NAVISTAR INTERNATIONAL CORP Contracts & Agreements

Amendment No. 14 to the Note Purchase Agreement, dated as of April 15, 2021, among Navistar Financial Securities Corporation, as the seller, Navistar Financial Corporation, as the... (Filed With SEC on April 19, 2021)

Description of Capital Stock (Filed With SEC on December 17, 2020)

FIRST AMENDMENT TO NAVISTAR INTERNATIONAL CORPORATION EMPLOYMENT AND SERVICES AGREEMENT (Filed With SEC on December 17, 2020)

AMENDMENT NO. 4 TO THE POOLING AND SERVICING AGREEMENT (Filed With SEC on December 17, 2020)

Agreement and Plan of Merger, dated as of November 7, 2020, by and among Navistar International Corporation, TRATON SE and Dusk Inc (Filed With SEC on November 9, 2020)

Loan Agreement between the Illinois Finance Authority (IFA) and the Company dated as of July 1, 2020 (including as an exhibit thereto, a copy of the Indenture relating to the... (Filed With SEC on August 6, 2020)

Bond Guarantee in respect of the Bonds dated as of July 1, 2020 from Navistar, Inc. to Citibank, N.A., as Trustee (Filed With SEC on August 6, 2020)

Series 2020-1 Indenture Supplement to the Indenture, dated as of July 30, 2020, between Navistar Financial Dealer Note Master Owner Trust II, as issuing entity, and Citibank,... (Filed With SEC on July 30, 2020)

Amendment No. 5 to Series 2012-VFN Indenture Supplement, dated as of May 8, 2020, between Navistar Financial Dealer Note Master Owner Trust II, as the issuing entity, and... (Filed With SEC on May 11, 2020)

Amendment No. 13 to the Note Purchase Agreement, dated as of May 8, 2020, among Navistar Financial Securities Corporation, as the seller, Navistar Financial Corporation, as the... (Filed With SEC on May 11, 2020)

Indenture, dated as of April 27, 2020, among Navistar International Corporation, Navistar, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee and as collateral... (Filed With SEC on April 27, 2020)

Purchase Agreement, dated as of April 21, 2020, among Navistar International Corporation, Navistar, Inc. and J.P. Morgan Securities LLC, as representative of the initial... (Filed With SEC on April 27, 2020)

Third Amendment to Amended and Restated Employment and Services Agreement dated April 11, 2020 (Filed With SEC on April 13, 2020)

2020 Nonelective Deferred Compensation Plan (Filed With SEC on April 13, 2020)

2020 Non-Employee Directors Nonelective Deferred Compensation Plan (Filed With SEC on April 13, 2020)

SECOND AMENDMENT TO THE NAVISTAR, INC. MANAGERIAL RETIREMENT OBJECTIVE PLAN (Filed With SEC on December 17, 2019)

SECOND AMENDMENT TO THE NAVISTAR, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (Filed With SEC on December 17, 2019)

FIRST AMENDMENT TO THE NAVISTAR, INC. SUPPLEMENTAL RETIREMENT ACCUMULATION PLAN (Filed With SEC on December 17, 2019)

2013 Performance Incentive Plan as of December 9, 2019 (marked to indicate all changes from the version effective as of February 11, 2015) (Filed With SEC on December 11, 2019)

Non-Employee Directors Deferred Fee Plan as of December 9, 2019 (marked to indicate all changes from the version effective as of February 11, 2015) (Filed With SEC on December 11, 2019)

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION (Filed With SEC on September 4, 2019)

Series 2019-1 Indenture Supplement to the Indenture, dated as of June 19, 2019, between Navistar Financial Dealer Note Master Owner Trust II, as issuing entity, and Citibank,... (Filed With SEC on June 20, 2019)

AMENDMENT NO. 3 TO SERIES 2012-VFN INDENTURE SUPPLEMENT (Filed With SEC on June 4, 2019)

Amendment No. 4, dated as of May 23, 2019, by and among Navistar Financial Corporation and Navistar Financial, S.A. de C.V., Sociedad Financiera De Objeto Multiple, Entidad... (Filed With SEC on May 28, 2019)

Second Amendment to Amended and Restated Employment and Services Agreement, dated April 24, 2019 and effective as of April 22, 2019, among Navistar International Corporation,... (Filed With SEC on April 26, 2019)

