**Exhibit 10**

 

**NAVISTAR FINANCIAL CORPORATION**

#### **ANDSUBSIDIARIES**

 

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**MATERIAL CONTRACTS**

 

The following documents of Navistar Financial Corporationare incorporated herein by reference:

 

 

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

 

10.2               Inter-company Purchase Agreement dated as of April 26,1993, between the Corporation and Truck Retail Instalment Paper Corp.  Filed on Form 8-K dated April 30,1993.  Commission File No.  001-04146.

 

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

 

10.4               Series 1998-1 Supplement to the Poolingand Servicing Agreement dated as of July 17, 1998, among the Corporation,as Servicer, Navistar Financial Securities Corporation, as Seller, and the Bankof New York, as Master Trust Trustee on behalf of the Series 1998-1Certificateholders.  Filed as Exhibit 4.1to Navistar Financial Securities Corporation’s Form 8-K dated December 4,2003.  Commission File No. 033-87374.

 

10.5               Certificate Purchase Agreement dated as of January 28,2000, between Navistar Financial Securities Corporation, as seller, theCorporation, as Servicer, Receivable Capital Corporation, as the ConduitPurchaser, Bank of America, National Association, as administrative Agent forthe Purchasers, and Bank of America, National Association, as a CommittedPurchaser.  Filed as Exhibit 1.1 on Form 8-Kdated February 24, 2000.  CommissionFile No. 033-87374.

 

10.6               Fourth Amendment to the Pooling and ServicingAgreement dated as of June 2, 2000, among the Corporation, as Servicer,Navistar Financial Securities Corporation, as Seller, The Chase Manhattan Bank,as 1990 Trust Trustee, and The Bank of New York, as Master Trust Trustee.  Filed as Exhibit 4.7 to NavistarFinancial Securities Corporation’s Form S-3/A dated June 12,2000.  Commission File No. 333-32960.

 

10.7               Fifth Amendment to the Pooling and ServicingAgreement dated as of July 13, 2000, among the Corporation, as Servicer,Navistar Financial Securities Corporation, as Seller, The Chase Manhattan Bank,as 1990 Trust Trustee, and The Bank of New York, as Master Trust Trustee.  Filed as Exhibit 4.2 to NavistarFinancial Dealer Note Master Trust’s Form 8-K dated July 14,2000.  Commission File No. 033-36767-03.

 

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10.8               Series 2000-1 Supplement to the Poolingand Servicing Agreement dated as of July 13, 2000, among NavistarFinancial Corporation, as Servicer, Navistar Financial Securities Corporation,as Seller, and the Bank of New York, as Master Trust Trustee on behalf of the Series 2000-1Certificateholders.  Filed as Exhibit 4.1to Navistar Financial Securities Corporation’s Form 8-K dated July 14,2000.  Commission File No. 033-87374.

 

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

 

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

 

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

 

10.12             Series 2000-1 Supplement dated as of October 16,2000, to the Indenture also dated October 16, 2000 between Truck RetailInstalment Paper Corp., as Issuer, and The Bank of New York, as IndentureTrustee.  Filed as Exhibit 10.04 tothe Corporation’s Form 10-Q dated March 15, 2001.  Commission File No. 001-04146.

 

10.13             Credit Agreement dated as of December 8,2000, between the Corporation, Arrendadora Financiera Navistar, S.A. de C.V.,Servicios Financieros Navistar, S.A. de C.V., and Navistar Comercial, S.A. deC.V., as Borrowers, and the Chase Manhattan Bank, as Administrative Agent, Bankof America, N.A., as Syndication Agent, and the Bank of Nova Scotia, asDocumentation Agent, with respect to $820,000,000 Revolving Credit andCompetitive Advance Facility.  Filed as Exhibit 10.05to the Corporation’s Form 10-Q dated March 15, 2001.  Commission File No. 001-04146.

