0001104659-04-016238 Sample Contracts

NAVISTAR INTERNATIONAL CORPORATION, as Issuer INTERNATIONAL TRUCK AND ENGINE CORPORATION, as Guarantor, AND BNY MIDWEST TRUST COMPANY, as Trustee
Indenture • June 4th, 2004 • Navistar International Corp • Motor vehicles & passenger car bodies • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of June 2, 2004, among Navistar International Corporation, a Delaware corporation (the “Company”), International Truck and Engine Corporation, a Delaware corporation (the “Guarantor”) and BNY Midwest Trust Company, an Illinois trust company, as trustee (the “Trustee”).

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NAVISTAR INTERNATIONAL CORPORATION 93/8% SENIOR NOTES DUE 2006
Navistar International Corp • June 4th, 2004 • Motor vehicles & passenger car bodies • New York

This Second Supplement to Indenture is dated as of June 2, 2004 (the “Second Supplement”), by and among Navistar International Corporation, a Delaware corporation (the “Company”), International Truck and Engine Corporation, a Delaware corporation (“ITEC”), as Guarantor, and BNY Midwest Trust Company, an Illinois banking corporation, as trustee (the “Trustee”). Capitalized terms used but not defined in this Second Supplement shall have the meanings ascribed to such terms in the Indenture (hereinafter defined).

NAVISTAR INTERNATIONAL CORPORATION 7-1/2% Senior Notes due 2011
Navistar International Corp • June 4th, 2004 • Motor vehicles & passenger car bodies • New York

Navistar International Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $250,000,000 aggregate principal amount of its 7-1/2% Senior Notes due 2011 (the “Securities”). The Securities will be issued pursuant to a supplemental indenture, to be dated as of June 2, 2004 (the “Supplemental Indenture”), among the Company, International Truck and Engine Corporation, as guarantor (the “Guarantor”) and BNY Midwest Trust Company, as trustee (the “Trustee”), to the base indenture, to be dated as of June 2, 2004, among the Company, the Guarantor and the Trustee and substantially in the form of Exhibit 4.3 to the registration statement on Form S-3 (File No. 333-112966) filed by the Company and the Guarantor (the “Base Indenture,” as supplemented and amended by the Supplemental Indenture, the “Indenture”). These Securities wi

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