exhibit_10.htm


     

    
      	
              Exhibit
      10

            
	 
      	 
      
	
              NAVISTAR
      FINANCIAL CORPORATION

            
	
              AND
      SUBSIDIARIES

            
	 
      	 
      
	
              MATERIAL
      CONTRACTS

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

               

            
	10.01	Master
      Inter-company Agreement dated as of April 26, 1993, between the
      Corporation and International.  Filed on the Corporation’s Form
      8-K on April 30, 1993.  Commission File No.  001-04146.
	 	 
	
              10.02

            	
              First
      Amendment to the Master Inter-company Agreement dated as of September 30,
      1996, between the Corporation and International.  Filed as
      Exhibit 10.60 to the Corporation's Form
      10-Q on September 10, 2004.  Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.03

            	
              Second
      Amendment to the Master Inter-company Agreement dated as of August 16,
      2000, between the Corporation and International.  Filed as
      Exhibit 10.61 to the Corporation's Form
      10-Q on September 10, 2004.  Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.04

            	
              Third
      Amendment to the Master Inter-company Agreement dated as of March 2002,
      between the Corporation and International.  Filed as Exhibit
      10.62 to the Corporation's Form 10-Q
      on September 10, 2004.  Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.05

            	
              Fourth
      Amendment to the Master Inter-company Agreement dated as of February 17,
      2004, between the Corporation and International.  Filed as
      Exhibit 3.1 to the Corporation’s Form
      10-Q on March 8, 2004.  Commission File
      No.  001-04146.

            
	 
      	 
      
	
              10.06

            	
              Amended
      and Restated Master Intercompany Agreement, dated April 1, 2007, between
      the Corporation and International. Filed as Exhibit 10.2 to the
      Corporation’s Form 8-K on April
      3, 2007. Commission File No. 001-04146.

            
	 
      	 
      
	
              10.07

            	
              Amended
      and Restated Credit Agreement dated as of July 1, 2005 between the
      Corporation, Arrendadora Financiera Navistar, S.A. de C. V., Servicios
      Financieros Navistar, S.A. de C.V., and Navistar
      Comercial,
      S.A. de C.V., as Borrowers, and 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,
      J.P. Morgan Securities Inc. and Banc of America Securities, LLC, as Joint
      Book Managers and Joint Lead Arrangers, with respect to $1,200,000,000
      Revolving Credit and
      Competitive Advance Facility.  Filed as Exhibit 10.01 to the
      Corporation’s Form 8-K on September 1, 2005.  Commission File
      No. 001-04146.

            
	 
      	 
      
	
              10.08

            	
              Amended
      and Restated Security, Pledge and Trust Agreement dated as of July 1,
      2005, between the Corporation and Deutsche Bank Trust Company Americas, as
      Trustee, pursuant to the terms of
      the Credit agreement.  Filed as Exhibit 10.02 to the
      Corporation’s Form 8-K on September 1, 2005.   Commission
      File No. 001-04146.

            


    


    
      
         


      

      
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              10.09

            	
              Waiver
      dated January 17, 2006, to the Amended and Restated Credit Agreement dated
      as of July 1, 2005 between the Corporation, Arrendadora Financiera
      Navistar, S.A. de C. V., Servicios Financieros Navistar, S.A. de C.V., and
      Navistar Comercial, S.A. de C.V., as Borrowers, and 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, J.P. Morgan
      Securities Inc. and Banc of America Securities, LLC, as Joint Book
      Managers and Joint Lead Arrangers, with respect to $1,200,000,000
      Revolving Credit and Competitive Advance Facility.  Filed as
      Exhibit 99.1 to the Corporation’s Form 8-K on March 8,
      2006.  Commission File No. 001-04146.

            
	 
      	 
      
	
              10.10

            	
              Second
      Waiver and Consent dated March 2, 2006, to the Amended and Restated Credit
      Agreement dated as of July 1, 2005 between the Corporation, Arrendadora
      Financiera Navistar, S.A. de C. V., Servicios Financieros Navistar, S.A.
      de C.V., and Navistar Comercial, S.A. de C.V., as Borrowers, and 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,
      J.P. Morgan Securities Inc. and Banc of America Securities, LLC, as Joint
      Book Managers and Joint Lead Arrangers, with respect to $1,200,000,000
      Revolving Credit and Competitive Advance Facility.  Filed as
      Exhibit 99.2 to the Corporation’s Form 8-K on March 8,
      2006.  Commission File No. 001-04146.

            
	 
      	 
      
	
              10.11

            	
              Third
      Waiver and Consent dated November 10, 2006, to the Amended and Restated
      Credit Agreement dated as of July 1, 2005 between the Corporation,
      Arrendadora Financiera Navistar, S.A. de C. V., Servicios Financieros
      Navistar, S.A. de C.V., and Navistar Comercial, S.A. de C.V., as
      Borrowers, and 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, J.P. Morgan Securities Inc. and Banc of America
      Securities, LLC, as Joint Book Managers and Joint Lead Arrangers, with
      respect to $1,200,000,000 Revolving Credit and Competitive Advance
      Facility.  Filed as Exhibit 10.1 to the Corporation’s Form 8-K
      on November 20, 2006.  Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.12

            	
              First
      Amendment dated March 28, 2007, to the Amended and Restated Credit
      Agreement dated as of July 1, 2005 among the Corporation, Arrendadora
      Financiera Navistar, S.A. de C. V., Organizacion Auxiliar del Credito, a
      Mexican corporation, Servicios Financieros Navistar, S.A. de C.V.,
      Sociedad Financiera de Objeto Limitado, a Mexican corporation and Navistar
      Comercial, S.A. de C.V., 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 April 3, 2007. Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.13

            	
              Second
      Amendment and Fourth Waiver dated October 23, 2007 to the Amended and
      Restated Credit Agreement dated as of July 1, 2005 among the Corporation,
      Arrendadora Financiera Navistar, S.A. de C. V., Organizacion Auxiliar del
      Credito, a Mexican corporation, Servicios Financieros Navistar, S.A. de
      C.V., Sociedad Financiera de Objeto Limitado, a Mexican corporation and
      Navistar Comercial, S.A. de C.V., 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.  dated and filed as Exhibit 10.1 to the Corporation’s
      Form 8-K on October 25, 2007. Commission File No.
    001-04146.

            


    


    
      
         


      

      
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              10.14

            	
              Fifth
      Waiver, dated as of November 28, 2007 (this “Waiver”), to the Amended and
      Restated Credit Agreement, dated as of July 1, 2005 (as heretofore
      amended, supplemented or otherwise modified, the ("Credit Agreement”),
      among Navistar Financial Corporation, a Delaware corporation, Arrendadora
      Financiera Navistar, S.A. de C. V., Organizacion Auxiliar del Credito, a
      Mexican corporation, Servicios Financieros Navistar, S.A. de C.V.,
      Sociedad Financiera de Objeto Limitado,  a Mexican corporation,
      and Navistar Ccmercial, 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, N.A.,
      as administrative agent for the Lenders (in such capacity, the
      “Administrative Agent”), Bankof 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”).   Filed as Exhibit 10.01 to the Corporation’s Form
      8-K on December, 14, 2007.   Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.15

            	
              Pooling
      and Servicing Agreement dated as of June 8, 1995, among the Corporation,
      as Servicer, Navistar Financial Securities Corporation, as Seller,
      Chemical Bank, as 1990 Trust Trustee, and The Bank of New York, as Master
      Trust Trustee.  Filed as Exhibit 4.1 to Navistar Financial
      Securities Corporation’s Form 8-K on December 12,
      2003.  Commission File No. 033-87374.

            
	 
      	 
      
	
              10.16

            	
              First
      Amendment to the Pooling and Servicing Agreement dated as of September 12,
      1995, among the Corporation, as Servicer, Navistar Financial Securities
      Corporation, as Seller, and The Bank of New York, as Master Trust
      Trustee.   Filed as Exhibit 10.103 to the Corporation’s
      Form 10-K on December 10, 2007. Commission File No.
    001-04146.

            
	 
      	 
      
	
              10.17

            	
              Second
      Amendment to the Pooling and Servicing Agreement dated as of March 27,
      1996, among the Corporation, as Servicer, Navistar Financial Securities
      Corporation, as Seller, and The Bank of New York, as Master Trust
      Trustee.  Filed as Exhibit 10.104 to the Corporation’s Form 10-K
      on December 10, 2007. Commission File No. 001-04146.

            
	 
      	 
      
	
              10.18

            	
              Third
      Amendment to the Pooling and Servicing Agreement dated as of July 17,
      1998, among the Corporation, as Servicer, Navistar Financial Securities
      Corporation, as Seller, and The Bank of New York, as Master Trust
      Trustee.   Filed as Exhibit 10.105 to the Corporation’s
      Form 10-K on December 10, 2007. Commission File No.
    001-04146.

            
	 
      	 
      
	
              10.19

            	
              Fourth
      Amendment to the Pooling and Servicing Agreement dated as of June 2, 2000,
      among the Corporation, as Servicer, Navistar Financial Securities
      Corporation, as Seller, and The Bank of New York, as Master Trust
      Trustee.  Filed as Exhibit 4.7 to Navistar Financial Securities
      Corporation’s Form S-3/A dated June 12, 2000.  Commission File
      No. 333-32960.

            
	 
      	 
      
	
              10.20

            	
              Fifth
      Amendment to the Pooling and Servicing Agreement dated as of July 13,
      2000, among the Corporation, as Servicer, Navistar Financial Securities
      Corporation, as Seller, and The Bank of New York, as Master Trust
      Trustee.  Filed as Exhibit 4.2 to Navistar Financial Dealer Note
      Master Trust’s Form 8-K on July 14, 2000.  Commission File No.
      033-36767-03.

            
	 
      	 
      
	
              10.21

            	
              Sixth
      Amendment to the Pooling and Servicing Agreement dated as of October 31,
      2003, among the Corporation, as Servicer, Navistar Financial Securities
      Corporation, as Seller, and The Bank of New York, as Master Trust
      Trustee.  Filed as Exhibit 4.7 to Navistar Financial Dealer Note
      Master Owner Trust’s Form S-3/A dated December 23,
      2003.  Commission File No. 333-104639-01.

            
	 
      	 
      
	
              10.22

            	
              Seventh
      Amendment to the Pooling and Servicing Agreement dated as of June 10,
      2004, among the Corporation, as Servicer, Navistar Financial Securities
      Corporation, as Seller, and The Bank of New York, as Master Trust
      Trustee.  Filed as Exhibit 4.6 to Navistar Financial Dealer Note
      Master Owner Trust’s Form 8-K on June 14, 2004.  Commission File
      No. 333-104639-01.