Amendment No. 3 to Pooling and Servicing Agreement, dated as of April 12, 2019, by and among Navistar Financial Dealer Note Master Owner Trust II, as the issuing entity, Navistar... (Filed With SEC on April 15, 2019)

Amendment No. 12 to the Note Purchase Agreement, dated as of April 12, 2019, among Navistar Financial Securities Corporation, as the seller, Navistar Financial Corporation, as the... (Filed With SEC on April 15, 2019)

Amendment No. 1 to Recapitalization Agreement by and between Navistar, Inc. and Olive Investor, L.P. dated as of December 31, 2018 (Filed With SEC on January 7, 2019)

Recapitalization Agreement by and among Navistar, Inc., Navistar International Corporation, ND Holdings, LLC, ND Intermediate, LLC, Navistar Defense LLC and Olive Investor, L.P.... (Filed With SEC on January 7, 2019)

Amendment No. 4 to Series 2012-VFN Indenture Supplement, dated as of November 28, 2018, between Navistar Financial Dealer Note Master Owner Trust II, as the issuing entity, and... (Filed With SEC on November 30, 2018)

Amendment No. 11 to the Note Purchase Agreement, dated as of November 28, 2018, among Navistar Financial Securities Corporation, as the seller, Navistar Financial Corporation, as... (Filed With SEC on November 30, 2018)

Series 2018-1 Indenture Supplement to the Indenture, dated as of September 25, 2018, between Navistar Financial Dealer Note Master Owner Trust II, as issuing entity, and Citibank,... (Filed With SEC on September 26, 2018)

Joinder Agreement, dated July 30, 2018, among Navistar Financial Corporation, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (Filed With SEC on July 31, 2018)

Amendment No. 3, dated as of June 12, 2018, by and among Navistar Financial Corporation and Navistar Financial, S.A. de C.V., Sociedad Financiera De Objeto Multiple, Entidad... (Filed With SEC on June 14, 2018)

Amended and Restated Employment and Services Agreement, dated April 16, 2018, among Navistar International Corporation, Navistar, Inc., and Troy A. Clarke (Filed With SEC on April 18, 2018)

Amendment No. 2 to the Third Amended and Restated Credit Agreement (Filed With SEC on March 8, 2018)

Amendment No. 10 to the Note Purchase Agreement and Amendment No. 1 to Fifth Amended and Restated Fee Letter, dated as of December 21, 2017, among Navistar Financial Securities... (Filed With SEC on December 22, 2017)

Indenture, dated as of November 6, 2017, among Navistar International Corporation, Navistar, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (Filed With SEC on November 8, 2017)

First Supplemental Indenture, dated as of November 6, 2017, between Navistar International Corporation and The Bank of New York Mellon Trust Company, N.A (Filed With SEC on November 8, 2017)

Purchase Agreement, dated as of November 2, 2017, among Navistar International Corporation, Navistar, Inc. and J.P. Morgan Securities LLC, as representative of the initial... (Filed With SEC on November 8, 2017)

Amendment No. 1, dated as of September 18, 2017, by and among Navistar Financial Corporation and Navistar Financial, S.A. de C.V., Sociedad Financiera De Objeto Multiple, Entidad... (Filed With SEC on September 19, 2017)

Supplemental Executive Retirement Plan (Filed With SEC on September 6, 2017)

Managerial Retirement Objective Plan (Filed With SEC on September 6, 2017)

SECONDAMENDED AND RESTATED ABL CREDIT AGREEMENT Dated as of August 4, 2017 among NAVISTAR, INC., as Borrower, THE LENDERS PARTYHERETO, BANK OF AMERICA, N.A., as Administrative... (Filed With SEC on August 7, 2017)

NAVISTAR FINANCIAL DEALER NOTE MASTER OWNER TRUST II as Issuing Entity and CITIBANK, N.A. as Indenture Trustee SERIES 2017-1 INDENTURE SUPPLEMENT dated as of June 28, 2017 to... (Filed With SEC on June 29, 2017)

AMENDMENT NO. 9 TO NOTE PURCHASE AGREEMENT (Filed With SEC on June 1, 2017)

AMENDMENT NO. 5 (Filed With SEC on January 27, 2017)

$250,000,000 NAVISTARINTERNATIONAL CORPORATION 8.25% Senior Notes due 2021 Underwriting Agreement (Filed With SEC on January 18, 2017)

