAL
      CONTRACTS

               

            
	
              The
      following documents of Navistar Financial Corporation (“the Corporation”)
      are incorporated herein by reference:

            
	 
      
	
              Exhibit
      10.1

            	
              Series
      2009-1 Indenture Supplement to the Indenture, dated November 10, 2009,
      between Navistar Financial Dealer Note Master Owner Trust, as Issuer, and
      The Bank of New York Mellon, a New York banking corporation, as Indenture
      Trustee.  Filed as Exhibit 10.1 to the Corporation’s Form 8-K on
      November 17, 2009.   Commission File No.
      001-04146.

               

            
	
              Exhibit
      10.2

            	
              Amendment
      No. 8 to the Pooling and Servicing Agreement, dated November 10, 2009,
      among Navistar Financial Securities Corporation, Navistar Financial
      Corporation and The Bank of New York Mellon, a New York banking
      corporation, as Master Trust Trustee.  Filed as Exhibit 10.2 to
      the Corporation’s Form 8-K on November 17,
      2009.   Commission File No. 001-04146.

               

            
	
              Exhibit
      10.3

            	
              Amendment
      No. 1 to Series 2004-1 Supplement to Pooling and Servicing Agreement,
      dated November 10, 2009, among Navistar Financial Securities Corporation,
      Navistar Financial Corporation and The Bank of New York Mellon, a New York
      banking corporation, as Master Trust Trustee.  Filed as Exhibit
      10.3 to the Corporation’s Form 8-K on November 17,
      2009.   Commission File No. 001-04146.

               

            
	
              Exhibit
      10.4

            	
              Amendment
      No. 1 to the Master Owner Trust Agreement, dated November 10, 2009,
      between Navistar Financial Securities Corporation and Deutsche Bank Trust
      Company Delaware, a Delaware banking corporation, as Master Owner Trust
      Trustee.  Filed as Exhibit 10.4 to the Corporation’s Form 8-K on
      November 17, 2009.   Commission File No.
      001-04146.

               

            
	
              Exhibit
      10.5

            	
              Amendment
      No. 5 to the Series 2000-VFC Supplement to the Pooling and Servicing
      Agreement, dated November 10, 2009, among Navistar Financial Securities
      Corporation, Navistar Financial Corporation and The Bank of New York
      Mellon, a New York banking corporation, as Master Trust
      Trustee.  Filed as Exhibit 10.5 to the Corporation’s Form 8-K on
      November 17, 2009.   Commission File No.
      001-04146.

               

            
	
              Exhibit
      10.6

            	
              Amendment
      to Amended and Restated Certificate Purchase Agreement, dated November 10,
      2009, among Navistar Financial Corporation, Navistar Financial Securities
      Corporation, Kitty Hawk Funding Corporation, as a Conduit Purchaser,
      Liberty Street Funding LLC (f/k/a Liberty Street Funding Corp.), as a
      Conduit Purchaser, The Bank of Nova Scotia, as a Managing Agent and a
      Committed Purchaser, and Bank of America, National Association, as a
      Managing Agent, the Administrative Agent and a Committed Purchaser. Filed
      as Exhibit 10.6 to the Corporation’s Form 8-K on November 17,
      2009.   Commission File No. 001-04146.

               

            
	
              Exhibit
      10.7

            	
              Amended
      and Restated Credit Agreement, dated as of December 16, 2009, by and among
      Navistar Financial Corporation, a Delaware corporation, and Navistar
      Financial, S.A. DE C.V., Sociedad Financiera De Objeto Multiple, Entidad
      No Regulada, a Mexican corporation, as borrowers, 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. Filed as Exhibit 10.1 to the Corporation’s Form 8-K
      on December 18, 2009.   Commission File No.
      001-04146.

               

            
	
              Exhibit
      10.8

            	
              Second
      Amended and Restated Parent Guarantee, dated as of December 16, 2009, by
      Navistar International Corporation, a Delaware corporation, in favor of
      JPMorgan Chase Bank, N.A., as administrative agent for the lenders party
      to the Amended and Restated Credit Agreement.   Filed as
      Exhibit 10.2 to the Corporation’s Form 8-K on December 18,
      2009.   Commission File No.
  001-04146.

