Exhibit 4.50


    Exhibit
      4.50

     

    FIRST
      SUPPLEMENT TO INDENTURE

     

    This
      First Supplement to Indenture (the "First
      Supplement")
      is
      dated as of August 9, 2006 by and among Navistar International Corporation,
      a Delaware corporation (the "Company"),
      International Truck and Engine Corporation, a Delaware corporation
      ("International")
      and
      BNY Midwest Trust Company, an Illinois banking company (the "Trustee"),
      with
      respect to the Company's 2.50% Senior Convertible Notes due 2007 (the
      "Notes").
      Capitalized terms used but not otherwise defined in this First Supplement shall
      have the meanings ascribed to such terms in the Indenture (hereinafter defined).
      

     

    WHEREAS,
      the Company, International and the Trustee entered into that certain Indenture,
      dated as of December 16, 2002 (as may be amended and supplemented from time
      to
      time in accordance with its terms, the "Indenture");
      

     

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


     

    WHEREAS,
      the Holders of at least a majority in aggregate principal amount of Notes
      outstanding (excluding any Notes held by any affiliate of the Company) have
      consented to the amendments and waivers effected by this First Supplement;
      

     

    WHEREAS,
      pursuant to Section
      8.02
      of the
      Indenture, the Trustee is authorized to execute and deliver this First
      Supplement; 

     

    NOW,
      THEREFORE, in consideration of the premises and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereby agree, for the equal and proportionate benefit of all Holders
      of
      the Securities, as follows: 

     

    ARTICLE
      I

     

    INDENTURE
      AMENDMENTS AND WAIVERS

     

    Section
      1.01 Amendments
      to Articles Three, Four, Five and Six.
      Upon
      written notification to the Trustee by the Company that it has accepted for
      purchase and payment (the "Acceptance
      Date")
      pursuant to the offer to purchase all of the Notes validly tendered on or before
      midnight, New York City time, on August 8, 2006 pursuant to the Offer to
      Purchase and Consent Solicitation Statement, dated as of June 27, 2006, and
      any
      amendments, modifications or supplements thereto, then automatically (without
      further act by any person) with respect to the Notes: 

     

    (a) Section
      3.02
      (Reports
      by the Company) and Section
      3.03
      (Compliance Certificate) of the Indenture are deleted in their entirety and
      replaced with the following: "The Company shall comply with Section 314 of
      the
      TIA." 

     

    E-1

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      4.50 (Continued)

     

    


     

    (b) Section
      3.06
      (Repurchase Upon Fundamental Change) of the Indenture is deleted in its
      entirety. 

     

    (c) Section
      3.11
      (Limitation on Guarantees by Subsidiaries) of the Indenture is deleted in its
      entirety. 

     

    (d) Each
      of
      the following subsections of Section
      5.01
      (Events
      of Default) of the Indenture are deleted in their entirety: Sections
      5.01(c),
      (d),
      (e)
      and
(h).
      

     

    (e) Failure
      to comply with the terms of any of the foregoing sections of the Indenture
      shall
      no longer constitute a Default or an Event of Default under the Indenture and
      shall no longer have any other consequence under the Indenture.

     

    (f) The
      occurrence of the events described in Sections
      5.01(c),
      (d),
      (e)
      and
(h)
      shall no
      longer constitute Events of Default.

     

    (g) All
      definitions set forth in Section
      1.01
      of the
      Indenture that relate to defined terms used solely in covenants or sections
      deleted hereby are deleted in their entirety. 

     

    Section
      1.02 Waivers.
      The
      Trustee acknowledges that Holders representing at least a majority in aggregate
      principal amount of the outstanding Notes have: (i) waived any and all
      Defaults or Events of Default that have arisen or may arise under the Indenture
      at any time prior to the maturity date of the Notes, including any Default
      or
      Event of Default that may exist or arise as a result of: (a) a failure by
      the Company to comply with Section
      3.02
      of the
      Indenture at any time prior to the maturity date of the Notes; (b) a
      failure by the Company to provide the Trustee with any notice of Default or
      Event of Default required by Section
      3.03
      of the
      Indenture at any time prior to the maturity date of the Notes and (c) an
      acceleration of any Indebtedness or other event constituting a Default or Event
      of Default under Section
      5.01(h)
      of the
      Indenture; (ii) agreed to rescind any notice of Default provided to the
      Company at any time prior to the effective time of this Section
      1.02;
      and
      (iii) agreed to rescind any notice of acceleration of the Notes that has
      been received by the Company at any time prior to the effective time of this
      Section
      1.02.
      Based
      on the foregoing, the Trustee hereby revokes any and all notices of Default
      and/or acceleration delivered by the Trustee to the Company prior to the
      effective time of this Section
      1.02.
      This
Section
      1.02
      shall be
      effective as of the Acceptance Date. 

     

    


     

    


     

    


     

    


     

    E-2

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      4.50 (Continued)

     

    ARTICLE
      II

     

    MISCELLANEOUS
      PROVISIONS

     

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

     

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

     

    Section
      2.03 Counterparts.
      This
      First Supplement may be executed in any number of counterparts, each of which,
      when so executed, shall be deemed to be an original, but all of which shall
      together constitute one and the same instrument. 

     

    Section
      2.04 Effectiveness.
      This
      First Supplement shall become effective immediately upon its execution in
      accordance with the provisions of Article
      IX
      of the
      Indenture. 

     

    Section
      2.05 GOVERNING
      LAW.
      THIS
      FIRST SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
      INTERNAL LAWS OF THE STATE OF NEW YORK. THE COMPANY AGREES TO SUBMIT TO THE
      JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, COUNTY OF NEW YORK, IN
      ANY
      ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS FIRST SUPPLEMENT.


     

    Section
      2.06 Disclaimer
      of Trustee's Responsibility.
      In
      executing this First Supplement, the Trustee shall be entitled to all the
      privileges and immunities afforded to the Trustee under the terms and conditions
      of the Indenture. 

     

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

     

    *
      * * *
      *

     

    


     

    


     

    


     

    


     

    


     

    E-3

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      4.50 (Continued)

     

    


     

    


     

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

     

    


    


    


    
      	 	 	 
	 	NAVISTAR
              INTERNATIONAL CORPORATION
	 
 	 
 	 
 
	
            	By:  	/s/ Terry
              M. Endsley
	 	
              
Name: Terry
              M. Endsley 
	 	Title:   Vice
              President and Treasurer 




    


    
      	 	 	 
	 	INTERNATIONAL
              TRUCK AND ENGINE CORPORATION
	 
 	 
 	 
 
	
            	By:  	/s/ Terry
              M. Endsley
	 	
              
Name:
              Terry M. Endsley
	 	Title:   Vice
              President and Treasurer 




    


    
      	 	 	 
	 	BNY
              MIDWEST TRUST COMPANY
	 
 	 
 	 
 
	
            	By:  	/s/ Linda
              Garcia
	 	
              
Name:  Linda
              Garcia
	 	Title:  
              Assistant Vice President 




    


    


    


    


    E-4