               

            


    


    
      
         


      

      
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              10.23

            	
              Series
      2000-VFC Supplement to the Pooling and Servicing Agreement, dated as of
      January 28, 2000, among the Corporation, as Servicer, Navistar Financial
      Securities Corporation, as Seller, and the Bank of New York, as Master
      Trust Trustee on behalf of the Series 2000-VFC Certificateholders. Filed
      as Exhibit 10.71 to the Corporation's Form 10-Q on April 19,
      2005.  Commission File No. 001-04146.

            
	 
      	 
      
	
              10.24

            	
              Certificate
      Purchase Agreement, dated as of January 28, 2000, among the Corporation,
      as Servicer, Navistar Financial Securities Corporation, as Seller,
      Receivables Capital Corporation, as the Conduit Purchaser, Bank of
      America, National Association, as Administrative Agent for the Purchasers,
      and as a Committed Purchaser. Filed as Exhibit 1.1 to Navistar Financial
      Securities Corporation’s Form 8-K on February 24, 2000. Commission File
      No. 033-87374.

            
	 
      	 
      
	
              10.25

            	
              Extension
      to the Certificate Purchase Agreement, dated as of January 25, 2001, among
      the Corporation, as Servicer, Navistar Financial Securities Corporation,
      as Seller, Receivables Capital Corporation, as the Conduit Purchaser, Bank
      of America, National Association, as a Committed
      Purchaser.   Filed as Exhibit 10.106 to the Corporation’s
      Form 10-K on December 10, 2007. Commission File No.
    001-04146.

            
	 
      	 
      
	
              10.26

            	
              Extension
      and Amendment to the Certificate Purchase Agreement, dated as of January
      23, 2002, among the Corporation, as Servicer, Navistar Financial
      Securities Corporation, as Seller, Receivables Capital Corporation, as the
      Conduit Purchaser, Bank of America, National Association, as a Committed
      Purchaser.   Filed as Exhibit 10.107 to the Corporation’s
      Form 10-K on December 10, 2007. Commission File No.
    001-04146.

            
	 
      	 
      
	
              10.27

            	
              Amendment
      No. 1 to the Series 2000-VFC Supplement to the Pooling and Servicing
      Agreement, dated as of January 22, 2003, by and among the Corporation, as
      Servicer, Navistar Financial Securities Corporation, as Seller, and the
      Bank of New York, as Master Trust Trustee. Filed as Exhibit 10.72 to the
      Corporation's Form 10-Q on April 19, 2005.  Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.28

            	
              First
      Amendment to Certificate Purchase Agreement, dated as of January 27, 2003,
      among the Corporation, as Servicer, Navistar Financial Securities
      Corporation, as Seller, Receivables Capital Corporation, as the Conduit
      Purchaser, Bank of America, National Association, as Administrative Agent
      for the Purchasers, and as a Committed Purchaser.   Filed
      as Exhibit 10.108 to the Corporation’s Form 10-K on December 10, 2007.
      Commission File No. 001-04146.

            
	 
      	 
      
	
              10.29

            	
              Amended
      and Restated Certificate Purchase Agreement, dated as of December 27,
      2004, among Corporation, as Servicer, Navistar Financial Securities
      Corporation, as Seller, Kitty Hawk Funding Corporation, as a Conduit
      Purchaser, Liberty Street Funding Corp., as a Conduit Purchaser, Bank of
      America, National Association, as Administrative Agent for the Purchasers,
      a Managing Agent, and as a Committed Purchaser and the Bank of Nova
      Scotia, as a Committed Purchaser and as a Managing Agent. Filed as Exhibit
      10.73 to the Corporation's Form 10-Q on April 19,
      2005.  Commission File No. 001-04146.

            
	 
      	 
      
	
              10.30

            	
              Extension
      to Amended and Restated Certificate Purchase Agreement, dated as of
      December 19, 2005, among the Corporation, as Servicer, Navistar Financial
      Securities Corporation, as Seller, Kitty Hawk Funding Corporation, as a
      Conduit Purchaser, Liberty Street Funding Corp., as a Conduit Purchaser,
      Bank of America, National Association, as Administrative Agent for the
      Purchasers, a Managing Agent, and as a Committed Purchaser and the Bank of
      Nova Scotia, as a Committed Purchaser and as a Managing
      Agent.   Filed as Exhibit 10.109 to the Corporation’s Form
      10-K on December 10, 2007. Commission File No.
  001-04146.

            


    


    
      
         


      

      
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              10.31

            	
              Amendment,
      Waiver, and Extension to Amended and Restated Certificate Purchase
      Agreement, dated as of May 26, 2006, among the Corporation, as Servicer,
      Navistar Financial Securities Corporation, as Seller, Kitty Hawk Funding
      Corporation, as a Conduit Purchaser, Liberty Street Funding Corp., as a
      Conduit Purchaser, Bank of America, National Association, as
      Administrative Agent for the Purchasers, a Managing Agent, and as a
      Committed Purchaser and the Bank of Nova Scotia, as a Committed Purchaser
      and as a Managing Agent.  Filed as Exhibit 10.110 to the
      Corporation’s Form 10-K on December 10, 2007. Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.32

            	
              Amendment,
      Waiver, and Extension to Amended and Restated Certificate Purchase
      Agreement, dated as of January 31, 2007, among the Corporation, as
      Servicer, Navistar Financial Securities Corporation, as Seller, Kitty Hawk
      Funding Corporation, as a Conduit Purchaser, Liberty Street Funding Corp.,
      as a Conduit Purchaser, Bank of America, National Association, as
      Administrative Agent for the Purchasers, a Managing Agent, and as a
      Committed Purchaser and the Bank of Nova Scotia, as a Committed Purchaser
      and as a Managing Agent.  Filed as Exhibit 10.111 to the
      Corporation’s Form 10-K on December 10, 2007. Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.33

            	
              Amendment
      dated October 31, 2006 to the Amended and Restated Certificate Purchase
      Agreement, dated as of December 27, 2004, among Corporation, as Servicer,
      Navistar Financial Securities Corporation, as Seller, Kitty Hawk Funding
      Corporation, as a Conduit Purchaser, Liberty Street Funding Corp., as a
      Conduit Purchaser, Bank of America, National Association, as
      Administrative Agent for the Purchasers, a Managing Agent, and as a
      Committed Purchaser and the Bank of Nova Scotia, as a Committed Purchaser
      and as a Managing Agent.   Filed as Exhibit 10.132 to the
      Corporation’s Form 10-K on December 10, 2007. Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.34

            	
              Amendment,
      waiver and extension dated March 24, 2006 to the Amended and Restated
      Certificate Purchase Agreement, dated as of December 27, 2004, among
      Corporation, as Servicer, Navistar Financial Securities Corporation, as
      Seller, Kitty Hawk Funding Corporation, as a Conduit Purchaser, Liberty
      Street Funding Corp., as a Conduit Purchaser, Bank of America, National
      Association, as Administrative Agent for the Purchasers, a Managing Agent,
      and as a Committed Purchaser and the Bank of Nova Scotia, as a Committed
      Purchaser and as a Managing Agent.   Filed as Exhibit
      10.133 to the Corporation’s Form 10-K on December 10, 2007. Commission
      File No. 001-04146.

            
	 
      	 
      
	
              10.35

            	
              Extension
      dated February 20, 2004 to the Certificate Purchase Agreement, dated as of
      January 28, 2000, among the Corporation, as Servicer, Navistar Financial
      Securities Corporation, as Seller, Kitty Hawk Funding Corporation, as
      conduit purchaser and assignee of Receivables Capital Corporation, and
      Bank of America, National Association, as Administrative Agent for the
      Purchasers, and as a Committed Purchaser.   Filed as
      Exhibit 10.134 to the Corporation’s Form 10-K on December 10, 2007.
      Commission File No. 001-04146.

            
	 
      	 
      
	
              10.36

            	
              Amended
      and Restated Certificate Purchase Agreement dated as of October 23, 2007
      to the amended and restated Certificate dated December 27,
      2004  between Navistar Financial Securities Corporation, as
      Seller and Navistar Financial Corporation, as Servicer, Kitty Hawk Funding Corporation, as a
      Conduit Purchaser, Liberty Street Funding Corp., as a Conduit Purchaser,
      Bank of America, National Association, as Administrative Agent for the
      Purchasers, a Managing Agent, and as a Committed Purchaser and the Bank of
      Nova Scotia, as a Committed Purchaser and as a Managing
      Agent.   Filed as Exhibit 10.147 to the Corporation’s Form
      10-K on December 10, 2007. Commission File No.
  001-04146.

            


    


    
      
         


      

      
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              10.37

            	
              Amended
      and Restated Fee Letter dated October 23, 2007, to the Restated Fee Letter
      dated May 26, 2006 amended and restated Certificate Purchase Agreement
      dated December 27, 2004 between Navistar Financial Securities Corporation,
      as Seller, Navistar Financial Corporation, as Servicer, Bank of America,
      National Association and The Bank of Nova Scotia, Kitty Hawk Funding
      Corporation, as a Conduit Purchaser, Liberty Street Funding LLC, as a
      Conduit Purchaser, The Bank of Nova Scotia, as a Managing Agent and as a
      Committed Purchaser, Bank of America, National Association, as
      Administrative Agent, and Bank of America, National Association, as a
      Committed Purchaser and a Managing Agent.   Filed as
      Exhibit 10.148 to the Corporation’s Form 10-K on December 10, 2007.
      Commission File No. 001-04146.

            
	 
      	 
      
	
              10.38

            	
              Amendment
      No. 2 dated October 25, 2007 to the Series 2000-VFC Supplement to the
      Pooling and Servicing Agreement dated January 28, 2000, among Navistar
      Financial Securities Corporation, as Seller, Navistar Financial
      Corporation, as Servicer, The Bank of New York, a New York banking
      corporation, as Master Trust Trustee.   Filed as Exhibit
      10.149 to the Corporation’s Form 10-K on December 10, 2007. Commission
      File No. 001-04146.

