PAGE 1
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 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.
10.3 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.
10.4 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 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 5, 1996. Commission File No.1-4146-1.
10.5 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.
10.6 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.
10.7 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.
10.8 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.
10.9* 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.
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EXHIBIT 10 (CONTINUED)
NAVISTAR INTERNATIONAL CORPORATION
AND CONSOLIDATED SUBSIDIARIES
---------------------------------
MATERIAL CONTRACTS
10.10* Navistar International Corporation Stock Ownership Program. Filed as
Exhibit 10.20 to Form 10-Q dated September 12, 1997. Commission File
No. 1-9618.
10.11 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.
10.12* 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.
10.13* 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.
10.14 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.
10.15* 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.
10.16 Transfer and Administration Agreement dated as of November 13, 1998,
between Navistar Financial Corporation, as Servicer, and Navistar
Financial Retail Receivables Corporation, as Transferor, Park Avenue
Receivables Corporation, as Purchaser, and The Chase Manhattan Bank,
as Funding Agent and APA Bank. Filed on Form 8-K dated December 18,
1998. Commission File No. 33-64249.
10.17* Navistar 1994 Performance Incentive Plan amended as of October 13,
1998. Filed as Exhibit 10.19 to Form 10-K dated December 22, 1998.
Commission File No. 1-9618.
10.18 Trust Agreement dated as of June 3, 1999, between Navistar Financial
Retail Receivables Corporation, as Seller, and Chase Manhattan Bank
Delaware, as Owner Trustee, with respect to Navistar Financial 1999-A
Owner Trust. Filed on Registration No. 33-50291.
10.19 Indenture dated as of June 3, 1999, between Navistar Financial
1999-A Owner Trust and The Bank of New York, as Indenture
Trustee, with respect to Navistar Financial 1999-A Owner Trust.
Filed on Registration No. 333-62445.
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EXHIBIT 10 (CONTINUED)
NAVISTAR INTERNATIONAL CORPORATION
AND CONSOLIDATED SUBSIDIARIES
---------------------------------
MATERIAL CONTRACTS
10.20 Receivable Purchase Agreement dated as of November 12, 1999,
between Navistar Financial Retail Receivables Corporation, as
Seller, Navistar Financial Corporation, as Servicer, and Falcon
Asset Securitization Corporation and International Securitization
Corporation, as investors, and Bank One NA as agent and as
Securities Intermediary, with respect to Navistar Financial 1999-B
Multi-seller Asset-backed Commercial Paper Conduit. Filed on
Registration No. 333-62445.
The following documents of Navistar International Corporation are filed
herewith:
Form 10-K Page
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10.21* Navistar 1998 Supplemental Stock Plan **
* 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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