| Exhibit      10NAVISTAR      FINANCIAL CORPORATIONAND      SUBSIDIARIES MATERIAL      CONTRACTS                                 |
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| The      following documents of Navistar Financial Corporation (“the Corporation”)      are incorporated herein by reference: |
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| Exhibit      10.1                                                                                                                         | Series      2009-1 Indenture Supplement to the Indenture, dated November 10, 2009,      between Navistar Financial Dealer Note Master Owner Trust, as Issuer, and      The Bank of New York Mellon, a New York banking corporation, as Indenture      Trustee.  Filed as Exhibit 10.1 to the Corporation’s Form 8-K on      November 17, 2009.   Commission File No.      001-04146.  |
| Exhibit      10.2                                                                                                                         | Amendment      No. 8 to the Pooling and Servicing Agreement, dated November 10, 2009,      among Navistar Financial Securities Corporation, Navistar Financial      Corporation and The Bank of New York Mellon, a New York banking      corporation, as Master Trust Trustee.  Filed as Exhibit 10.2 to      the Corporation’s Form 8-K on November 17,      2009.   Commission File No. 001-04146.  |
| Exhibit      10.3                                                                                                                         | Amendment      No. 1 to Series 2004-1 Supplement to Pooling and Servicing Agreement,      dated November 10, 2009, among Navistar Financial Securities Corporation,      Navistar Financial Corporation and The Bank of New York Mellon, a New York      banking corporation, as Master Trust Trustee.  Filed as Exhibit      10.3 to the Corporation’s Form 8-K on November 17,      2009.   Commission File No. 001-04146.  |
| Exhibit      10.4                                                                                                                         | Amendment      No. 1 to the Master Owner Trust Agreement, dated November 10, 2009,      between Navistar Financial Securities Corporation and Deutsche Bank Trust      Company Delaware, a Delaware banking corporation, as Master Owner Trust      Trustee.  Filed as Exhibit 10.4 to the Corporation’s Form 8-K on      November 17, 2009.   Commission File No.      001-04146.  |
| Exhibit      10.5                                                                                                                         | Amendment      No. 5 to the Series 2000-VFC Supplement to the Pooling and Servicing      Agreement, dated November 10, 2009, among Navistar Financial Securities      Corporation, Navistar Financial Corporation and The Bank of New York      Mellon, a New York banking corporation, as Master Trust      Trustee.  Filed as Exhibit 10.5 to the Corporation’s Form 8-K on      November 17, 2009.   Commission File No.      001-04146.  |
| Exhibit      10.6                                                                                                                         | Amendment      to Amended and Restated Certificate Purchase Agreement, dated November 10,      2009, among Navistar Financial Corporation, Navistar Financial Securities      Corporation, Kitty Hawk Funding Corporation, as a Conduit Purchaser,      Liberty Street Funding LLC (f/k/a Liberty Street Funding Corp.), as a      Conduit Purchaser, The Bank of Nova Scotia, as a Managing Agent and a      Committed Purchaser, and Bank of America, National Association, as a      Managing Agent, the Administrative Agent and a Committed Purchaser. Filed      as Exhibit 10.6 to the Corporation’s Form 8-K on November 17,      2009.   Commission File No. 001-04146.  |
| Exhibit      10.7                                                                                                                         | Amended      and Restated Credit Agreement, dated as of December 16, 2009, by and among      Navistar Financial Corporation, a Delaware corporation, and Navistar      Financial, S.A. DE C.V., Sociedad Financiera De Objeto Multiple, Entidad      No Regulada, a Mexican corporation, as borrowers, the lenders party      thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of      America, N.A., as syndication agent, and The Bank of Nova Scotia, as      documentation agent. Filed as Exhibit 10.1 to the Corporation’s Form 8-K      on December 18, 2009.   Commission File No.      001-04146.  |
| Exhibit      10.8                                                                                                                         | Second      Amended and Restated Parent Guarantee, dated as of December 16, 2009, by      Navistar International Corporation, a Delaware corporation, in favor of      JPMorgan Chase Bank, N.A., as administrative agent for the lenders party      to the Amended and Restated Credit Agreement.   Filed as      Exhibit 10.2 to the Corporation’s Form 8-K on December 18,      2009.   Commission File No.  001-04146. |

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| Exhibit      10.9        | Second      Amended and Restated Parents’ Side Agreement, dated as of December 16,      2009, by and between Navistar International Corporation, a Delaware      corporation, and Navistar, Inc. (formerly known as International Truck and      Engine Corporation), a Delaware corporation, for the benefit of the      lenders from time to time party to the Amended and Restated Credit      Agreement. Filed as Exhibit 10.3 to the Corporation’s Form 8-K on December      18, 2009.   Commission File No. 001-04146.                                                                                                                                                                                                                     |