            
	 
      	 
      
	
              10.39

            	
              Waiver and
      Extension dated December 7, 2007 to the Amended
      and Restated Certificate Purchase Agreement, dated December 27, 2004
      (this “Amendment”)  among Navistar Financial Securities Corporation
      (the “Seller”),  Navistar Financial Corporation (“Servicer”), Kitty
      Hawk Funding Corporation, (“KHFC”), as a Conduit Purchaser, Liberty Street
      Funding LLC (f/k/a Liberty Street Funding Corp. “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.  Filed as Exhibit 10.6 to the Corporation’s
      Form 8-K on December 14, 2007.   Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.40

            	
              Master
      Owner Trust Agreement dated as of June 10, 2004, between Navistar
      Financial Securities Corporation, as Seller and Chase Manhattan Bank USA,
      N.A. as Master Owner Trust Trustee.  Filed as Exhibit 4.11 to
      Navistar Financial Dealer Note Master Owner Trust’s Form 8-K on June 14,
      2004.  Commission File No. 333-104639-01.

            
	 
      	 
      
	
              10.41

            	
              Indenture,
      dated as of June 10, 2004, between Navistar Financial Dealer Note Master
      Owner Trust, as Issuer, and The Bank of New York, as Indenture
      Trustee.  Filed as Exhibit 4.2 to Navistar Financial Dealer Note
      Master Owner Trust’s Form 8-K on June 14, 2004.  Commission File
      No. 333-104639-01.

            
	 
      	 
      
	
              10.42

            	
              Series
      2005-1 Indenture Supplement to the Indenture, dated as of February 28,
      2005, between Navistar Financial Dealer Note Master Owner Trust, as
      Issuer, and The Bank of New York, as Indenture Trustee.  Filed
      as Exhibit 4.1 to Navistar Financial Dealer Note Master Owner Trust’s Form
      8-K on March 4, 2005.  Commission File No.
      333-104639-01.

            
	 
      	 
      
	
              10.43

            	
              Receivables
      Purchase Agreement dated as of October 16, 2000, between Truck Retail
      Instalment Paper Corp. and the Corporation.  Filed as Exhibit
      10.02 to the Corporation's Form 10-Q on March 15,
      2001.  Commission File No. 001-04146.

            
	 
      	 
      
	
              10.44

            	
              Servicing
      Agreement dated as of October 16, 2000, between the Corporation, as
      Servicer, and Navistar Leasing Company, Harco Leasing Company, Inc., Truck
      Retail Instalment Paper Corp., The Bank of New York as Collateral Agent,
      and Bank One National Association, as Portfolio Trustee.  Filed
      as Exhibit 10.01 to the Corporation's Form 10-Q on March 15,
      2001.  Commission File No. 001-04146.

            
	 
      	 
      
	
              10.45

            	
              Indenture
      Agreement dated as of October 16, 2000, between Truck Retail Instalment
      Paper Corp., as Issuer, and The Bank of New York, as Indenture
      Trustee.  Filed as Exhibit 10.03 to the Corporation's Form 10-Q
      on March 15, 2001.  Commission File No.
  001-04146

            


    


    
      
         


      

      
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              10.46

            	
              Series
      2005-1 Supplement dated as of June 29, 2005, to the Indenture also dated
      October 16, 2000 between Truck Retail Instalment Paper Corp., as Issuer,
      and The Bank of New York, as Indenture Trustee.  Filed as
      Exhibit 10.03 to the Corporation’s Form 8-K on September 1,
      2005.   Commission File No. 001-04146.

            
	 
      	 
      
	
              10.47

            	
              Supplement
      No. 1, dated as of July 24, 2001, to Indenture agreement dated October 16,
      2000, among Truck Retail Instalment Paper Corp., as Issuer, and The Bank
      of New York, as Indenture Trustee, to amend the Indenture to (i) revise
      the definition of "Series 2000-1 Loss Reserve Specified Balance", and (ii)
      revise the Amortization Events. Filed as Exhibit 10 to the Corporation’s
      Form 8-K on August 6, 2001.  Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.48

            	
              Supplement
      No. 2, dated as of July 31, 2002, to Indenture agreement dated October 16,
      2000, among Truck Retail Instalment Paper Corp., as Issuer, and The Bank
      of New York, as Indenture Trustee, to amend the Indenture to (i) revise
      the definition of “Series 2000-1 Loss Reserve Specified Balance,” (ii)
      revise the definition of “Reserve Account Trigger Event.”, and (iii)
      revise the definition of “Receivable Sale Closing
      Conditions.”  Filed on the Corporation’s Form 8-K on November
      27, 2002.  Commission File No. 001-04146.

            
	 
      	 
      
	
              10.49

            	
              Receivables
      Purchase Agreement, dated as of April 8, 2004, among Truck Retail Accounts
      Corporation, as Seller, the Corporation, as Servicer, Bank One, NA, as
      Agent, and Jupiter Securitization Corporation, as
      Conduit.  Filed as Exhibit 10.112 to the Corporation’s Form 10-K
      on December 10, 2007. Commission File No. 001-04146.

            
	 
      	 
      
	
              10.50

            	
              Receivables
      Sale Agreement, dated as of April 8, 2004, between the Corporation, as
      Transferor, and Truck Retail Accounts Corporation, as
      Transferee.  Filed as Exhibit 10.113 to the Corporation’s Form
      10-K on December 10, 2007. Commission File No.
  001-04146.

            
	 
      	 
      
	
              10.51

            	
              Waiver
      No. 1 to Receivables Purchase Agreement, dated as of January 28, 2005,
      among Truck Retail Accounts Corporation, as Seller, the Corporation, as
      initial Servicer, Bank One, NA, as Agent, and Jupiter Securitization
      Corporation, as Conduit.   Filed as Exhibit 10.114 to the
      Corporation’s Form 10-K on December 10, 2007. Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.52

            	
              Waiver
      No. 2 to Receivables Purchase Agreement, dated as of March 14, 2005, among
      Truck Retail Accounts Corporation, as Seller, the Corporation, as initial
      Servicer, Bank One, NA, as Agent, and Jupiter Securitization Corporation,
      as Conduit.   Filed as Exhibit 10.115 to the Corporation’s
      Form 10-K on December 10, 2007. Commission File No.
    001-04146.

            
	 
      	 
      
	
              10.53

            	
              Waiver
      No. 3 to Receivables Purchase Agreement, dated as of April 14, 2005, among
      Truck Retail Accounts Corporation, as Seller, the Corporation, as initial
      Servicer, JP Morgan Chase Bank, N.A.(successor by merger to Bank One, NA),
      as Agent, and Jupiter Securitization Corporation, as
      Conduit.   Filed as Exhibit 10.116 to the Corporation’s
      Form 10-K on December 10, 2007. Commission File No.
    001-04146.

            
	 
      	 
      
	
              10.54

            	
              Waiver
      No. 4 to Receivables Purchase Agreement, dated as of July 20, 2005, among
      Truck Retail Accounts Corporation, as Seller, the Corporation, as initial
      Servicer, JP Morgan Chase Bank, N.A.(successor by merger to Bank One, NA),
      as Agent, and Jupiter Securitization Corporation, as
      Conduit.  Filed as Exhibit 10.117 to the Corporation’s Form 10-K
      on December 10, 2007. Commission File No. 001-04146.

            
	 
      	 
      
	
              10.55

            	
              Waiver
      No. 5 to Receivables Purchase Agreement, dated as of January 17, 2006,
      among Truck Retail Accounts Corporation, as Seller, the Corporation, as
      initial Servicer, JP Morgan Chase Bank, N.A.(successor by merger to Bank
      One, NA), as Agent, and Jupiter Securitization Corporation, as
      Conduit.   Filed as Exhibit 10.118 to the Corporation’s
      Form 10-K on December 10, 2007. Commission File No.
    001-04146.

            


    


    
      
         


      

      
        E-9

        
          

        

      

      
         


      

    


    


     

    
      	 
      	 
      
	
              10.56

            	
              Waiver
      No. 6 to Receivables Purchase Agreement, dated as of March 21, 2006, among
      Truck Retail Accounts Corporation, as Seller, the Corporation, as initial
      Servicer, JP Morgan Chase Bank, N.A.(successor by merger to Bank One, NA),
      as Agent, and Jupiter Securitization Corporation, as
      Conduit.   Filed as Exhibit 10.119 to the Corporation’s
      Form 10-K on December 10, 2007. Commission File No.
    001-04146.

            
	 
      	 
      
	
              10.57

            	
              Waiver
      No. 7 to Receivables Purchase Agreement, dated as of January 31, 2007,
      among Truck Retail Accounts Corporation, as Seller, the Corporation, as
      initial Servicer, JP Morgan Chase Bank, N.A.(successor by merger to Bank
      One, NA), as Agent, and Jupiter Securitization Corporation, as Conduit.
      Filed as Exhibit 10.120 to the Corporation’s Form 10-K on December 10,
      2007. Commission File No. 001-04146.

            
	 
      	 
      
	
              10.58

            	
              Waiver
      No. 1 to Receivables Sale Agreement, dated as of March 21, 2006, among the
      Corporation, as Transferor and Truck Retail Accounts Corporation, as
      Transferee.   Filed as Exhibit 10.121 to the Corporation’s
      Form 10-K on December 10, 2007. Commission File No.
    001-04146.

            
	 
      	 
      
	
              10.59

            	
              Waiver
      No. 2 to Receivables Sale Agreement, dated as of January 31, 2007, among
      the Corporation, as Transferor and Truck Retail Accounts Corporation, as
      Transferee.   Filed as Exhibit 10.122 to the Corporation’s
      Form 10-K on December 10, 2007. Commission File No.
    001-04146.

            
	 
      	 
      
	
              10.60

            	
              Amendment
      No. 1 to Receivables Purchase Agreement, dated as of March 31, 2005, among
      Truck Retail Accounts Corporation, as Seller, the Corporation, as initial
      Servicer, Bank One, NA, as Agent, and Jupiter Securitization Corporation,
      as Conduit.   Filed as Exhibit 10.123 to the Corporation’s
      Form 10-K on December 10, 2007. Commission File No.
    001-04146.

            
	 
      	 
      
	
              10.61

            	
              Amendment
      No. 2 to Receivables Purchase Agreement, dated as of August 14, 2005,
      among Truck Retail Accounts Corporation, as Seller, the Corporation, as
      initial Servicer, JP Morgan Chase Bank, N.A.(successor by merger to Bank
      One, NA), as Agent, and Jupiter Securitization Corporation, as
      Conduit.  Filed as Exhibit 10.124 to the Corporation’s Form 10-K
      on December 10, 2007. Commission File No. 001-04146.