AMENDMENT NO. 8 TO NOTE PURCHASE AGREEMENT (Filed With SEC on November 22, 2016)

NAVISTAR FINANCIAL DEALER NOTE MASTER OWNER TRUST II as Issuing Entity and CITIBANK, N.A. as Indenture Trustee SERIES 2016-1 INDENTURE SUPPLEMENT dated as of October 5, 2016 to... (Filed With SEC on October 6, 2016)

AMENDMENT NO. 4 (Filed With SEC on October 6, 2016)

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (Filed With SEC on September 22, 2016)

PROCUREMENT JV FRAMEWORK AGREEMENT (Filed With SEC on September 12, 2016)

NAVISTAR, INC. SUPPLEMENTAL RETIREMENT ACCUMULATION PLAN As Amended and Restated Effective June 1, 2016 McDermott Will & Emery LLP Chicago, Illinois TABLE OF CONTENTS... (Filed With SEC on September 8, 2016)

STOCK PURCHASE AGREEMENT by and among NAVISTARINTERNATIONAL CORPORATION and VOLKSWAGEN TRUCK & BUS GMBH Dated as of September 5, 2016 TABLE OF CONTENTS (Filed With SEC on September 6, 2016)

STOCKHOLDER AGREEMENT BY AND AMONG VOLKSWAGEN TRUCK & BUS GMBH AND NAVISTARINTERNATIONAL CORPORATION DATED AS OF SEPTEMBER 5, 2016 TABLE OF CONTENTS (Filed With SEC on September 6, 2016)

AGREEMENT (Filed With SEC on September 6, 2016)

AMENDMENT NO. 2 TO THE ICAHN SETTLEMENT AGREEMENT (Filed With SEC on September 6, 2016)

AMENDMENT NO. 2 TO THE MHR SETTLEMENT AGREEMENT (Filed With SEC on September 6, 2016)

AMENDMENT NO. 7 TO NOTE PURCHASE AGREEMENT (Filed With SEC on June 2, 2016)

THIRDAMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 27, 2016 among NAVISTAR FINANCIALCORPORATION, and NAVISTARFINANCIAL, S.A. DE C.V., SOCIEDAD FINANCIERA DE OBJETO... (Filed With SEC on June 2, 2016)

FOURTH AMENDED AND RESTATED PARENT GUARANTEE (Filed With SEC on June 2, 2016)

FOURTH AMENDED AND RESTATED PARENTS SIDE AGREEMENT (Filed With SEC on June 2, 2016)

SECOND AMENDED AND RESTATED SECURITY, PLEDGE AND TRUST AGREEMENT between NAVISTAR FINANCIALCORPORATION and DEUTSCHEBANK TRUST COMPANY AMERICAS, Trustee Dated as of May 27, 2016... (Filed With SEC on June 2, 2016)

NAVISTAR INTERNATIONAL CORPORATION AMENDED AND RESTATED EMPLOYMENT AND SERVICES AGREEMENT (Filed With SEC on April 22, 2016)

NAVISTAR INTERNATIONAL CORPORATION [2013 PERFORMANCE INCENTIVE PLAN] NOTICE OF CASH OR STOCK SETTLED RESTRICTED STOCK UNIT GRANT AND AWARD AGREEMENT (Filed With SEC on March 8, 2016)

NAVISTAR INTERNATIONAL CORPORATION [2013 PERFORMANCE INCENTIVE PLAN] PERFORMANCE BASED RESTRICTED CASH UNIT AWARD NOTICE AND AGREEMENT (Filed With SEC on March 8, 2016)

AMENDMENT NO. 6 TO NOTE PURCHASE AGREEMENT And AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED FEE LETTER (Filed With SEC on February 29, 2016)

NAVISTAR INTERNATIONAL CORPORATION [2013 PERFORMANCE INCENTIVE PLAN] NOTICE OF [CASH SETTLED] PERFORMANCE-BASED STOCK UNIT GRANT AND AWARD AGREEMENT (Filed With SEC on December 17, 2015)

NAVISTAR INTERNATIONAL CORPORATION [2013 PERFORMANCE INCENTIVE PLAN] NOTICE OF PERFORMANCE STOCK OPTION GRANT AND AWARD AGREEMENT (Filed With SEC on December 17, 2015)