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| Exhibit      10.10       | First      Amendment, dated as of December 16, 2009, to the Amended and Restated      Security, Pledge and Trust Agreement, dated as of July 1, 2005, between      Navistar Financial Corporation, a Delaware corporation, and Deutsche Bank      Trust Company Americas, a corporation duly organized and existing under      the laws of the State of New York, acting individually and as trustee for      the holders of the secured obligations under the Amended and Restated      Credit Agreement.  Filed as Exhibit 10.4 to the Corporation’s      Form 8-K on December 18, 2009.   Commission File No.      001-04146.                                                                                                             |
| Exhibit      10.11       | Note      Sale Agreement, dated as of December 16, 2009, between Navistar Financial      Corporation, a Delaware corporation, and Navistar Financial Asset Sales      Corp., a Delaware corporation.  Filed as Exhibit 10.5 to the      Corporation’s Form 8-K on December 18, 2009.   Commission      File No. 001-04146.                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit      10.12       | Note      Purchase Agreement, dated as of December 16, 2009, by and between Navistar      Financial Asset Sales Corp., a Delaware corporation, and Wells Fargo      Equipment Finance, Inc., a Minnesota corporation.   Filed      as Exhibit 10.6 to the Corporation’s Form 8-K on December 18,      2009.   Commission File No. 001-04146.                                                                                                                                                                                                                                                                                                                                                                                            |
| Exhibit      10.13       | Servicing      Agreement, dated as of December 16, 2009, by and between Navistar      Financial Corporation, a Delaware corporation, and Wells Fargo Equipment      Finance, Inc., a Minnesota corporation.  Filed as Exhibit 10.7      to the Corporation’s Form 8-K on December 18,      2009.   Commission File No. 001-04146.                                                                                                                                                                                                                                                                                                                                                                                                            |
| Exhibit  10.14 | Loan      and Security Agreement, dated as of December 16, 2009, by and between      Navistar Financial Corporation, a Delaware corporation, and Wells Fargo      Equipment Finance, Inc., a Minnesota corporation.   Filed      as Exhibit 10.8 to the Corporation’s Form 8-K on December 18,      2009.   Commission File No. 001-04146.                                                                                                                                                                                                                                                                                                                                                                                              |
| Exhibit      10.15       | Intercreditor      Agreement, dated as of December 16, 2009, by and among Navistar Financial      Corporation, a Delaware corporation, Wells Fargo Equipment Finance, Inc.,      a Minnesota corporation, Deutsche Bank Trust Company Americas, a      corporation duly organized and existing under the laws of the State of New      York, acting individually and as trustee for the holders of the secured      obligations under the Amended and Restated Credit Agreement, and JPMorgan      Chase Bank, N.A., as administrative agent for the lenders party to the      Amended and Restated Credit Agreement.  Filed as Exhibit 10.9 to      the Corporation’s Form 8-K on December 18,      2009.   Commission File No. 001-04146.  |
| Exhibit      10.16       | Treasurer’s      Agreement Number 3 to the Amended and Restated Master Intercompany      Agreement dated as of April 1, 2007.   Filed as Exhibit      10.1 to the Corporation’s Form 8-K on February 2,      2010.   Commission File No. 001-04146.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Exhibit      10.17       | Series      2010-1 Indenture Supplement to the Indenture, dated February 12, 2010,      between Navistar Financial Dealer Note Master Owner Trust, as Issuer, and      The Bank of New York Mellon, a New York banking corporation, as Indenture      Trustee.   Filed as Exhibit 10.1 to the Corporation’s Form      8-K on February 16, 2010.   Commission File No.      001-04146.                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit      10.18       | Operating      Agreement, dated March 5, 2010, among Navistar Financial Corporation,      Navistar, Inc., Navistar International Corporation, General Electric      Capital Corporation and GE Capital Commercial Inc.  Filed as      Exhibit 10.1 to the Corporation’s Form 8-K on March 9,      2010.   Commission File No.  001-04146.                                                                                                                                                                                                                                                                                                                                                                                                         |

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