 

10.14             Security, Pledge and Trust Agreement dated asof June 8, 2001, between the Corporation and Bankers Trust Company, asTrustee, pursuant to the terms of the Credit Agreement.  Filed as Exhibit 4.1 to the Corporation’sForm 10-K dated December 18, 2003. Commission File No. 001-04146.

 

10.15             Supplement No. 1, dated as of July 24,2001, to Indenture agreement dated October 16, 2000, among Truck RetailInstalment Paper Corp. and The Bank of New York, to amend the Indenture to (i) revisethe definition of “Series 2000-1 Loss Reserve Specified Balance”, and (ii) revisethe Amortization Events filed on Form 8-K dated August 6, 2001.  Filed on Form 8-K dated August 6,2001.  Commission File No. 001-04146.

 

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10.16             Purchase Agreement dated as of November 1, 2001,between the Corporation and Navistar Financial Retail Receivables Corporation,as Purchaser, with respect to Navistar Financial 2001-B Owner Trust, asIssuer.  Filed as Exhibit 99.1 toNavistar Financial Retail Receivables Corporation’s Form 8-K dated November 6,2001.  Commission File No. 033-50291.

 

10.17             Pooling and Servicing Agreement dated as of November 1,2001, among the Corporation, as Servicer, and Navistar Financial RetailReceivables Corporation, as Seller, and Navistar Financial 2001-B Owner Trust,as Issuer.  Filed as Exhibit 4.1 toNavistar Financial Retail Receivables Corporation’s Form 8-K dated November 6,2001.  Commission File No. 033-50291.

 

10.18             Trust Agreement dated as of November 1,2001, between Navistar Financial Retail Receivables Corporation, as Seller, andChase Manhattan Bank USA, National Association, as Owner Trustee, with respectto Navistar Financial 2001-B Owner Trust. Filed as Exhibit 4.3 to Navistar Financial Retail ReceivablesCorporation’s Form 8-K dated November 6, 2001.  Commission File No. 033-50291.

 

10.19             Indenture dated as of November 1, 2001,between Navistar Financial 2001-B Owner Trust and The Bank of New York, asIndenture Trustee, with respect to Navistar Financial 2001-B Owner Trust.  Filed as Exhibit 4.2 to NavistarFinancial Retail Receivables Corporation’s Form 8-K dated November 6,2001.  Commission File No. 033-50291.

 

10.20             Purchase Agreement dated as of April 30,2002, between the Corporation and Navistar Financial Retail ReceivablesCorporation, as Purchaser, with respect to Navistar Financial 2002-A OwnerTrust, as Issuer.  Filed as Exhibit 99.1to Navistar Financial Retail Receivables Corporation’s Form 8-K dated May 3,2002.  Commission File No. 033-50291.

 

10.21             Pooling and Servicing Agreement dated as of April 30,2002, among the Corporation, as Servicer, and Navistar Financial RetailReceivables Corporation, as Seller, and Navistar Financial 2002-A Owner Trust,as Issuer.  Filed as Exhibit 4.1 toNavistar Financial Retail Receivables Corporation’s Form 8-K dated May 3,2002.  Commission File No. 033-50291.

 

10.22             Trust Agreement dated as of April 30,2002, between Navistar Financial Retail Receivables Corporation, as Seller, andChase Manhattan Bank USA, National Association, as Owner Trustee, with respectto Navistar Financial 2002-A Owner Trust. Filed as Exhibit 4.3 to Navistar Financial Retail ReceivablesCorporation’s Form 8-K dated May 3, 2002.  Commission File No. 033-50291.

 

10.23             Indenture dated as of April 30, 2002,between Navistar Financial 2002-A Owner Trust and The Bank of New York, asIndenture Trustee, with respect to Navistar Financial 2002-A Owner Trust.  Filed as Exhibit 4.2 to NavistarFinancial Retail Receivables Corporation’s Form 8-K dated May 3,2002.  Commission File No. 033-50291.