FIRST AMENDMENT TO EXECUTIVE SEVERANCE AGREEMENT (Filed With SEC on December 11, 2015)

AMENDMENT NO. 5 TO NOTE PURCHASE AGREEMENT (Filed With SEC on November 4, 2015)

NAVISTAR FINANCIAL DEALER NOTE MASTER OWNER TRUST II as Issuing Entity and CITIBANK, N.A. as Indenture Trustee SERIES 2015-1 INDENTURE SUPPLEMENT dated as of July 24, 2015 to... (Filed With SEC on July 29, 2015)

AMENDMENT NO. 3 (Filed With SEC on July 20, 2015)

AMENDMENT NO. 2 TO SERIES2012-VFN INDENTURE SUPPLEMENT (Filed With SEC on January 27, 2015)

AMENDMENTNO. 4 TO NOTEPURCHASE AGREEMENT (Filed With SEC on January 27, 2015)

AMENDMENT NO. 2 TO THE POOLING AND SERVICING AGREEMENT (Filed With SEC on November 14, 2014)

NAVISTAR FINANCIAL DEALER NOTE MASTER OWNER TRUST II as Issuing Entity and CITIBANK, N.A. as Indenture Trustee SERIES 2014-1 INDENTURE SUPPLEMENT dated as of November 5, 2014 to... (Filed With SEC on November 7, 2014)

AMENDMENT NO. 8 TO RIGHTS AGREEMENT (Filed With SEC on August 29, 2014)

AMENDMENTNO. 2 (Filed With SEC on July 23, 2014)

REVISED AND AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT (Filed With SEC on July 17, 2014)

AMENDMENT NO. 7 dated as of June 23, 2014 to the RightsAgreement, dated as of June 19, 2012, as amended, between Navistar InternationalCorporation and Computershare Inc., as... (Filed With SEC on June 24, 2014)

AGREEMENT (Filed With SEC on June 24, 2014)

AMENDMENT NO. 6 TO THE RIGHTS AGREEMENT (Filed With SEC on June 23, 2014)

NAVISTAR INTERNATIONAL CORPORATION as Issuer THE BANK OFNEW YORK MELLON TRUST COMPANY, N.A. as Trustee Indenture Dated as ofMarch 24, 2014 4.75% Senior Subordinated Convertible... (Filed With SEC on March 24, 2014)

$370,000,000 NAVISTAR INTERNATIONAL CORPORATION 4.75% Senior Subordinated Convertible Notes due 2019 Purchase Agreement (Filed With SEC on March 24, 2014)

AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENT (Filed With SEC on March 14, 2014)

SECOND AMENDMENT TO THE NAVISTAR, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (Filed With SEC on December 18, 2013)

THIRD AMENDMENT TO THE NAVISTAR, INC. MANAGERIAL RETIREMENT OBJECTION PLAN (Filed With SEC on December 18, 2013)

FOURTH AMENDMENT TO THE NAVISTAR, INC. SUPPLEMENTAL RETIREMENT ACCUMULATION PLAN (Filed With SEC on December 18, 2013)

NAVISTAR FINANCIAL DEALER NOTE MASTER OWNER TRUST II as Issuing Entity and CITIBANK, N.A. as Indenture Trustee SERIES 2013-2 INDENTURE SUPPLEMENT dated as of October 24, 2013 to... (Filed With SEC on October 28, 2013)

NAVISTAR INTERNATIONAL CORPORATION as Issuer WILMINGTONTRUST, NATIONAL ASSOCIATION as Trustee CITIBANK, N.A. As NoteRegistrar, Paying Agent, Transfer Agent, Authenticating Agent... (Filed With SEC on October 11, 2013)

$200,000,000 NAVISTAR INTERNATIONAL CORPORATION 4.5% Senior Subordinated Convertible Notes due 2018 Purchase Agreement (Filed With SEC on October 11, 2013)

AMENDMENT NO. 1 TO SERIES 2012-VFN INDENTURE SUPPLEMENT (Filed With SEC on September 18, 2013)

AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT (Filed With SEC on September 18, 2013)

AMENDMENT NO. 5 TO RIGHTS AGREEMENT (Filed With SEC on July 15, 2013)

AMENDMENT NO. 1 TO THE SETTLEMENT AGREEMENT (Filed With SEC on July 15, 2013)