            
	 
      	 
      
	
              10.62

            	
              Amendment
      No. 3 to Receivables Purchase Agreement, dated as of August 11, 2006,
      among Truck Retail Accounts Corporation, as Seller, the Corporation, as
      initial Servicer, JP Morgan Chase Bank, N.A.(successor by merger to Bank
      One, NA), as Agent, and Jupiter Securitization Corporation, as Conduit.
      Filed as Exhibit 10.125 to the Corporation’s Form 10-K on December 10,
      2007. Commission File No. 001-04146.

            
	 
      	 
      
	
              10.63

            	
              Amendment
      No. 4 dated August 10, 2007 to the Receivables Purchase Agreement, dated
      as of April 8, 2004, among Truck Retail Accounts Corporation, as Seller,
      the Corporation, as Servicer, JP Morgan Chase Bank, N.A. (successor by
      merger to Bank One, NA), as Agent, and Jupiter Securitization Corporation,
      as Conduit.  Filed as Exhibit 10.128 to the Corporation’s Form
      10-K on December 10, 2007. Commission File No.
  001-04146.

            
	 
      	 
      
	
              10.64

            	
              Amendment
      No. 5 dated August 15, 2007 to the Receivables Purchase Agreement, dated
      as of April 8, 2004, among Truck Retail Accounts Corporation, as Seller,
      the Corporation, as Servicer, JP Morgan Chase Bank, N.A. (successor by
      merger to Bank One, NA), as Agent, Jupiter Securitization Company, LLC,
      and JS Siloed Trust, as Trust.   Filed as Exhibit 10.135 to
      the Corporation’s Form 10-K on December 10, 2007. Commission File No.
      001-04146.

            


    


    
      
         


      

      
        E-10

        
          

        

      

      
         


      

    


    


     

    
      	 
      	 
      
	
              10.65

            	
              First
      Amended Control Agreement, dated as of February 20, 2007, among Truck
      Retail Accounts Corporation, as Seller, the Corporation, as Servicer, JP
      Morgan Chase Banks N.A. (successor by merger to Bank One, N.A.), as Agent,
      and The Bank of New York (successor to JP Morgan Chase Bank, N.A.), as
      Securities Intermediary.  Filed as Exhibit 10.138 to the
      Corporation’s Form 10-K on December 10, 2007. Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.66

            	
              Waiver
      No.
      8 dated October 23, 2007 to the Receivables Purchase Agreement
      dated as of April 8, 2004 among Truck Retail Accounts Corporation, as
      Seller, Navistar
      Financial Corporation, as initial Servicer, 
      JS Siloed Trust as assignee of Jupiter Securitization Company LLC,
      and JPMorgan Chase Bank, N.A. (successor by merger to Bank One,
      NA), as agent.   Filed as Exhibit 10.150 to the
      Corporation’s Form 10-K on December 10, 2007. Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.67

            	
              Waiver
      No. 3 dated October 23, 2007 to the Receivables Sale Agreement dated as of
      April 8, 2004 among Navistar Financial Corporation, a Delaware
      corporation, as
      Transferor, and Truck Retail Accounts Corporation, as
      Transferee.   Filed as Exhibit 10.151 to the Corporation’s
      Form 10-K on December 10, 2007. Commission File No.
    001-04146.

            
	 
      	 
      
	
              10.68

            	
              Fourth
      Waiver dated November 28, 2007 to the Receivable Sale Agreement dated
      April 8, 2004, among Navistar Financial Corporation, as Transferor, and
      Truck Retail Accounts Corporation, as Transferee.  Filed as
      Exhibit 10.11 to the Corporation’s Form 8-K on December 14,
      2007.   Commission File No. 001-04146.

            
	 
      	 
      
	
              10.69

            	
              Ninth
      Waiver (this “Waiver”), dated November 28, 2007 to the
      Receivable Purchase Agreement dated April 8, 2004, among Truck Retail
      Accounts Corporation, a Delaware corporation (“Seller”), Navistar
      Financial Corporation, a Delaware corporation (“Navistar”), as initial
      Servicer (Navistar, together with Seller, the “Seller Parties” and each a
      “Seller Party”), the entities set forth on the signature pages to this
      Agreement (together with any of their respective successors and assigns
      hereunder, the “Financial Institutions”), JS Siloed Trust as assignee of
      Jupiter Securitization Company LLC (“Trust”), and JPMorgan Chase Bank,
      N.A. (successor by merger to Bank One, NA (Main Office Chicago)), as agent
      for the Purchasers.    Filed as Exhibit 10.11 to the
      Corporation’s Form 8-K on December 14, 2007.   Commission
      File No. 001-04146.

            
	 
      	 
      
	
              10.70

            	
              Purchase
      Agreement dated as of July 27, 2005, between the Corporation and Navistar
      Financial Retail Receivables Corporation, with respect to Navistar
      Financial 2005-A Owner Trust.  Filed as Exhibit 99.1 to Navistar
      Financial Retail Receivables Corporation Owner Trust 2005-A’s Form 8-K on
      July 27, 2005.  Commission File No.
    333-115716-01.

            
	 
      	 
      
	
              10.71

            	
              Pooling
      Agreement dated as of July 27, 2005 among Navistar Financial Retail
      Receivables Corporation, as Seller, and Navistar Financial 2005-A Owner
      Trust, as Issuer.  Filed as Exhibit 4.1 to Navistar Financial
      Retail Receivables Corporation Owner Trust 2005-A Form 8-K on July 27,
      2005.   Commission File
      No.  333-115716-01.

            
	 
      	 
      
	
              10.72

            	
              Servicing
      Agreement dated as of July 27, 2005, between the Corporation, as Servicer,
      Navistar Leasing Company, Harco Leasing Company, Inc., Navistar Financial
      Retail Receivables Corporation, The Bank of New York as Collateral Agent
      and as Indenture Trustee, JP Morgan Trust Company, National Association,
      (as successor-in-interest to Bank One, National Association),as Portfolio
      Trustee, and Navistar Financial 2005-A Owner Trust, as
      Issuer.  Filed as Exhibit 99.3 to Navistar Financial Retail
      Receivables Corporation Owner Trust 2005-A’s Form 8-K on July 27.
      2005.   Commission File No.
  333-115716-01.

            
	 
      	 
      


    


    
      
         


      

      
        E-11

        
          

        

      

      
         


      

    


    


     

    
      	
              10.73

            	
              Trust
      Agreement dated as of July 27, 2005, between Navistar Financial Retail
      Receivables Corporation, as Seller, and Chase Bank USA, National
      Association, as Owner Trustee, with respect to Navistar Financial 2005-A
      Owner Trust.    Filed as Exhibit 4.3 to Navistar
      Financial Retail Receivables Corporation Owner Trust 2005-A’s Form 8-K on
      July 27, 2005.  Commission File
      No.  333-115716-01.

            
	 
      	 
      
	
              10.74

            	
              Indenture
      dated as of July 27, 2005, between Navistar Financial 2005-A Owner Trust
      and The Bank of New York, as Indenture Trustee, with respect to Navistar
      Financial 2005-A Owner Trust.  Filed as Exhibit 4.2 to Navistar
      Financial Retail Receivables Corporation Owner Trust 2005-A’s Form 8-K on
      July 27, 2005.  Commission File No.
    333-115716-01.

            
	 
      	 
      
	
              10.75

            	
              Purchase
      Agreement dated as of September 1, 2006, between the Corporation and
      Navistar Financial Retail Receivables Corporation, with respect to
      Navistar Financial 2006-ARC Owner Trust. Filed as Exhibit 10.5 to the
      Corporation’s Form 8-K on September 8, 2006. Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.76

            	
              Pooling
      Agreement dated as of September 1, 2006 among Navistar Financial Retail
      Receivables Corporation, as Seller, and Navistar Financial 2006-ARC Owner
      Trust, as Issuer. Filed as Exhibit 10.2 to the Corporation’s Form 8-K on
      September 8, 2006. Commission File No. 001-04146.

            
	 
      	 
      
	
              10.77

            	
              Servicing
      Agreement dated as of September 1, 2006, between the Corporation, as
      Servicer, Navistar Leasing Company, Harco Leasing Company, Inc., Navistar
      Financial Retail Receivables Corporation, The Bank of New York as
      Collateral Agent, LaSalle Bank National Association, as Indenture Trustee,
      JP Morgan Trust Company, National Association, (as successor-in-interest
      to Bank One, National Association), as Portfolio Trustee, and Navistar
      Financial 2006-ARC Owner Trust, as Issuer. Filed as Exhibit 10.6 to the
      Corporation’s Form 8-K on September 8, 2006. Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.78

            	
              Trust
      Agreement dated as of September 1, 2006, between Navistar Financial Retail
      Receivables Corporation, as Seller, and Chase Bank USA, National
      Association, as Owner Trustee, with respect to Navistar Financial 2006-ARC
      Owner Trust. Filed as Exhibit 10.4 to the Corporation’s Form 8-K on
      September 8, 2006. Commission File No. 001-04146.

            
	 
      	 
      
	
              10.79

            	
              Indenture
      dated as of September 1, 2006, between Navistar Financial 2006-ARC Owner
      Trust and LaSalle Bank National Association, as Indenture Trustee, with
      respect to Navistar Financial 2006-ARC Owner Trust. Filed as Exhibit 10.3
      to the Corporation’s Form 8-K on September 8, 2006. Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.80

            	
              Note
      Purchase Agreement, dated as of September 1, 2006, among Navistar
      Financial Retail Receivables Corporation, as Seller, Navistar Financial
      Corporation, as Servicer, ABN AMRO Bank N.V, as Funding Agent for the
      Investors and as an alternate investor, Amsterdam Funding Corporation, as
      Conduit Investor.  Filed as Exhibit 10.1 to the Corporation’s
      Form 8-K on September 8, 2006. Commission File No.
    001-04146.

            
	 
      	 
      
	
              10.81

            	
              Amendment
      No. 1 to the Pooling Agreement, dated as of January 31, 2007, among
      Navistar Financial Retail Receivables Corporation (the “Seller”), and
      Navistar Financial 2006-ARC Owner Trust, as Issuer.  Filed as
      Exhibit 10.126 to the Corporation’s Form 10-K on December 10, 2007.
      Commission File No. 001-04146.

