EXHIBIT 4.20
8% SENIOR SUBORDINATED NOTES DUE 2008
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SECOND SUPPLEMENT TO INDENTURE
DATED AS OF AUGUST 22, 2001
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NAVISTAR INTERNATIONAL CORPORATION,
AS ISSUER,
AND
BNY MIDWEST TRUST COMPANY,
AS TRUSTEE
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EXHIBIT 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 ▇▇▇▇▇▇ 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:
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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.
* * * *
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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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: Vice President and Treasurer
BNY MIDWEST TRUST COMPANY
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
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Name: ▇.▇. ▇▇▇▇▇▇▇
Its: Assistant Vice President
INTERNATIONAL TRUCK AND ENGINE
CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: Vice President and Treasurer
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