AGREEMENT (Filed With SEC on July 15, 2013)

AMENDMENT NO. 4 TO RIGHTS AGREEMENT (Filed With SEC on June 18, 2013)

NAVISTAR INTERNATIONAL CORPORATION EMPLOYMENT AND SERVICES AGREEMENT (Filed With SEC on April 22, 2013)

$300,000,000 NAVISTAR INTERNATIONAL CORPORATION 8.25% Senior Notes due 2021 Underwriting Agreement (Filed With SEC on April 2, 2013)

AMENDMENT NO. 1 TO NOTEPURCHASE AGREEMENT (Filed With SEC on March 20, 2013)

NAVISTAR INTERNATIONAL CORPORATION 2013 PERFORMANCE INCENTIVE PLAN SECTION 1 ESTABLISHMENT OF THE PLAN (Filed With SEC on February 19, 2013)

Fiscal Year 2013 Long-Term Equity Grant Award Description to Named Executive Officers (Filed With SEC on February 19, 2013)

AMENDMENT NO. 1 TO THE POOLING AND SERVICING AGREEMENT (Filed With SEC on February 15, 2013)

AMENDMENT NO. 1 TO INDENTURE (Filed With SEC on February 15, 2013)

NAVISTAR FINANCIAL DEALER NOTE MASTER OWNER TRUST II as Issuing Entity and CITIBANK, N.A. as Indenture Trustee SERIES 2013-1 INDENTURE SUPPLEMENT dated as of February 14, 2013 to... (Filed With SEC on February 15, 2013)

Non-Employee Director Stock Option Grants (Filed With SEC on December 17, 2012)

NAVISTAR INTERNATIONAL CORPORATION 10,666,666 Shares of Common Stock Underwriting Agreement (Filed With SEC on October 30, 2012)

Annual Incentive Award Plan Criteria for Fiscal Year 2013 for Named Executive Officers (Filed With SEC on October 30, 2012)

AMENDMENT NO. 3 TO RIGHTS AGREEMENT (Filed With SEC on October 22, 2012)

AMENDMENT NO. 1 TO RIGHTS AGREEMENT (Filed With SEC on October 10, 2012)

AMENDMENT NO. 2 TO RIGHTS AGREEMENT (Filed With SEC on October 10, 2012)

SETTLEMENT AGREEMENT (Filed With SEC on October 10, 2012)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on October 10, 2012)

FIRST AMENDMENT TO EMPLOYMENT AND SERVICES AGREEMENT (Filed With SEC on October 10, 2012)

NAVISTAR FINANCIAL DEALER NOTE MASTER OWNER TRUST II as Issuing Entity and THE BANK OFNEW YORK MELLON as Indenture Trustee SERIES 2012-VFN INDENTURE SUPPLEMENT dated as of August... (Filed With SEC on August 30, 2012)

NOTE PURCHASE AGREEMENT among NAVISTARFINANCIAL SECURITIES CORPORATION as Transferor, NAVISTAR FINANCIAL CORPORATION, as Servicer, BANK OF AMERICA, NATIONAL ASSOCIATION, as... (Filed With SEC on August 30, 2012)

NAVISTAR INTERNATIONAL CORPORATION EMPLOYMENT AND SERVICES AGREEMENT (Filed With SEC on August 30, 2012)

Indemnification Agreement (Filed With SEC on August 30, 2012)

NAVISTAR INTERNATIONAL CORPORATION NON-QUALIFIED STOCK OPTION AWARDAGREEMENT (Filed With SEC on August 30, 2012)

383 Madison Avenue New York, New York 10179 (Filed With SEC on August 2, 2012)

FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT (Filed With SEC on July 12, 2012)

AMENDMENT NO. 2 TO SERIES 2010-VFN INDENTURE SUPPLEMENT (Filed With SEC on July 12, 2012)

NAVISTAR INTERNATIONAL CORPORATION and COMPUTERSHARE SHAREOWNER SERVICES LLC, Rights Agent Rights Agreement Dated as of June 19, 2012 TABLE OF CONTENTS (Filed With SEC on June 20, 2012)

Fiscal Year 2012 Long-Term Equity Grant Award Description to Named Executive Officers (Filed With SEC on December 20, 2011)