            


    


    
      
         


      

      
        E-12

        
          

        

      

      
         


      

    


    


     

    
      	10.82	 
      

              Waiver
      dated January 31, 2007 to (i) the Indenture dated as of September 1, 2006
      between Navistar Financial 2006-ARC Owner Trust, a Delaware statutory
      trust, and LaSalle Bank National Association, a national banking
      association, as Indenture Trustee, (ii) the Note Purchase Agreement dated
      as of September 1, 2006, among Navistar Financial Retail Receivables
      Corporation, as Seller, Navistar Financial Corporation, Amsterdam Funding
      Corporation, as a Conduit Investor, and ABN AMRO Bank, N.V., as Funding
      Agent and an Alternate Investor, (iii) the Servicing Agreement dated as of
      September 1, 2006, among Navistar Leasing Company, Harco Leasing Company,
      Inc., Navistar Financial Retail Receivables Corporation, The Bank of New
      York Trust Company, N.A., as Collateral Agent, JP Morgan Trust Company,
      National Association, (as successor-in-interest to Bank One, National
      Association), as Portfolio Trustee, Navistar Financial 2006-ARC Owner
      Trust, as Issuer, NFC, as Servicer, and LaSalle Bank, National
      Association, as Indenture Trustee, and (iv) the ISDA Master Agreement
      dated as of September 1, 2006 between LaSalle Bank National Association
      and Navistar Financial Corporation.  Filed as Exhibit 10.130 to
      the Corporation’s Form 10-K on December 10, 2007. Commission File No.
      001-04146.

            
	
               

            	
               

            
	
              10.83

            	
              Waiver
      dated October 23, 2007 to (i) the indenture dated as of September 1, 2006
      between Navistar Financial 2006-ARC Owner Trust, a Delaware statutory
      trust, and LaSalle Bank National Association, a national banking
      association, as indenture trustee (ii) the Note Purchase Agreement dated
      as of September 1, 2006, among Navistar Financial Retail Receivables
      Corporation, as the Seller, Navistar Financial Corporation , Amsterdam
      Funding Corporation, as a Conduit Investor, and ABN AMRO Bank, N.V., as
      Funding Agent and an Alternate Investor, (iii) the Servicing Agreement
      dated as of September 1, 2006 (the “Servicing Agreement”), among Navistar
      Leasing Company, Harco Leasing Company, Inc., Navistar Financial Retail
      Receivables Corporation, The Bank of New York Trust Company, N.A., as
      Collateral Agent, JP Morgan Trust Company, National Association (as
      successor-in-interest to Bank One, National Association), as Portfolio
      Trustee, Navistar Financial 2006-ARC Owner Trust, as Issuer, Navistar
      Financial Corporation, as Servicer, and LaSalle Bank, National
      Association, as Indenture Trustee, and (iv) the ISDA Master Agreement
      dated as of September 1, 2006 between LaSalle Bank National Association
      (in such capacity, the “Swap Counterparty”) and Navistar Financial
      Corporation.  Filed as Exhibit 10.154 to the Corporation’s Form
      10-K on December 10, 2007. Commission File No.
001-04146

            
	 
      	 
      
	
              10.84

            	
              Waiver
      dated December 6, 2007 to the Indenture dated as of  September 1,
      2006 (as amended, the "Indenture") between Navistar Financial 2006-ARC
      Owner Trust, a Delaware statutory trust, and LaSalle Bank National
      Association, a national banking association, as indenture trustee (in such
      capacity, the "Indenture Trustee"), (b) the Note Purchase Agreement dated
      as of September 1, 2006 (the "Note Purchase Agreement"), among Navistar
      Financial Retail Receivables Corporation (the "Seller"), Navistar
      Financial Corporation ("NFC"), Amsterdam Funding Corporation, as a Conduit
      Investor, and ABN AMRO Bank, N.V., as Funding Agent and an Alternate
      Investor , (c) the Servicing Agreement dated as of September 1, 2006 (the
      "ServicingAgreement"), among Navistar Leasing Company, Harco Leasing
      Company, Inc., Navistar Financial Retail Receivables Corporation, The Bank
      of New York Trust Company, N.A., as Collateral Agent, JP Morgan Trust
      Company, National Association (as successor-in-interest to Bank One,
      National Association), as Portfolio Trustee, Navistar Financial 2006-ARC
      Owner Trust, as Issuer, NFC, as Servicer, and LaSalle Bank, National
      Association, as Indenture Trustee, and (d) the ISDA Master Agreement dated
      as of September 1, 2006 between LaSalle Bank National Association (in such
      capacity, the "Swap Counterpartv") and Navistar Financial Corporation.
      Filed as Exhibit 10.9 to the Corporation’s Form 8-K on December 14,
      2007.   Commission File No. 001-04146.

            
	
               

            


    

    
    


    
      
         


      

      
        E-13

        
          

        

      

      
         


      

    


    


     

    
      	
              10.85

            	
              Purchase
      Agreement dated as of February 27, 2006, between the Corporation and
      Navistar Financial Retail Receivables Corporation, with respect to
      Navistar Financial 2006-BOA Owner Trust. Filed as Exhibit 10.5 to the
      Corporation’s Form 8-K on April 5, 2006. Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.86

            	
              Pooling
      Agreement dated as of February 27, 2006 among Navistar Financial Retail
      Receivables Corporation, as Seller, and Navistar Financial 2006-BOA Owner
      Trust, as Issuer. Filed as Exhibit 10.2 to the Corporation’s Form 8-K on
      April 5, 2006. Commission File No. 001-04146.

            
	 
      	 
      
	
              10.87

            	
              Servicing
      Agreement dated as of February 27, 2006, between the Corporation, as
      Servicer, Navistar Financial Retail Receivables Corporation, The Bank of
      New York as Indenture Trustee, and Navistar Financial 2006-BOA Owner
      Trust, as Issuer. Filed as Exhibit 10.6 to the Corporation’s Form 8-K on
      April 5, 2006. Commission File No. 001-04146.

            
	 
      	 
      
	
              10.88

            	
              Trust
      Agreement dated as of February 27, 2006, between Navistar Financial Retail
      Receivables Corporation, as Seller, and Chase Bank USA, National
      Association, as Owner Trustee, with respect to Navistar Financial 2006-BOA
      Owner Trust. Filed as Exhibit 10.4 to the Corporation’s Form 8-K on April
      5, 2006. Commission File No. 001-04146.

            
	 
      	 
      
	
              10.89

            	
              Indenture
      dated as of February 27, 2006, between Navistar Financial 2006-BOA Owner
      Trust and The Bank of New York, as Indenture Trustee, with respect to
      Navistar Financial 2006-BOA Owner Trust. Filed as Exhibit 10.3 to the
      Corporation’s Form 8-K on April 5, 2006. Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.90

            	
              Note
      Purchase Agreement, dated as of February 27, 2006, among Navistar
      Financial Retail Receivables Corporation, as Seller, Navistar Financial
      Corporation, as Servicer, Bank of America,, as Agent for the Investors,
      Administrator and as an alternate investor, Kitty Hawk Funding
      Corporation, as the Conduit Investor.  Filed as Exhibit 10.1 to
      the Corporation’s Form 8-K on April 5, 2006. Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.91

            	
              Amendment
      dated January 31, 2007 to the Note Purchase Agreement, dated as of
      February 27, 2006, among Navistar Financial Retail Receivables
      Corporation, as Seller, the Corporation, as Servicer, Kitty Hawk Funding
      Corporation, as Conduit Investor, and Bank of America, National
      Association, as Agent.   Filed as Exhibit 10.139 to the
      Corporation’s Form 10-K on December 10, 2007. Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.92

            	
              Amendment
      to Note Purchase Agreement dated as of October 23, 2007, between Navistar
      Financial Retail Receivables Corporation, as Seller, Navistar Financial
      Corporation, as Servicer, Kitty Hawk Funding Corporation, as a Conduit
      Investor, and Bank of America, National Association, as Agent, the
      Administrator and an Alternate Investor.   Filed as Exhibit
      10.157 to the Corporation’s Form 10-K on December 10, 2007. Commission
      File No. 001-04146.

            
	 
      	 
      
	
              10.93

            	
              Amendment
      dated December  7, 2007 to the Note Purchase Agreement, (this
      “Amendment”), among Navistar Financial Retail Receivables Corporation (the
      “Seller”), Navistar Financial Corporation (“Servicer”), Kitty Hawk Funding
      Corporation, (“KHFC”), as a Conduit Investor, and Bank of America,
      National Association (“Bank of America”), as Agent, the Administrator and
      an Alternate Investor.  Filed as Exhibit 10.5 to the
      Corporation’s Form 8-K on December 14, 2007.   Commission
      File No. 001-04146.

               

            
	
              10.94

            	
              Purchase
      Agreement dated as of October 20, 2006, between the Corporation and
      Navistar Financial Retail Receivables Corporation, with respect to
      Navistar Financial 2006-RBC Owner Trust. Filed as Exhibit 10.5 to the
      Corporation’s Form 8-K on October 25, 2006. Commission File No.
      001-04146.

            


    


    
      
         


      

      
        E-14

        
          

        

      

      
         


      

    


    


     

    
      	 
      	 
      
	
              10.95

            	
              Pooling
      Agreement dated as of October 20, 2006 among Navistar Financial Retail
      Receivables Corporation, as Seller, and Navistar Financial 2006-RBC Owner
      Trust, as Issuer. Filed as Exhibit 10.2 to the Corporation’s Form 8-K on
      October 25, 2006. Commission File No. 001-04146.

            
	 
      	 
      
	
              10.96

            	
              Servicing
      Agreement dated as of October 20, 2006, between the Corporation, as
      Servicer, Navistar Financial Retail Receivables Corporation, The Bank of
      New York as Indenture Trustee, and Navistar Financial 2006-RBC Owner
      Trust, as Issuer. Filed as Exhibit 10.6 to the Corporation’s Form 8-K on
      October 25, 2006. Commission File No. 001-04146.

            
	 
      	 
      
	
              10.97

            	
              Trust
      Agreement dated as of October 20, 2006, between Navistar Financial Retail
      Receivables Corporation, as Seller, and Chase Bank USA, National
      Association, as Owner Trustee, with respect to Navistar Financial 2006-RBC
      Owner Trust. Filed as Exhibit 10.4 to the Corporation’s Form 8-K on
      October 25, 2006. Commission File No. 001-04146.