            


    

    


    
      
        
        

      

      
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              Exhibit
      10.9

            	
              Second
      Amended and Restated Parents’ Side Agreement, dated as of December 16,
      2009, by and between Navistar International Corporation, a Delaware
      corporation, and Navistar, Inc. (formerly known as International Truck and
      Engine Corporation), a Delaware corporation, for the benefit of the
      lenders from time to time party to the Amended and Restated Credit
      Agreement. Filed as Exhibit 10.3 to the Corporation’s Form 8-K on December
      18, 2009.   Commission File No. 001-04146.

               

            
	
              Exhibit
      10.10

            	
              First
      Amendment, dated as of December 16, 2009, to the Amended and Restated
      Security, Pledge and Trust Agreement, dated as of July 1, 2005, between
      Navistar Financial Corporation, a Delaware corporation, and Deutsche Bank
      Trust Company Americas, a corporation duly organized and existing under
      the laws of the State of New York, acting individually and as trustee for
      the holders of the secured obligations under the Amended and Restated
      Credit Agreement.  Filed as Exhibit 10.4 to the Corporation’s
      Form 8-K on December 18, 2009.   Commission File No.
      001-04146.

               

            
	
              Exhibit
      10.11

            	
              Note
      Sale Agreement, dated as of December 16, 2009, between Navistar Financial
      Corporation, a Delaware corporation, and Navistar Financial Asset Sales
      Corp., a Delaware corporation.  Filed as Exhibit 10.5 to the
      Corporation’s Form 8-K on December 18, 2009.   Commission
      File No. 001-04146.

               

            
	
              Exhibit
      10.12

            	
              Note
      Purchase Agreement, dated as of December 16, 2009, by and between Navistar
      Financial Asset Sales Corp., a Delaware corporation, and Wells Fargo
      Equipment Finance, Inc., a Minnesota corporation.   Filed
      as Exhibit 10.6 to the Corporation’s Form 8-K on December 18,
      2009.   Commission File No. 001-04146.

               

            
	
              Exhibit
      10.13

            	
              Servicing
      Agreement, dated as of December 16, 2009, by and between Navistar
      Financial Corporation, a Delaware corporation, and Wells Fargo Equipment
      Finance, Inc., a Minnesota corporation.  Filed as Exhibit 10.7
      to the Corporation’s Form 8-K on December 18,
      2009.   Commission File No. 001-04146.

               

            
	
              Exhibit  10.14

            	
              Loan
      and Security Agreement, dated as of December 16, 2009, by and between
      Navistar Financial Corporation, a Delaware corporation, and Wells Fargo
      Equipment Finance, Inc., a Minnesota corporation.   Filed
      as Exhibit 10.8 to the Corporation’s Form 8-K on December 18,
      2009.   Commission File No. 001-04146.

               

            
	
              Exhibit
      10.15

            	
              Intercreditor
      Agreement, dated as of December 16, 2009, by and among Navistar Financial
      Corporation, a Delaware corporation, Wells Fargo Equipment Finance, Inc.,
      a Minnesota corporation, Deutsche Bank Trust Company Americas, a
      corporation duly organized and existing under the laws of the State of New
      York, acting individually and as trustee for the holders of the secured
      obligations under the Amended and Restated Credit Agreement, and JPMorgan
      Chase Bank, N.A., as administrative agent for the lenders party to the
      Amended and Restated Credit Agreement.  Filed as Exhibit 10.9 to
      the Corporation’s Form 8-K on December 18,
      2009.   Commission File No. 001-04146.

               

            
	
              Exhibit
      10.16

            	
              Treasurer’s
      Agreement Number 3 to the Amended and Restated Master Intercompany
      Agreement dated as of April 1, 2007.   Filed as Exhibit
      10.1 to the Corporation’s Form 8-K on February 2,
      2010.   Commission File No. 001-04146.

               

            
	
              Exhibit
      10.17

            	
              Series
      2010-1 Indenture Supplement to the Indenture, dated February 12, 2010,
      between Navistar Financial Dealer Note Master Owner Trust, as Issuer, and
      The Bank of New York Mellon, a New York banking corporation, as Indenture
      Trustee.   Filed as Exhibit 10.1 to the Corporation’s Form
      8-K on February 16, 2010.   Commission File No.
      001-04146.

               

            
	
              Exhibit
      10.18

            	
              Operating
      Agreement, dated March 5, 2010, among Navistar Financial Corporation,
      Navistar, Inc., Navistar International Corporation, General Electric
      Capital Corporation and GE Capital Commercial Inc.  Filed as
      Exhibit 10.1 to the Corporation’s Form 8-K on March 9,
      2010.   Commission File No.
  001-04146.

            


    

    


     


    
      
         


      

      
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