Annual Incentive Award Plan Criteria for Fiscal Year 2012 for Named Executive Officers (Filed With SEC on December 19, 2011)

Non-Employee Director Stock Option Grants (Filed With SEC on December 19, 2011)

AGREEMENT (Filed With SEC on November 15, 2011)

NAVISTAR FINANCIAL SECURITIES CORPORATION Seller NAVISTAR FINANCIAL CORPORATION Servicer and THE BANK OF NEW YORK MELLON Master Trust Trustee on behalf of the Series 2011-1... (Filed With SEC on November 7, 2011)

TRUST AGREEMENT BETWEEN NAVISTAR FINANCIAL SECURITIES CORPORATION DEPOSITOR AND DEUTSCHE BANK TRUST COMPANY DELAWARE OWNER TRUSTEE DATED AS OF NOVEMBER 2, 2011 TABLE OF CONTENTS (Filed With SEC on November 7, 2011)

NAVISTAR FINANCIAL DEALER NOTEMASTER OWNER TRUST II as Issuing Entity and THE BANK OF NEW YORK MELLON as Indenture Trustee INDENTURE dated as of November 2, 2011 TABLE OF CONTENTS (Filed With SEC on November 7, 2011)

NAVISTAR FINANCIAL DEALER NOTEMASTER OWNER TRUST II as Issuing Entity and THE BANK OF NEW YORK MELLON as Indenture Trustee SERIES 2011-1 INDENTURE SUPPLEMENT dated as of November... (Filed With SEC on November 7, 2011)

OMNIBUS TRANSFER AND TERMINATIONAGREEMENT Dated as of November 2, 2011 TABLE OF CONTENTS (Filed With SEC on November 7, 2011)

POOLING AND SERVICING AGREEMENT AMONG NAVISTAR FINANCIAL CORPORATION, Servicer NAVISTAR FINANCIAL SECURITIES CORPORATION, Depositor and NAVISTAR FINANCIAL DEALER NOTE MASTER OWNER... (Filed With SEC on November 7, 2011)

THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT (Filed With SEC on July 20, 2011)

AMENDMENT NO. 1 TO SERIES 2010-VFN INDENTURE SUPPLEMENT (Filed With SEC on July 20, 2011)

NAVISTAR INTERNATIONAL CORPORATION INCENTIVE STOCK OPTION AGREEMENTSUPPLEMENT (Filed With SEC on December 22, 2010)

NAVISTAR INTERNATIONAL CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENTSUPPLEMENT (Filed With SEC on December 22, 2010)

NAVISTAR INTERNATIONAL CORPORATION RESTORATION STOCK OPTION AGREEMENTSUPPLEMENT (Filed With SEC on December 22, 2010)

NAVISTAR INTERNATIONAL CORPORATION NON-EMPLOYEE DIRECTOR STOCK OPTIONAGREEMENT SUPPLEMENT (Filed With SEC on December 22, 2010)

Fiscal Year 2011 Annual Incentive Awards Plan Criteria (Filed With SEC on December 16, 2010)

2011 Long-Term Equity Grants (Filed With SEC on December 16, 2010)

NAVISTAR INTERNATIONAL CORPORATION FORM OF CASH SETTLEDPERFORMANCE-BASED STOCK UNIT AWARD NOTICE AND AGREEMENT 2004 PERFORMANCE INCENTIVE PLAN (Filed With SEC on December 16, 2010)

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT (Filed With SEC on September 8, 2010)

FIRST AMENDMENT (Filed With SEC on September 8, 2010)

SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT (Filed With SEC on August 5, 2010)

AMENDMENT NO. 9 TO THE POOLING AND SERVICING AGREEMENT (Filed With SEC on August 3, 2010)

NAVISTAR INTERNATIONAL CORPORATION 2004 PERFORMANCE INCENTIVE PLAN (AMENDED AND RESTATED AS OF APRIL 19, 2010 December 15, 2009) SECTION I ESTABLISHMENT OF THE PLAN (Filed With SEC on June 9, 2010)

Greg W. Elliott Senior VP, HR and Administration (Filed With SEC on December 21, 2009)

2010 Long-Term Incentive Equity Grants (Filed With SEC on December 21, 2009)

NAVISTAR INTERNATIONAL CORPORATION 2004PERFORMANCE INCENTIVE PLAN (AMENDED AND RESTATED AS OF DECEMBER 15JANUARY 9, 2009) SECTION I ESTABLISHMENT OF THE PLAN (Filed With SEC on December 18, 2009)