 

10.24             Supplement No. 2, dated as of July 31,2002, to Indenture agreement dated October 16, 2000, among Truck RetailInstalment Paper Corp. and The Bank of New York, to amend the Indenture to (i) revisethe definition of “Series 2000-1 Loss Reserve Specified Balance,” and (ii) revisethe definition of “Reserve Account Trigger Event.”  Filed on Form 8-K dated November 27,2002.  Commission File No. 001-04146.

 

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10.25             Purchase Agreement dated as of November 19,2002, between the Corporation and Navistar Financial Retail ReceivablesCorporation, as Purchaser, with respect to Navistar Financial 2002-B OwnerTrust, as Issuer.  Filed as Exhibit 99.1to Navistar Financial Retail Receivables Corporation’s Form 8-K dated November 25,2002.  Commission File No. 033-50291.

 

10.26             Pooling Agreement dated as of November 19,2002, among the Corporation, as Servicer, and Navistar Financial RetailReceivables Corporation, as Seller, and Navistar Financial 2002-B Owner Trust,as Issuer.  Filed as Exhibit 4.1 toNavistar Financial Retail Receivables Corporation’s Form 8-K dated November 25,2002.  Commission File No. 033-50291.

 

10.27             Servicing Agreement dated as of November 19,2002, among the Corporation, as Servicer, and Navistar Financial RetailReceivables Corporation, as Seller, and Navistar Financial 2002-B Owner Trust,as Issuer.  Filed as Exhibit 99.3 toNavistar Financial Retail Receivables Corporation’s Form 8-K dated November 25,2002.  Commission File No. 033-50291.

 

10.28             Trust Agreement dated as of November 19,2002, between Navistar Financial Retail Receivables Corporation, as Seller, andChase Manhattan Bank USA, National Association, as Owner Trustee, with respectto Navistar Financial 2002-B Owner Trust. Filed as Exhibit 4.3 to Navistar Financial Retail ReceivablesCorporation’s Form 8-K dated November 25, 2002.  Commission File No. 033-50291.

 

10.29             Indenture dated as of November 19, 2002,between Navistar Financial 2002-B Owner Trust and The Bank of New York, asIndenture Trustee, with respect to Navistar Financial 2002-B Owner Trust.  Filed as Exhibit 4.2 to Navistar FinancialRetail Receivables Corporation’s Form 8-K dated November 25,2002.  Commission File No. 033-50291.

 

10.30             Purchase Agreement dated as of June 5,2003, between the Corporation and Navistar Financial Retail ReceivablesCorporation, as Purchaser, with respect to Navistar Financial 2003-A OwnerTrust, as Issuer.  Filed as Exhibit 99.1to Navistar Financial Retail Receivables Corporation’s Form 8-K dated June 11,2003.  Commission File No. 033-50291.

 

10.31             Pooling Agreement dated as of June 5,2003, among the Corporation, as Servicer, and Navistar Financial RetailReceivables Corporation, as Seller, and Navistar Financial 2003-A Owner Trust,as Issuer.  Filed as Exhibit 4.1 toNavistar Financial Retail Receivables Corporation’s Form 8-K dated June 11,2003.  Commission File No. 033-50291.

 

10.32             Servicing Agreement dated as of June 5,2003, among the Corporation, as Servicer, and Navistar Financial RetailReceivables Corporation, as Seller, and Navistar Financial 2003-A Owner Trust,as Issuer.  Filed as Exhibit 99.3 toNavistar Financial Retail Receivables Corporation’s Form 8-K dated June 11,2003.  Commission File No. 033-50291.

 

10.33             Trust Agreement dated as of June 5,2003, between Navistar Financial Retail Receivables Corporation, as Seller, andChase Manhattan Bank USA, National Association, as Owner Trustee, with respectto Navistar Financial 2003-A Owner Trust. Filed as Exhibit 4.3 to Navistar Financial Retail ReceivablesCorporation’s Form 8-K dated June 11, 2003.  Commission File No. 033-50291.