            
	 
      	 
      
	
              10.98

            	
              Indenture
      dated as of October 20, 2006, between Navistar Financial 2006-RBC Owner
      Trust and The Bank of New York, as Indenture Trustee, with respect to
      Navistar Financial 2006-RBC Owner Trust. Filed as Exhibit 10.3 to the
      Corporation’s Form 8-K on October 25, 2006. Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.99

            	
              Note
      Purchase Agreement, dated as of October 20, 2006, among Navistar Financial
      Retail Receivables Corporation, as seller, Navistar Financial Corporation,
      as Servicer, Royal Bank of Canada, as Agent for the Investors, and Thunder
      Bay Funding LLC, as Conduit Investor.  Filed as Exhibit 10.1 to
      the Corporation’s Form 8-K on October 25, 2006. Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.100

            	
              Amendment
      No.1 to the Pooling Agreement, dated as of May 31, 2007, among Navistar
      Financial Retail Receivables Corporation (the “Seller”), and Navistar
      Financial 2006-RBC Owner Trust, as Issuer.  Filed as Exhibit
      10.127 to the Corporation’s Form 10-K on December 10, 2007. Commission
      File No. 001-04146.

            
	 
      	 
      
	
              10.101

            	
              Waiver
      dated March 31, 2007 to (i) the Note Purchase Agreement, dated as of
      October 20, 2006, among Navistar Financial Retail Receivables Corporation,
      as Seller, Navistar Financial Corporation, individually and as Servicer,
      Thunder Bay Funding, LLC., as Conduit Investor, and Royal Bank of Canada,
      as Agent and (ii) the Servicing Agreement, dated as of October 20, 2006,
      among Navistar Financial Retail Receivables, Navistar Financial 2006-RBC
      Owner Trust, as issuer, Navistar Financial Corporation, as Servicer, and
      The Bank of New York, as Indenture Trustee.   Filed as
      Exhibit 10.137 to the Corporation’s Form 10-K on December 10, 2007.
      Commission File No. 001-04146.

               

            
	
              10.102

            	
              Waiver
      dated October 23, 2007 to (i) the Note Purchase Agreement, dated as of
      October 20, 2006 among Navistar Financial Retail Receivables Corporation,
      as Seller, Navistar Financial Corporation, individually and as Servicer,
      Thunder Bay Funding, LLC, as Conduit Investor, and Royal Bank of Canada,
      as Agent and (ii) the Servicing Agreement, dated as of October 20, 2006,
      among Navistar Financial Retail Receivables Corporation, Navistar
      Financial 2006-RBC Owner Trust, as Issuer, Navistar Financial Corporation
      , as Servicer, and The Bank of New York, as Indenture
      Trustee.    Filed as Exhibit 10.155 to the
      Corporation’s Form 10-K on December 10, 2007. Commission File No.
      001-04146.

            


    


    
      
         


      

      
        E-15

        
          

        

      

      
         


      

    


    


     

    
      	 
      	 
      
	
              10.103

            	
              Waiver
      dated December  6, 2007 to the Note Purchase Agreement, dated as of
      October 20, 2006 (as in effect on the date hereof, the “Note Purchase
      Agreement”) among Navistar Financial Retail Receivables Corporation
      (“NFRRC”), as Seller, Navistar Financial Corporation, individually (“NFC”)
      and as Servicer, Thunder Bay Funding, LLC, as Conduit Investor, and Royal
      Bank of Canada, as Agent and (ii) the Servicing Agreement, dated as of
      October 20, 2006, among NFRRC, Navistar Financial 2006-RBC Owner Trust, as
      Issuer, NFC, as Servicer, and The Bank of New York, as Indenture
      Trustee.  Filed as Exhibit 10.4 to the Corporation’s Form 8-K on
      December 14, 2007.   Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.104

            	
              Purchase
      Agreement dated as of June 22, 2007, between the Corporation and Navistar
      Financial Retail Receivables Corporation, with respect to Navistar
      Financial 2007-BNS Owner Trust. Filed as Exhibit 10.5 to the Corporation’s
      Form 8-K on June 27, 2007. Commission File No.
  001-04146.

            
	 
      	 
      
	
              10.105

            	
              Pooling
      Agreement dated as of June 22, 2007 among Navistar Financial Retail
      Receivables Corporation, as Seller, and Navistar Financial 2007-BNS Owner
      Trust, as Issuer. Filed as Exhibit 10.2 to the Corporation’s Form 8-K on
      June 27, 2007. Commission File No. 001-04146.

            
	 
      	 
      
	
              10.106

            	
              Servicing
      Agreement dated as of June 22, 2007, between the Corporation, as Servicer,
      Navistar Financial Retail Receivables Corporation, The Bank of New York as
      Indenture Trustee, and Navistar Financial 2007-BNS Owner Trust, as Issuer.
      Filed as Exhibit 10.6 to the Corporation’s Form 8-K on June 27, 2007.
      Commission File No. 001-04146.

            
	 
      	 
      
	
              10.107

            	
              Trust
      Agreement dated as of June 22, 2007, between Navistar Financial Retail
      Receivables Corporation, as Seller, and Deutsche Bank Trust Company
      Delaware, as Owner Trustee, with respect to Navistar Financial 2007-BNS
      Owner Trust. Filed as Exhibit 10.4 to the Corporation’s Form 8-K on June
      27, 2007. Commission File No. 001-04146.

            
	 
      	 
      
	
              10.108

            	
              Indenture
      dated as of June 22, 2007, between Navistar Financial 2007-BNS Owner Trust
      and The Bank of New York, as Indenture Trustee, with respect to Navistar
      Financial 2007-BNS Owner Trust. Filed as Exhibit 10.3 to the Corporation’s
      Form 8-K on June 27, 2007. Commission File No.
  001-04146.

            
	 
      	 
      
	
              10.109

            	
              Note
      Purchase Agreement, dated June 22, 2007, among Navistar Financial Retail
      Receivables Corporation, as Seller, Navistar Financial Corporation, as
      Servicer, The Bank of Nova Scotia, as Agent for the Investors, and Liberty
      Street Funding LLC, as the Conduit Investor.  Filed as Exhibit
      10.1 to the Corporation’s Form 8-K on June 22, 2007. Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.110

            	
              Waiver
      dated October 23, 2007 to (i) the Note Purchase Agreement dated as of June
      22, 2007 among Navistar Financial Retail Receivables Corporation, as
      Seller, Navistar Financial Corporation, individually and as Servicer,
      Liberty Street Funding, LLC, as the Conduit Investor, and The Bank of Nova
      Scotia, as Agent for the Investors, and (ii) the Servicing Agreement,
      dated as of June_22, 2007, among Navistar Financial Retail Receivables
      Corporation, Navistar Financial 2007-BNS Owner Trust, as Issuer, Navistar
      Financial, as Servicer, and The Bank of New York, as Indenture
      Trustee.   Filed as Exhibit 10.156 to the Corporation’s
      Form 10-K on December 10, 2007. Commission File No.
001-04146.

               

            
	
              10.111

            	
              Waiver
      dated December 6, 2007 to the Note Purchase Agreement, dated as of
      June 22, 2007 (as in effect on the date hereof, the “Note Purchase
      Agreement”) among Navistar Financial Retail Receivables Corporation
      (“NFRRC”), as Seller, Navistar Financial Corporation, individually (“NFC”)
      and as Servicer, Liberty Street Funding, LLC, as the Conduit Investor, and
      The Bank of Nova Scotia, as Agent for the Investors and (ii) the Servicing
      Agreement, dated as of June 22, 2007, among NFRRC, Navistar Financial
      2007-BNS Owner Trust, as Issuer, NFC, as Servicer, and The Bank of New
      York, as Indenture Trustee.  Filed as Exhibit 10.03 to the
      Corporation’s Form 8-K on December 14, 2007.   Commission
      File No. 001-04146.

            


    


    
      
         


      

      
        E-16

        
          

        

      

      
         


      

    


    


     

    
      	 
      	 
      
	
              10.112

            	
              Note
      Purchasing Agreement, dated as of November 28, 2007, among Navistar
      Financial Retail Receivables Corporation, as Seller, Navistar Financial
      Corporation, individually and as Servicer, Citicorp North America, Inc.,
      as Agent for the Investors, CAFCO, LLC and CRC Funding, LLC as the Conduit
      Investors, and Citibank, N.A., as Committed
      Investor.   Filed as Exhibit 10.1 to the Corporation’s Form
      8-K on November 28, 2007. Commission File No.
001-04146.

            
	 
      	 
      
	
              10.113

            	
              Pooling
      Agreement dated as of November 28, 2007 between Navistar Financial Retail
      Receivables Corporation, as Seller, and Navistar Financial 2007-C Owner
      Trust, as Issuer.  Filed as Exhibit 10.2 to the Corporation’s
      Form 8-K on November 28, 2007. Commission File No.
    001-04146.

            
	 
      	 
      
	
              10.114

            	
              Indenture
      dated as of November 28, 2007, between Navistar Financial 2007-C Owner
      Trust, as Issuer, and The Bank of New York, as the Indenture
      Trustee.   Filed as Exhibit 10.3 to the Corporation’s Form
      8-K on November 28, 2007. Commission File No.
001-04146.

            
	 
      	 
      
	
              10.115

            	
              Trust
      Agreement, dated as of November 28, 2007, between Navistar Financial
      Retail Receivables Corporation, as Seller, and Deutsche Bank Trust Company
      Delaware, as Owner Trustee.   Filed as Exhibit 10.4 to the
      Corporation’s Form 8-K on November 28, 2007. Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.116

            	
              Purchase
      Agreement, dated November 28, 2007, among Navistar Financial Retail
      Receivables Corporation, The Bank of New York, as Indenture Trustee,
      Navistar Financial 2007-C Owner Trust, as Issuer, and Navistar Financial
      Corporation, as Servicer.  Filed as Exhibit 10.5 to the
      Corporation’s Form 8-K on November 28, 2007. Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.117

            	
              Servicing
      Agreement, dated November 28, 2007, among Navistar Financial Retail
      Receivables Corporation, The Bank of New York, as Indenture Trustee,
      Navistar Financial 2007-C Owner Trust, as Issuer and Navistar Financial
      Corporation, as Servicer.  Filed as Exhibit 10.6 to the
      Corporation’s Form 8-K on November 28, 2007. Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.118

            	
              Purchase
      Agreement dated as of February 16, 2007, between the Corporation and
      Navistar Financial Retail Receivables Corporation, with respect to
      Navistar Financial 2007-JPM Owner Trust. Filed as Exhibit 10.5 to the
      Corporation’s Form 8-K on February 23, 2007. Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.119

            	
              Pooling
      Agreement dated as of February 16, 2007 among Navistar Financial Retail
      Receivables Corporation, as Seller, and Navistar Financial 2007-JPM Owner
      Trust, as Issuer. Filed as Exhibit 10.2 to the Corporation’s Form 8-K on
      February 23, 2007. Commission File No. 001-04146.