Fiscal Year 2010 Annual Incentive Plan Criteria (Filed With SEC on December 18, 2009)

AMENDED AND RESTATED EXECUTIVE SEVERANCEAGREEMENT (Filed With SEC on December 18, 2009)

$1,000,000,000 NAVISTAR INTERNATIONAL CORPORATION 8.25% Senior Notes due 2021 UNDERWRITING AGREEMENT (Filed With SEC on October 28, 2009)

$550,000,000 NAVISTAR INTERNATIONAL CORPORATION 3.00% Senior Subordinated Convertible Notes due 2014 UNDERWRITING AGREEMENT (Filed With SEC on October 28, 2009)

NAVISTAR INTERNATIONAL CORPORATION, as Issuer (Filed With SEC on October 28, 2009)

NAVISTAR INTERNATIONAL CORPORATION as Issuer THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee Indenture Dated as of October 28, 2009 (Filed With SEC on October 28, 2009)

(Signature Page to Side Letter Agreement of Base Call Option Transaction) (Filed With SEC on October 28, 2009)

JPMorgan Chase Bank, National Association (Filed With SEC on October 28, 2009)

(Signature Page to Side Letter Agreement of Base Warrant Transaction) (Filed With SEC on October 28, 2009)

Fiscal Year 2009 Annual Incentive Plan Criteria (Filed With SEC on December 30, 2008)

NAVISTAR EXECUTIVE STOCK OWNERSHIP PROGRAM ADOPTED AS OFFEBRUARY 17, 2004 (Filed With SEC on December 30, 2008)

NAVISTAR INTERNATIONAL CORPORATION PREMIUM SHARE UNIT (Filed With SEC on December 30, 2008)

NAVISTAR INTERNATIONAL CORPORATION Amended and Restated Executive Stock Ownership Program (Filed With SEC on December 30, 2008)

NAVISTAR NON-EMPLOYEE DIRECTORS DEFERRED FEE PLAN (Filed With SEC on December 30, 2008)

NAVISTAR INTERNATIONAL CORPORATION 2004 PERFORMANCE INCENTIVE PLAN (Filed With SEC on December 30, 2008)

2009 Long-Term Incentive Equity Grants (Filed With SEC on December 30, 2008)

FIRST AMENDMENT TO THE NAVISTAR, INC. SUPPLEMENTAL RETIREMENT ACCUMULATION PLAN (Filed With SEC on December 30, 2008)

2008 Emergence Long-Term Incentive Grant (Filed With SEC on June 27, 2008)

Indemnification Agreement (Filed With SEC on May 29, 2008)

Lead Director Retainer (Filed With SEC on May 29, 2008)

Annual Incentive Plan Criteria (Filed With SEC on December 14, 2007)

Form of Executive Severance Agreement (Filed With SEC on December 14, 2007)

NAVISTAR INTERNATIONAL CORPORATION and MELLON INVESTOR SERVICES LLC, Rights Agent Rights Agreement Dated as of July 23, 2007 (Filed With SEC on July 23, 2007)

Compensation Committee Resolutions Stock Options (Filed With SEC on June 22, 2007)

Board of Directors Resolutions Stock Options (Filed With SEC on June 22, 2007)

Compensation Committee Resolutions NAVISTAR 1994 PERFORMANCE INCENTIVE PLAN (Filed With SEC on April 20, 2007)

Board of Directors Resolutions NAVISTAR 1998 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN (Filed With SEC on April 20, 2007)

Credit Agreement (Filed With SEC on January 25, 2007)

Fiscal Year 2007 Cash-Based Long-Term Incentive Award Criteria (Filed With SEC on December 15, 2006)

Fiscal Year 2007 Annual Incentive Plan Criteria (Filed With SEC on October 24, 2006)

Fiscal Year 2007 Annual Incentive Plan Criteria (Filed With SEC on October 23, 2006)

FIRST SUPPLEMENT TO INDENTURE (Filed With SEC on August 11, 2006)

Second Supplemental to 4.75% Subordinated Exchangeable Notes Indenture (Filed With SEC on March 24, 2006)

FOURTH SUPPLEMENT TO 9 3/8% NOTES INDENTURE (Filed With SEC on March 8, 2006)