 

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10.34             Indenture dated as of June 5, 2003,between Navistar Financial 2003-A Owner Trust and The Bank of New York, asIndenture Trustee, with respect to Navistar Financial 2003-A Owner Trust.  Filed as Exhibit 4.2 to NavistarFinancial Retail Receivables Corporation’s Form 8-K dated June 11,2003.  Commission File No. 033-50291.

 

10.35             Series 2003-1 Supplement to the Poolingand Servicing Agreement, dated as of July 13, 2003, among the Corporation,as Servicer, Navistar Financial Securities Corporation, as Seller, and the Bankof New York, as Master Trust Trustee on behalf of the Series 2003-1Certificateholders.  Filed as Exhibit 4.1to Navistar Financial Securities Corporation’s Form 8-K dated July 11,2003.  Commission File No. 033-87374.

 

10.36             Purchase Agreement dated as of October 31,2003, between the Corporation and Navistar Financial Retail ReceivablesCorporation, as Purchaser, with respect to Navistar Financial 2003-B OwnerTrust, as Issuer.  Filed as Exhibit 99.1to Navistar Financial Retail Receivables Corporation’s Form 8-K dated November 5,2003.  Commission File No. 033-50291.

 

10.37             Pooling Agreement dated as of October 31,2003, among the Corporation, as Servicer, and Navistar Financial RetailReceivables Corporation, as Seller, and Navistar Financial 2003-B Owner Trust,as Issuer.  Filed as Exhibit 4.1 toNavistar Financial Retail Receivables Corporation’s Form 8-K dated November 5,2003.  Commission File No. 033-50291.

 

10.38             Servicing Agreement dated as of October 31,2003, among the Corporation, as Servicer, and Navistar Financial RetailReceivables Corporation, as Seller, and Navistar Financial 2003-B Owner Trust,as Issuer.  Filed as Exhibit 99.3 toNavistar Financial Retail Receivables Corporation’s Form 8-K dated November 5,2003.  Commission File No. 033-50291.

 

10.39             Trust Agreement dated as of October 31,2003, between Navistar Financial Retail Receivables Corporation, as Seller, andChase Manhattan Bank USA, National Association, as Owner Trustee, with respectto Navistar Financial 2003-B Owner Trust. Filed as Exhibit 4.3 to Navistar Financial Retail ReceivablesCorporation’s Form 8-K dated November 5, 2003.  Commission File No. 033-50291.

 

10.40             Indenture dated as of October 31, 2003,between Navistar Financial 2003-B Owner Trust and The Bank of New York, asIndenture Trustee, with respect to Navistar Financial 2003-B Owner Trust.  Filed as Exhibit 4.2 to NavistarFinancial Retail Receivables Corporation’s Form 8-K dated November 5,2003.  Commission File No. 033-50291.

 

10.41             Sixth Amendment to the Pooling and ServicingAgreement dated as of October 31, 2003, among the Corporation, asServicer, Navistar Financial Securities Corporation, as Seller, The ChaseManhattan Bank, as 1990 Trust Trustee, and The Bank of New York, as MasterTrust Trustee.  Filed as Exhibit 4.7to Navistar Financial Dealer Note Master Owner Trust’s Form S-3/A dated December 23,2003.  Commission File No. 333-104639-01.

 

10.42             Fourth Amendment to the Master Inter-companyAgreement dated as of April 26, 1993, between the Corporation andInternational.  Filed as Exhibit 3.1to the Corporation’s Form 10-Q dated March 8, 2004.  Commission File No.  001-04146.

