EXHIBIT 4.20
8% SENIOR SUBORDINATED NOTES DUE 2008 ------------------------------ SECOND SUPPLEMENT TO INDENTURE DATED AS OF AUGUST 22, 2001 ------------------------------ NAVISTAR INTERNATIONAL CORPORATION, AS ISSUER, AND BNY MIDWEST TRUST COMPANY, AS TRUSTEE
E-15EXHIBIT 4.20 (CONTINUED) SECOND SUPPLEMENT TO INDENTURE This Second Supplement to Indenture is dated as of August 22, 2001 by and between Navistar International Corporation, a Delaware corporation (the "Company"), International Truck and Engine Corporation, a Delaware corporation, as Subsidiary Guarantor, and BNY Midwest Trust Company, an Illinois banking corporation (the "Trustee"), as successor to Harris Trust and Savings Bank, with respect to the Company's 8% Senior Subordinated Notes due 2008 (this "Second Supplement"). Capitalized terms used but not otherwise defined in this Second Supplement shall have the meanings ascribed to such terms in the Indenture (hereinafter defined). WHEREAS, the Company and the Trustee entered into that certain Indenture, dated as February 4, 1998, and as amended by the First Supplement to Indenture, dated as of May 31, 2001, by and among the Company, International Truck and Engine Corporation and the Trustee (as may be further amended and supplemented from time to time in accordance with its terms, the "Indenture"); WHEREAS, Section 9.1 of the Indenture provides that, when authorized by resolutions of its Board of Directors, the Company and the Trustee may, without the consent of any Holders, amend, waive or supplement the Indenture without notice to or consent of any Holder to, among other things, cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendment or supplement does not adversely affect the rights of any Holder; WHEREAS, clause (iii) of Section 4.18 (Limitation on Restricted Payments) of the Indenture currently restricts the ability of the Company or any of its Restricted Subsidiaries to make a payment on a guarantee of any obligation of any Person (the "Guarantee Payment Restriction"), including any guarantee entered into in compliance with clause (xii) of Section 4.9 or required by Section 4.15 of the Indenture; WHEREAS, the Guarantee Payment Restriction is inconsistent with other more specific provisions of the Indenture, including: (A) clause (xii) of Section 4.9 (Limitation on Incurrence of Indebtedness), which permits the Company or any Restricted Subsidiary to guarantee Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under another provision the applicable covenant; (B) Section 4.15 (Limitation on Guarantees by Restricted Subsidiaries), which requires Restricted Subsidiaries to guarantee the Securities under certain circumstances; and (C) clause (xiii) of the definition of "Permitted Investments," which enables the Company or any of its Restricted Subsidiaries to make unlimited Investments in the Company or any Wholly Owned Subsidiary; WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee is authorized to execute and deliver this Second 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: E-16 EXHIBIT 4.20 (CONTINUED) ARTICLE I INDENTURE AMENDMENT Section 1.01 Amendment to Section 4.18. Clause (iii) of the first paragraph of Section 4.18 of the Indenture shall hereby be amended and supplemented by deleting such clause (iii) in its entirety and replacing it to read as follows: "(iii) make any Investment (other than a Permitted Investment) in, or payment on a guarantee of any obligation of (other than a guarantee of Indebtedness of the Company or any of its Wholly Owned Subsidiaries permitted under clause (xii) of Section 4.9 or a guarantee of the Securities by a Restricted Subsidiary required under Section 4.15), any Person; or." ARTICLE II MISCELLANEOUS PROVISIONS Section 2.01 Instruments to be Read Together. This Second Supplement is an indenture supplement to and in implementation of the Indenture, and said Indenture and this Second Supplement shall henceforth be read together. Section 2.02 Confirmation. The Indenture, as amended and supplemented by this Second Supplement, is in all respects confirmed and preserved. Section 2.03 Counterparts. This Second 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 Second 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 SECOND 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 SECOND SUPPLEMENT. Section 2.06 Disclaimer of Trustee's Responsibility. In executing this Second Supplement, the Trustee shall be entitled to all the privileged and immunities afforded to the Trustee under the terms and conditions of the Indenture. * * * * E-17 EXHIBIT 4.20 (CONTINUED) IN WITNESS WHEREOF, the parties hereto have caused this Second Supplement to Indenture to be duly executed as of the date first above written.
NAVISTAR INTERNATIONAL CORPORATION By: /s/ Thomas M. Hough ----------------------------------------------------- Name: Thomas M. Hough Its: Vice President and Treasurer
BNY MIDWEST TRUST COMPANY By: /s/ D. G. Donovan ----------------------------------------------------- Name: D.G. Donovan Its: Assistant Vice President
INTERNATIONAL TRUCK AND ENGINE CORPORATION By: /s/ Thomas M. Hough ----------------------------------------------------- Name: Thomas M. Hough Its: Vice President and Treasurer
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