            
	 
      	 
      
	
              10.120

            	
              Servicing
      Agreement dated as of February 16, 2007, between the Corporation, as
      Servicer, Navistar Financial Retail Receivables Corporation, The Bank of
      New York as Indenture Trustee, and Navistar Financial 2007-JPM Owner
      Trust, as Issuer.  Filed as Exhibit 10.6 to the Corporation’s
      Form 8-K on February 23, 2007. Commission File No.
    001-04146.

            
	 
      	 
      
	
              10.121

            	
              Trust
      Agreement dated as of February 16, 2007, between Navistar Financial Retail
      Receivables Corporation, as Seller, and Deutsche Bank Trust Company
      Delaware, as Owner Trustee, with respect to Navistar Financial 2007-JPM
      Owner Trust.  Filed as Exhibit 10.4 to the Corporation’s Form
      8-K on February 23, 2007. Commission File No.
001-04146.

            
	 
      	 
      


    


    
      
         


      

      
        E-17

        
          

        

      

      
         


      

    


    


     

    
      	
              10.122

            	
              Indenture
      dated as of February 16, 2007, between Navistar Financial 2007-JPM Owner
      Trust and The Bank of New York, as Indenture Trustee, with respect to
      Navistar Financial 2007-JPM Owner Trust. Filed as Exhibit 10.3 to the
      Corporation’s Form 8-K on February 23, 2007. Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.123

            	
              Note
      Purchase Agreement, dated as of February 16, 2007, among Navistar
      Financial Retail Receivables Corporation, as Seller, Navistar Financial
      Corporation, as Servicer, JPMorgan Chase, N.A., as Agent for the
      Investors, and Jupiter Securitization Company LLC and Falcon Asset
      Securitization Company LLC, Collectively, as the Conduit
      Investor.   Filed as Exhibit 10.1 to the Corporation’s Form
      8-K on February 23, 2007. Commission File No.
001-04146.

            
	 
      	 
      
	
              10.124

            	
              Waiver
      dated October 23, 2007 to (i) the Note Purchase Agreement, dated as of
      February 16, 2007 among Navistar Financial Retail Receivables Corporation,
      as Seller, Navistar Financial Corporation, individually and as Servicer,
      Falcon Asset Securitization Company, LLC, and Park Avenue Receivables
      Company, LLC, as the Conduit Investor, and JP Morgan Chase Bank, as Agent
      for the Investors and (ii) the Servicing Agreement, dated as of February
      16, 2007, among NFRRC, Navistar Financial 2007-JPM Owner Trust, as Issuer,
      Navistar Financial Corporation, as Servicer, and The Bank of New York, as
      Indenture Trustee.    Filed as Exhibit 10.159 to the
      Corporation’s Form 10-K on December 10, 2007. Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.125

            	
              Waiver
      dated December  6, 2007 to the Note Purchase Agreement, dated as of
      February 16, 2007 between Navistar Financial Retail Receivables
      Corporation ("NFRRC"), as Seller, Navistar Financial Corporation, as
      Servicer, Falcon Asset Securitization Company, LLC, and Park Avenue
      Receivables Company, LLC (as assignee of Jupiter Securitization Company,
      LLC), collectively, as the Conduit Investor, and JP Morgan Chase Bank,
      National Association, as Agent for the Investors and (ii) the Servicing
      Agreement, dated as of February 16, 2007, between NFRRC, Navistar
      Financial 2007-JPM Owner Trust, as Issuer, NFC, as Servicer, and The Bank
      of New York, as Indenture Trustee.  Filed as Exhibit 10.02 to
      the Corporation’s Form 8-K on December 14,
      2007.   Commission File No. 001-04146.

            
	 
      	 
      
	
              10.126

            	
              Waiver
      dated January 8, 2007 to the Master Purchase Agreement, dated as of June
      30, 2004, among International Truck Leasing Corp. and Banc of America
      Leasing & Capital LLC.   Filed as Exhibit 10.140 to the
      Corporation’s Form 10-K on December 10, 2007. Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.127

            	
              Waiver
      dated October 22, 2007 to the Master Purchase Agreement dated as of June
      30, 2004 among Banc of America Leasing & Capital LLC and International
      Truck Leasing Corp.   Filed as Exhibit 10.158 to the
      Corporation’s Form 10-K on December 10, 2007. Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.128

            	
              Waiver
      dated November 20, 2007 to the Master Purchase Agreement dated as of June
      30, 2004 between Banc of America  Leasing & Capital, LLC and
      International Truck Leasing Corporation.   Filed as Exhibit
      10.10 to the Corporation’s Form 8-K on December 14,
      2007.   Commission File No. 001-04146.

            
	 
      	 
      
	
              10.129

            	
              Note
      Purchase Agreement, dated as of April 25, 2008, among the Seller, Navistar
      Financial Corporation, individually and as servicer, JPMorgan Chase Bank,
      N.A., as agent for the investors, and JS Siloed Trust, as the conduit
      investor.  Filed as Exhibit 10.1 to the Corporation’s Form 8-K
      on May 1, 2008.   Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.130

            	
              Pooling
      Agreement, dated as of April 25, 2008, between Navistar Financial Retail
      Receivables Corporation, as seller, and Navistar Financial 2008-A Owner
      Trust, as issuer.  Filed as Exhibit 10.2 to the Corporation’s
      Form 8-K on May 1, 2008.   Commission File No.
      001-04146.

            
	 
      	 
      


    


    
      
         


      

      
        E-18

        
          

        

      

      
         


      

    


    


     

    
      	
              10.131

            	
              Indenture,
      dated as of April 25, 2008, between Navistar Financial 2008-A Owner Trust,
      as issuer, and The Bank of New York, as indenture
      trustee.  Filed as Exhibit 10.3 to the Corporation’s Form 8-K on
      May 1, 2008.   Commission File No.
    001-04146.

            
	 
      	 
      
	
              10.132

            	
              Trust
      Agreement, dated as of April 25, 2008, between Navistar Financial Retail
      Receivables Corporation, as seller, and Deutsche Bank Trust Company
      Delaware, as owner trustee.  Filed as Exhibit 10.4 to the
      Corporation’s Form 8-K on May 1, 2008.   Commission File
      No. 001-04146.

            
	 
      	 
      
	
              10.133

            	
              Purchase
      Agreement, dated as of April 25, 2008, between Navistar Financial Retail
      Receivables Corporation and Navistar Financial
      Corporation.  Filed as Exhibit 10.5 to the Corporation’s Form
      8-K on May 1, 2008.   Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.134

            	
              Servicing
      Agreement, dated April 25, 2008, among Navistar Financial Retail
      Receivables Corporation, The Bank of New York, as indenture trustee,
      Navistar Financial 2008-A Owner Trust, as issuer, and Navistar Financial
      Corporation, as servicer.  Filed as Exhibit 10.6 to the
      Corporation’s Form 8-K on May 1, 2008.   Commission File
      No. 001-04146.

            
	 
      	 
      
	
              10.135

            	
              Note
      Purchase Agreement, dated as of July 28, 2008, among the Seller,
      Navistar Financial Corporation, individually and as servicer, Credit
      Suisse, New York Branch, as agent for the investors, Alpine Securitization
      Corp., as the conduit investor, and Credit Suisse, Cayman Islands Branch,
      as the committed investor. Filed as Exhibit 10.1 to the Corporation’s Form
      8-K on July 30, 2008.   Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.136

            	
              Pooling
      Agreement, dated as of July 28, 2008, between Navistar Financial
      Retail Receivables Corporation, as seller, and Navistar Financial 2008-B
      Owner Trust, as issuer. Filed as Exhibit 10.2 to the Corporation’s Form
      8-K on July 30, 2008.   Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.137

            	
              Indenture,
      dated as of July 28, 2008, between Navistar Financial 2008-B Owner
      Trust, as issuer, and The Bank of New York Mellon, as indenture trustee.
      Filed as Exhibit 10.3 to the Corporation’s Form 8-K on July 30,
      2008.   Commission File No. 001-04146.

            
	 
      	 
      
	
              10.138

            	
              Trust
      Agreement, dated as of July 28, 2008, between Navistar Financial
      Retail Receivables Corporation, as seller, and Deutsche Bank Trust Company
      Delaware, as owner trustee. Filed as Exhibit 10.4 to the Corporation’s
      Form 8-K on July 30, 2008.   Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.139

            	
              Purchase
      Agreement, dated as of July 28, 2008, between Navistar Financial
      Retail Receivables Corporation and Navistar Financial Corporation. Filed
      as Exhibit 10.5 to the Corporation’s Form 8-K on July 30,
      2008.   Commission File No. 001-04146.

            
	 
      	 
      
	
              10.140

            	
              Servicing
      Agreement, dated July 28, 2008, among Navistar Financial Retail
      Receivables Corporation, The Bank of New York Mellon, as indenture
      trustee, Navistar Financial 2008-B Owner Trust, as issuer, and Navistar
      Financial Corporation, as servicer. Filed as Exhibit 10.6 to the
      Corporation’s Form 8-K on July 30, 2008.   Commission File
      No. 001-04146.

            
	 
      	 
      
	
              10.141

            	
              Amendment
      and Extension to Amended and Restated Certificate Purchase Agreement,
      dated October 15, 2008, among Navistar Financial Securities Corporation,
      Navistar Financial Corp., 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 10.1 to the Corporation’s Form 8-K on October
      21, 2008.   Commission File No.
  001-04146.