 

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10.43             First Amendment to the Credit Agreement datedas of December 8, 2000, between the Corporation, Arrendadora FinancieraNavistar, S.A. de C.V., Servicios Financieros Navistar, S.A. de C.V., andNavistar Comercial, S.A. de C.V., as Borrowers, and the Chase Manhattan Bank,as Administrative Agent, Bank of America, N.A., as Syndication Agent, and theBank of Nova Scotia, as Documentation Agent, with respect to $820,000,000Revolving Credit and Competitive Advance Facility.  Filed as Exhibit 3.2 to the Corporation’sForm 10-Q dated March 8, 2004. Commission File No. 001-04146.

 

10.44             Purchase Agreement dated as of April 1,2004, between the Corporation and Navistar Financial Retail ReceivablesCorporation, as Purchaser, with respect to Navistar Financial 2004-A OwnerTrust, as Issuer.  Filed as Exhibit 99.1to Navistar Financial Retail Receivables Corporation Owner Trust 2004-A’s Form 8-Kdated April 5, 2004.  CommissionFile No. 333-67112-01.

 

10.45             Pooling Agreement dated as of April 1,2004, among the Corporation, as Servicer, and Navistar Financial RetailReceivables Corporation, as Seller, and Navistar Financial 2004-A Owner Trust,as Issuer.  Filed as Exhibit 4.1 toNavistar Financial Retail Receivables Corporation Owner Trust 2004-A’s Form 8-Kdated April 5, 2004.  CommissionFile No. 333-67112-01.

 

10.46             Servicing Agreement dated as of April 1,2004, among the Corporation, as Servicer, and Navistar Financial RetailReceivables Corporation, as Seller, and Navistar Financial 2004-A Owner Trust,as Issuer.  Filed as Exhibit 99.3 toNavistar Financial Retail Receivables Corporation Owner Trust 2004-A’s Form 8-Kdated April 5, 2004.  CommissionFile No. 333-67112-01.

 

10.47             Trust Agreement dated as of April 1,2004, between Navistar Financial Retail Receivables Corporation, as Seller, andChase Manhattan Bank USA, National Association, as Owner Trustee, with respectto Navistar Financial 2004-A Owner Trust. Filed as Exhibit 4.3 to Navistar Financial Retail ReceivablesCorporation Owner Trust 2004-A’s Form 8-K dated April 5, 2004.  Commission File No. 333-67112-01.

 

10.48             Indenture dated as of April 1, 2004,between Navistar Financial 2004-A Owner Trust and The Bank of New York, asIndenture Trustee, with respect to Navistar Financial 2004-A Owner Trust.  Filed as Exhibit 4.2 to NavistarFinancial Retail Receivables Corporation Owner Trust 2004-A’s Form 8-Kdated April 5, 2004.  CommissionFile No. 333-67112-01.

 

10.49             First Amendment to the Certificate PurchaseAgreement dated as of January 28, 2000, between Navistar FinancialSecurities Corporation, as seller, the Corporation, as Servicer, ReceivableCapital Corporation, as the Conduit Purchaser, Bank of America, NationalAssociation, as administrative Agent for the Purchasers, and Bank of America,National Association, as a Committed Purchaser. Filed as Exhibit 99 on Form 10-Q dated June 9, 2004.  Commission File No. 001-04146.

 

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

 

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10.51             Master Owner Trust Agreement dated as of June 10,2004, between Navistar Financial Dealer Note Master Owner Trust, as Issuer, andThe Bank of New York, as Indenture Trustee. Filed as Exhibit 4.11 to Navistar Financial Dealer Note MasterOwner Trust’s Form 8-K dated June 14, 2004.  Commission File No. 333-104639-01.

 

10.52             Series 2004-1 Indenture Supplement datedas of June 10, 2004, between Navistar Financial Dealer Note Master OwnerTrust, as Issuer, and The Bank of New York, as Indenture Trustee.  Filed as Exhibit 4.3 to Navistar FinancialDealer Note Master Owner Trust’s Form 8-K dated June 14, 2004.  Commission File No. 333-104639-01.

