0001193125-07-073074 Sample Contracts

AMENDED AND RESTATED MASTER INTERCOMPANY AGREEMENT AS OF APRIL 1, 2007
Master Intercompany • April 3rd, 2007 • Navistar Financial Corp • Miscellaneous business credit institution • Illinois

This amended and restated agreement is made by and between Navistar Financial Corporation (as defined below, together with its permitted successors and assigns, collectively, “NFC”), and International Truck and Engine Corporation, and its related manufacturing subsidiaries and affiliates (together with its permitted successors and assigns, collectively, “ITEC”) as of April 1, 2007 (the “Agreement”).

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FIRST AMENDMENT
Navistar Financial Corp • April 3rd, 2007 • Miscellaneous business credit institution • New York

FIRST AMENDMENT, dated as of March 28, 2007 (collectively with each of the Acknowledgement and Consents by the Required Lenders (which are incorporated by reference herein) hereto, the “Amendment”), to the Amended and Restated Credit Agreement, dated as of July 1, 2005 (as modified prior to the date hereof, the “Existing Credit Agreement”), among Navistar Financial Corporation (the “Company” or “US Borrower”), a Delaware corporation, Arrendadora Financiera Navistar, S.A. de C.V., Organización Auxiliar del Crédito, a Mexican corporation, Servicios Financieros Navistar, S.A. de C.V., Sociedad Financiera de Objeto Limitado, a Mexican corporation, Navistar Comercial, S.A. de C.V., a Mexican corporation, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., as Syndication Agent, and The Bank of Nova Scotia, as Documentation Agent.

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