SECOND SUPPLEMENT TO 7 1/2% NOTES INDENTURE (Filed With SEC on March 8, 2006)

NAVISTAR NON-EMPLOYEE DIRECTORS' DEFERRED FEE PLAN (Amended and Restated as of January 1, 2005) SECTION 1 PURPOSE (Filed With SEC on December 16, 2005)

Fiscal Year 2006 Annual Incentive Plan Criteria (Filed With SEC on October 21, 2005)

AMENDED AND RESTATED PARENT GUARANTEE (Filed With SEC on September 9, 2005)

Irrevocable Trust Agreement Number F/00098 between Servicios Financieros Navistar, S.A. de C.V., Sociedad Financiera de Objeto Limitado as the Trustor and Banco J.P. Morgan S.A.,... (Filed With SEC on February 15, 2005)

NAVISTAR INTERNATIONAL CORPORATION INCENTIVE STOCK OPTION AWARD AGREEMENT NAVISTAR INTERNATIONAL CORPORATION 2004 PERFORMANCE INCENTIVE PLAN (Filed With SEC on February 15, 2005)

NAVISTAR INTERNATIONAL CORPORATION INCENTIVE STOCK OPTION AGREEMENT SUPPLEMENT (Filed With SEC on February 15, 2005)

NAVISTAR INTERNATIONAL CORPORATION NON-QUALIFIED STOCK OPTION AWARD AGREEMENT NAVISTAR INTERNATIONAL CORPORATION 2004 PERFORMANCE INCENTIVE PLAN (Filed With SEC on February 15, 2005)

NAVISTAR INTERNATIONAL CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT SUPPLEMENT (Filed With SEC on February 15, 2005)

NAVISTAR INTERNATIONAL CORPORATION RESTORATION STOCK OPTION AWARD AGREEMENT NAVISTAR INTERNATIONAL CORPORATION 2004 PERFORMANCE INCENTIVE PLAN (Filed With SEC on February 15, 2005)

NAVISTAR INTERNATIONAL CORPORATION RESTORATION STOCK OPTION AGREEMENT SUPPLEMENT (Filed With SEC on February 15, 2005)

NAVISTAR INTERNATIONAL CORPORATION NON-EMPLOYEE DIRECTOR STOCK OPTION AWARD AGREEMENT NAVISTAR INTERNATIONAL CORPORATION 2004 PERFORMANCE INCENTIVE PLAN (Filed With SEC on February 15, 2005)

NAVISTAR INTERNATIONAL CORPORATION NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT SUPPLEMENT (Filed With SEC on February 15, 2005)

NAVISTAR INTERNATIONAL CORPORATION RESTRICTED STOCK AWARD AGREEMENT NAVISTAR INTERNATIONAL CORPORATION 2004 PERFORMANCE INCENTIVE PLAN (Filed With SEC on February 15, 2005)

Premium Share Unit Certificate NAVISTAR EXECUTIVE STOCK OWNERSHIP PROGRAM Adopted As Of February 17, 2004 (Filed With SEC on February 15, 2005)

Deferred Share Unit Certificate NAVISTAR EXECUTIVE STOCK OWNERSHIP PROGRAM Adopted As Of February 17, 2004 (Filed With SEC on February 15, 2005)

Board of Directors Resolution Non-Employee Director Compensation (Filed With SEC on February 15, 2005)

NAVISTAR FINANCIAL CORPORATION AND NAVISTAR INTERNATIONAL CORPORATION 4.75% SUBORDINATED EXCHANGEABLE NOTES DUE 2009 FIRST SUPPLEMENT TO INDENTURE DATED AS OF JUNE 11, 2004 BNY... (Filed With SEC on September 10, 2004)

AMENDMENT NO. 1 TO THE NAVISTAR INTERNATIONAL CORPORATION 2004 PERFORMANCE INCENTIVE PLAN (Filed With SEC on June 9, 2004)

NAVISTAR INTERNATIONAL CORPORATION EXECUTIVE STOCK OWNERSHIP PROGRAM (Amended and restated as of February 17, 2004) (Filed With SEC on June 9, 2004)

Subsidiaries of the Registrant (Filed With SEC on December 19, 2003)

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NAVISTAR INTERNATIONAL CORP Contracts & Agreements