 

10.53             Series 2004-1 Supplement to the Poolingand Servicing Agreement, dated as of June 10, 2004, among the Corporation,as Servicer, Navistar Financial Securities Corporation, as Seller, and the Bankof New York, as Master Trust Trustee on behalf of the Series 2004-1Certificateholders.  Filed as Exhibit 4.1to Navistar Financial Dealer Note Master Owner Trust’s Form 8-K dated June 14,2004.  Commission File No. 333-104639-01.

 

10.54             Seventh Amendment to the Pooling andServicing Agreement dated as of June 10, 2004, among the Corporation, asServicer, Navistar Financial Securities Corporation, as Seller, The ChaseManhattan Bank, as 1990 Trust Trustee, and The Bank of New York, as MasterTrust Trustee.  Filed as Exhibit 4.6to Navistar Financial Dealer Note Master Owner Trust’s Form 8-K dated June 14,2004.  Commission File No. 333-104639-01.

 

10.55             First Amendment to the Master Inter-companyAgreement dated as of September 30, 1996, between the Corporation andInternational.  Filed as Exhibit 10.60to the Corporation’s Form 10-Q dated September 10, 2004.  Commission File No. 001-04146.

 

10.56             Second Amendment to the Master Inter-companyAgreement dated as of August 16, 2000, between the Corporation andInternational.  Filed as Exhibit 10.61to the Corporation’s Form 10-Q dated September 10, 2004.  Commission File No. 001-04146.

 

10.57             Third Amendment to the Master Inter-companyAgreement dated as of March 2002, between the Corporation andInternational.  Filed as Exhibit 10.62to the Corporation’s Form 10-Q dated September 10, 2004.  Commission File No. 001-04146.

 

10.58             Indenture, dated as of November 21,2000, between Truck Engine Receivables Master Trust and The Bank of New York,as Indenture Trustee.  Filed as Exhibit 10.63to the Corporation’s Form 10-Q dated September 10, 2004.  Commission File No. 001-04146.

 

10.59             Trust Agreement dated as of November 21,2000, between Truck Engine Receivables Financing Co., as Transferor, and ChaseManhattan Bank USA, National Association, as Owner Trustee.  Filed as Exhibit 10.64 to theCorporation’s Form 10-Q dated September 10, 2004.  Commission File No. 001-04146.

 

10.60             Trust Sale and Servicing Agreement dated asof November 21, 2000, among the Corporation, as Servicer, Truck EngineReceivables Financing Co., as Seller, and Truck Engine Receivables MasterTrust, as Trust.  Filed as Exhibit 10.65to the Corporation’s Form 10-Q dated September 10, 2004.  Commission File No. 001-04146.

 

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10.61             Series 2000-1 Purchase Agreement datedas of November 15, 2000, among Truck Engine Receivables Financing Co., asSeller, the Corporation, as Servicer, and The Bank of New York, as IndentureTrustee.  Filed as Exhibit 10.66 tothe Corporation’s Form 10-Q dated September 10, 2004.  Commission File No. 001-04146.

 

10.62             Series 2000-1 Indenture Supplement datedas of November 21, 2000, among Truck Engine Receivables Financing Co., asIssuer, and The Bank of New York, as Indenture Trustee.  Filed as Exhibit 10.67 to theCorporation’s Form 10-Q dated September 10, 2004.  Commission File No. 001-04146.

 

10.63             Receivables Sale Agreement dated as of July 30,2004, between Navistar Financial Retail Receivables Corporation, as Purchaser,the Corporation, as Seller.  Filed as Exhibit 10.68to the Corporation’s Form 10-Q dated September 10, 2004.  Commission File No. 001-04146.

 

10.64             Receivables Purchase Agreement dated as of July 30,2004, between Navistar Financial Retail Receivables Corporation, as Seller, theCorporation, as Servicer, and Royal Bank of Canada, as Agent.  Filed as Exhibit 10.69 to theCorporation’s Form 10-Q dated September 10, 2004.  Commission File No. 001-04146.

