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EXHIBIT 10
NAVISTAR INTERNATIONAL CORPORATION
AND CONSOLIDATED SUBSIDIARIES
---------------------------------
MATERIAL CONTRACTS
The following documents of Navistar International Corporation and its
affiliate Navistar Financial Corporation are incorporated herein by reference.
10.1* Navistar International Corporation 1984 Stock Option Plan. Filed
as Exhibit A to Proxy Statement dated February 6, 1984.
Commission File No. 1-5236.
10.2 Pooling and Servicing Agreement dated as of December 1, 1990,
among Navistar Financial Corporation as Servicer, Navistar
Financial Securities Corporation as Seller, and The Chase
Manhattan Bank (survivor in the merger between The Chase
Manhattan Bank and Chemical Bank, which was the survivor in the
merger between Chemical Bank and Manufacturers Hanover Trust
Company), as Trustee. Filed on Registration No. 33-36767.
10.3 Amended and Restated Credit Agreement dated as of November 4,
1994 among Navistar Financial Corporation, certain banks, certain
Co-Arranger banks, and Morgan Guaranty Trust Company of New York,
as Administrative Agent. Filed on Form 8-K dated November 4,
1994. Commission File No.
1-4146-1.
10.4 Liquidity Agreement dated as of November 7, 1994 among NFC Asset
Trust, as Borrower, Chemical Bank, Bank of America Illinois, The
Bank of Nova Scotia, and Morgan Guaranty Trust Company of New
York, as Co-Arrangers, and Chemical Bank, as Administrative
Agent. Filed on Form 8-K dated November 4, 1994. Commission File
No. 1-4146-1.
10.5 Indenture dated as of May 25, 1995 between Navistar Financial
1995-A Owner Trust and The Bank of New York, as Indenture
Trustee, with respect to Navistar Financial 1995-A Owner Trust.
Filed on Registration No. 33-55865.
10.6 Indenture dated as of November 1, 1995 between Navistar Financial
1995-B Owner Trust and The Bank of New York, as Indenture
Trustee, with respect to Navistar Financial 1995-B Owner Trust.
Filed on Registration No. 33-55865.
10.7 Amendment No. 2 dated as of March 29, 1996, to the Amended and
Restated Credit Agreement dated as of November 4, 1994, as
amended by Amendment No. 1 dated as of December 15, 1995, among
Navistar Financial, certain banks, certain Co-Arranger banks, and
Morgan Guaranty Trust Company of New York, as Administrative
Agent filed on Form 8-K dated June 5, 1996. Commission File No.
1-4146-1.
10.8 Indenture dated as of May 30, 1996, between Navistar Financial
1996-A Owner Trust and The Bank of New York, as Indenture
Trustee, with respect to Navistar Financial 1996-A Owner Trust.
Filed on Registration No. 33-55865.
10.9 Indenture dated as of November 6, 1996, between Navistar
Financial 1996-B Owner Trust and The Bank of New York, as
Indenture Trustee, with respect to Navistar Financial 1996-B
Owner Trust. Filed on Registration No. 33-55865.
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EXHIBIT 10 (CONTINUED)
NAVISTAR INTERNATIONAL CORPORATION
AND CONSOLIDATED SUBSIDIARIES
---------------------------------
MATERIAL CONTRACTS
10.10 Indenture dated as of May 7, 1997, between Navistar Financial
1997-A Owner Trust and The Bank of New York, as Indenture
Trustee, with respect to Navistar Financial 1997-A Owner Trust.
Filed on Registration No. 33-55865.
10.11 Amendment No. 3 dated as of May 27, 1997, to the Amended and
Restated Credit Agreement dated as of November 4, 1994, as
amended by Amendment No. 1 dated as of December 15, 1995 and
Amendment No. 2 dated as of March 29, 1996, among Navistar
Financial Corporation, certain banks, certain Co-Arranger banks,
and Morgan Guaranty Trust Company of New York, as Administrative
Agent filed on Form 8-K dated June 17, 1997. Commission File No.
1-4146-1.
10.12* Form of Executive Severance Agreement which is executed with all
executive officers dated June 16, 1997. Filed as Exhibit 10.5 to
Form 10-Q dated September 12, 1997. Commission File No. 1-9618.
10.13* Navistar International Corporation Stock Ownership Program.
Filed as Exhibit 10.20 to Form 10-Q dated September 12, 1997.
Commission File No. 1-9618.
10.14 Indenture dated as of November 5, 1997, between Navistar
Financial 1997-B Owner Trust and The Bank of New York, as
Indenture Trustee, with respect to Navistar Financial 1997-B
Owner Trust. Filed on Registration No. 33-64249.
10.15* Navistar 1988 Non-Employee Director Stock Option Plan amended as
of March 20, 1996. Filed as Exhibit 10.19 to Form 10-K dated
December 22, 1997. Commission File No. 1-9618.
10.16* Navistar 1998 Non-Employee Director Stock Option Plan. Filed as
Exhibit 10.20 to Form 10-Q dated March 17, 1998. Commission File
No. 1-9618.
10.17 Indenture dated as of June 4, 1998, between Navistar Financial
1998-A Owner Trust and The Bank of New York, as Indenture
Trustee, with respect to Navistar Financial 1998-A Owner Trust.
Filed on Registration No. 33-64249.
10.18* Navistar International Corporation 1998 Interim Stock Plan.
Filed as Exhibit 10.21 to Form 10-Q dated June 12, 1998.
Commission File No. 1-9618.
The following documents of Navistar International Corporation are filed
herewith:
Form 10-K Page
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10.19* Navistar 1994 Performance Incentive Plan **
amended as of October 13, 1998.
* Indicates a management contract or compensatory plan or arrangement required
to be filed as an exhibit to this report pursuant to Item 14(c).
** Filed only electronically with the Securities and Exchange Commission.
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