            


    


    
      
         


      

      
        E-19

        
          

        

      

      
         


      

    


    


     

    
      	 
      	 
      
	
              10.142

            	
              Amendment
      No. 3, dated October 20, 2008, to the Series 2000-VFC Supplement to the
      Pooling and Servicing Agreement, dated January 28, 2000, among Navistar
      Financial Securities Corporation, as Seller, Navistar Financial Corp., as
      Servicer, and The Bank of New York, a New York banking corporation, as
      Master Trust Trustee. Filed as Exhibit 10.2 to the Corporation’s Form 8-K
      on October 21, 2008.   Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.143

            	
              Omnibus
      Amendment No. 1, dated October 20, 2008, among Navistar Financial
      Retail Receivables Corporation, as Seller, Navistar Financial 2006-BOA
      Owner Trust, as Issuer, and The Bank of New York Mellon, as Indenture
      Trustee, and consented to and acknowledged by Navistar Financial
      Corporation, as Servicer, Bank of America, N.A., as Agent, Kitty Hawk
      Funding Corporation, as Conduit Investor, and Bank of America, N.A., as
      Swap Counterparty. Filed as Exhibit 10.3 to the Corporation’s Form 8-K on
      October 21, 2008.   Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.144

            	
              Amendment
      No. 8 to Receivables Purchase Agreement, dated October 24, 2008, among
      Truck Retail Accounts Corporation, Navistar Financial Corporation, JS
      Siloed Trust and JPMorgan Chase Bank, N.A., successor by merger to Bank
      One, N.A.Filed as Exhibit 10.1 to the Corporation’s Form 8-K on October
      30, 2008.   Commission File No.
  001-04146.

            
	 
      	 
      
	
              10.145

            	
              Account
      Control Agreement, dated October 24, 2008, among Truck Retail Accounts
      Corporation, as seller, Navistar Financial Corporation, as servicer,
      JPMorgan Chase Bank, N.A., successor by merger to Bank One, N.A., as
      secured party, and The Bank of New York Mellon as successor to JPMorgan
      Chase Bank, N.A., as securities intermediary.  Filed as Exhibit
      10.2 to the Corporation’s Form 8-K on October 30,
      2008.   Commission File No. 001-04146.

            
	 
      	 
      
	
              10.146

            	
              Waiver
      and Amendment No. 9, dated as of January 21, 2009, to the Receivables
      Purchase Agreement dated as of April 8, 2004, as heretofore amended (the
      "Agreement"), among Truck Retail Accounts Corporation, a Delaware
      corporation, Navistar Financial Corporation, a Delaware corporation, as
      initial Servicer, the entities listed on Schedule A to the Agreement, JS
      Siloed Trust, and JPMorgan Chase Bank, N.A., successor by merger to Bank
      One, NA, as agent for the Purchasers.   Filed as Exhibit
      10.1 to the Corporation’s Form 10-Q on March 11,
      2009.   Commission File No. 001-04146.

            
	 
      	 
      
	
              10.147

            	
              Note
      Purchase Agreement, dated as of April 30, 2009, among the Seller,
      Navistar Financial Corporation, individually and as servicer, Royal Bank
      of Canada, as agent for the investors, and Thunder Bay Funding, LLC, as
      the conduit investor.  Filed as Exhibit 10.1 to the
      Corporation’s Form 8-K on May 6, 2009.   Commission File
      No. 001-04146.

            
	 
      	 
      
	
              10.148

            	
              Pooling
      Agreement, dated as of April 30, 2009, between Navistar Financial
      Retail Receivables Corporation, as seller, and Navistar Financial 2009-A
      Owner Trust, as issuer.  Filed as Exhibit 10.2 to the
      Corporation’s Form 8-K on May 6, 2009.   Commission File
      No. 001-04146.

            
	 
      	 
      
	
              10.149

            	
              Indenture,
      dated as of April 30, 2009, between Navistar Financial 2009-A Owner
      Trust, as issuer, and The Bank of New York Mellon, as indenture
      trustee.   Filed as Exhibit 10.3 to the Corporation’s Form
      8-K on May 6, 2009.   Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.150

            	
              Trust
      Agreement, dated as of April 30, 2009, between Navistar Financial
      Retail Receivables Corporation, as seller, and Deutsche Bank Trust Company
      Delaware, as owner trustee.  Filed as Exhibit 10.4 to the
      Corporation’s Form 8-K on May 6, 2009.   Commission File
      No. 001-04146.

            
	 
      	 
      


    


    
      
         


      

      
        E-20

        
          

        

      

      
         


      

    


    


     

    
      	
              10.151

            	
              Purchase
      Agreement, dated as of April 30, 2009, between Navistar Financial
      Retail Receivables Corporation and Navistar Financial
      Corporation.  Filed as Exhibit 10.5 to the Corporation’s Form
      8-K on May 6, 2009.   Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.152

            	
              Servicing
      Agreement, dated April 30, 2009, among Navistar Financial Retail
      Receivables Corporation, The Bank of New York Mellon, as indenture
      trustee, Navistar Financial 2009-A Owner Trust, as issuer, and Navistar
      Financial Corporation, as servicer.  Filed as Exhibit 10.6 to
      the Corporation’s Form 8-K on May 6, 2009.   Commission
      File No. 001-04146.

            
	 
      	 
      
	
              10.153

            	
              Amendment
      No. 1 to Receivables Sale Agreement, dated as of April 30, 2009, between
      Navistar Financial Corporation and Truck Retail Accounts Corporation, as
      consented to by JPMorgan Chase Bank, N.A., as
      agent.   Filed as Exhibit 10.7 to the Corporation’s Form
      8-K on May 6, 2009.   Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.154

            	
              Amended
      and Restated Credit Agreement, dated as of July 1,
      2005.   Filed as Exhibit 10.1 to the Corporation’s Form
      8-K/A on July 29, 2009.   Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.155

            	
              Treasurer’s
      Agreement Number 1, dated January 30, 2009, between Navistar Financial
      Corporation and Navistar, Inc.   Filed as Exhibit 10.1 to
      the Corporation’s Form 8-K on August 6, 2009.   Commission
      File No. 001-04146.

            
	 
      	 
      
	
              10.156

            	
              Treasurer’s
      Agreement Number 2, dated July 31, 2009, between Navistar Financial
      Corporation and Navistar, Inc.   Filed as Exhibit 10.2 to
      the Corporation’s Form 8-K on August 6, 2009.  Commission File
      No. 001-04146.

            
	 
      	 
      
	
              10.157

            	
              Amendment
      No. 2 to Receivables Sale Agreement, dated July 31, 2009, between Truck
      Retail Accounts Corporation and Navistar Financial
      Corporation.   Filed as Exhibit 10.3 to the Corporation’s
      Form 8-K on August 6, 2009.   Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.158

            	
              Amendment
      No. 10 to Receivables Purchase Agreement, dated July 31, 2009, among Truck
      Retail Accounts Corporation, Navistar Financial Corporation, JS Siloed
      Trust and JPMorgan Chase Bank, N.A., successor by merger to Bank One,
      N.A.   Filed as Exhibit 10.4 to the Corporation’s Form 8-K
      on August 6, 2009.   Commission File No.
      001-04146.

            
	 
      	 
      
	
              10.159

            	
              Amendment
      No. 4, dated August 25, 2009, to the Series 2000-VFC Supplement to the
      Pooling and Servicing Agreement, dated January 28, 2000, among Navistar
      Financial Securities Corporation, as Seller, Navistar Financial
      Corporation, as Servicer, and The Bank of New York Mellon, a New York
      banking corporation, as Master Trust Trustee.   Filed as
      Exhibit 10.1 to the Corporation’s Form 8-K on August 26,
      2009.   Commission File No. 001-04146.

            
	 
      	 
      
	
              10.160

            	
              Amendment
      and Extension to Amended and Restated Certificate Purchase Agreement,
      dated August 25, 2009, among Navistar Financial Securities Corporation,
      Navistar Financial 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 10.2 to the
      Corporation’s Form 8-K on August 26, 2009.   Commission
      File No. 001-04146.

            
	 
      	 
      
	
              10.161

            	
              Amendment
      No. 11 to the Receivables Purchase Agreement dated October 30,
      2009.   Filed as Exhibit 10.1 to the Corporation’s Form 8-K
      on November 4, 2009.   Commission File No.
      001-04146.

            
	 
      	 
      


    


    
      
         


      

      
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              10.162

            	
              Note
      Purchase Agreement, dated October 30, 2009, among Navistar Financial
      Securities Corporation, Navistar Financial Corporation and Banc of America
      Securities LLC, as representative of the Initial
      Purchasers.  Filed as Exhibit 10.2 to the Corporation’s Form 8-K
      on November 17, 2009.   Commission File No.
      333-104639.

               

            	 
      
	
              10.163

            	
              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.

               

            
	
              10.164

            	
              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.

               

            
	
              10.165

            	
              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.

               

            
	
              10.166

            	
              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.

               

            
	
              10.167

            	
              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.

            
	
              10.168

            	
              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.

               

            
	
              10.169

            	
              Backup
      Servicing Agreement, dated November 10, 2009, among Navistar Financial
      Corporation, Navistar Financial Securities Corporation, The Bank of New
      York Mellon, as Master Trust Trustee, and Wells Fargo Bank, National
      Association, as Backup Servicer.  Filed as Exhibit 10.8 to the
      Corporation’s Form 8-K on November 17, 2009.   Commission
      File No. 333-104639.

               

            
	
              10.170

            	
              Amendment
      No. 1 to the Amended and Restated Master Revolving Credit Agreement, dated
      November 10, 2009, between Navistar Financial Corporation and Navistar
      Financial Securities Corporation.  Filed as Exhibit 10.9 to the
      Corporation’s Form 8-K on November 17, 2009.   Commission
      File No. 333-104639.

               

            
	
              10.171

            	
              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.   THIS
      AGREEMENT REPLACES THE EXISTING CREDIT AGREEMENT REFERENCED IN EXHIBIT
      10.07 AND 10.154 ABOVE EFFECTIVE DECEMBER 16,
  2009.

            


    


    
      
         


      

      
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              10.172

            	
              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.  PLEASE
      NOTE THIS AGREEMENT REPLACES THE EXISTING AMENDED AND RESTATED PARENT
      GUARANTY INCLUDED AS PART OF EXHIBIT 10.154 ABOVE EFFECTIVE DECEMBER 16,
      2009.

            
	 
      	 
      
	
              10.173

            	
              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.  PLEASE
      NOTE THIS AGREEMENT REPLACES THE EXISTING AMENDED AND RESTATED PARENTS’
      SIDE AGREEMENT INCLUDED AS PART OF EXHIBIT 10.154 ABOVE EFFECTIVE DECEMBER
      16, 2009.

            
	 
      	 
      
	
              10.174

            	
              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.

            
	 
      	 
      
	
              10.175

            	
              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.

            
	 
      	 
      
	
              10.176

            	
              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.

            
	 
      	 
      
	
              10.177

            	
              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.

            
	 
      	 
      
	
              10.178

            	
              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.

            
	 
      	 
      
	
              10.179

            	
              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.

            


    

    


     


    
      
         


      

      
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