 

10.65             Purchase Agreement dated as of November 17,2004, between the Corporation and Navistar Financial Retail ReceivablesCorporation, as Purchaser, with respect to Navistar Financial 2004-B OwnerTrust, as Issuer.  Filed as Exhibit 99.1to Navistar Financial Retail Receivables Corporation Owner Trust 2004-B’s Form 8-Kdated November 17, 2004.  CommissionFile No. 333-67112-06.

 

10.66             Pooling Agreement dated as of November 17,2004, among the Corporation, as Servicer, and Navistar Financial RetailReceivables Corporation, as Seller, and Navistar Financial 2004-B Owner Trust,as Issuer.  Filed as Exhibit 4.1 toNavistar Financial Retail Receivables Corporation Owner Trust 2004-B’s Form 8-Kdated November 17, 2004.  CommissionFile No. 333-67112-06.

 

10.67             Servicing Agreement dated as of November 17,2004, among the Corporation, as Servicer, and Navistar Financial RetailReceivables Corporation, as Seller, and Navistar Financial 2004-B Owner Trust,as Issuer.  Filed as Exhibit 99.3 toNavistar Financial Retail Receivables Corporation Owner Trust 2004-B’s Form 8-Kdated November 17, 2004.  CommissionFile No. 333-67112-06.

 

10.68             Trust Agreement dated as of November 17,2004, between Navistar Financial Retail Receivables Corporation, as Seller, andChase Manhattan Bank USA, National Association, as Owner Trustee, with respectto Navistar Financial 2004-B Owner Trust. Filed as Exhibit 4.3 to Navistar Financial Retail ReceivablesCorporation Owner Trust 2004-B’s Form 8-K dated November 17,2004.  Commission File No. 333-67112-06.

 

10.69             Indenture dated as of November 17, 2004,between Navistar Financial 2004-B Owner Trust and The Bank of New York, asIndenture Trustee, with respect to Navistar Financial 2004-B Owner Trust.  Filed as Exhibit 4.2 to NavistarFinancial Retail Receivables Corporation Owner Trust 2004-B’s Form 8-Kdated November 17, 2004.  CommissionFile No. 333-67112-06.

 

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10.70             Series 2005-1 Supplement to the Poolingand Servicing Agreement, dated as of February 28, 2005, among theCorporation, as Servicer, Navistar Financial Securities Corporation, as Seller,and the Bank of New York, as Master Trust Trustee on behalf of the Series 2004-1Certificateholders.  Filed as Exhibit 4.1to Navistar Financial Dealer Note Master Owner Trust’s Form 8-K dated February 28,2005.  Commission File No. 333-104639-01.

 

10.71             Series 2000-VFC Supplement to thePooling and Servicing Agreement, dated as of January 28, 2000, among theCorporation, as Servicer, Navistar Financial Securities Corporation, as Seller,and the Bank of New York, as Master Trust Trustee on behalf of the Series 2000-VFCCertificateholders. Filed as Exhibit 10.71 to the Corporation’s Form 10-Qdated April 19, 2005.  CommissionFile No. 001-04146.

 

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

 

10.73             Amended and Restated Certificate PurchaserAgreement, dated as of December 27, 2005, among Corporation, as Servicer, Navistar Financial SecuritiesCorporation, as Seller, Kitty Hawk Funding Corporation, as a Conduit Purchaser,Liberty Street Funding Corp., as a Conduit Purchaser, Bank of America, NationalAssociation, as Administrative Agent for the Purchasers, a Managing Agent, andas a Committed Purchaser and the Bank of Nova Scotia, as a Committed Purchaserand as a Managing Agent. Filed as Exhibit 10.73 to the Corporation’s Form 10-Qdated April 19, 2005.  CommissionFile No. 001-04146.

 

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