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Exhibit 10

NAVISTAR FINANCIAL CORPORATION
AND SUBSIDIARIES

MATERIAL CONTRACTS

The following documents of Navistar Financial Corporation (“the Corporation”) are incorporated herein by reference:

10.01  
Master Inter-company Agreement dated as of April 26, 1993, between the Corporation and International.  Filed on the Corporation’s Form 8-K on April 30, 1993.  Commission File No.  001-04146.

10.02  
First Amendment to the Master Inter-company Agreement dated as of September 30, 1996, between the Corporation and International.  Filed as Exhibit 10.60 to the Corporation's Form 10-Q on September 10, 2004.  Commission File No. 001-04146.

10.03  
Second Amendment to the Master Inter-company Agreement dated as of August 16, 2000, between the Corporation and International.  Filed as Exhibit 10.61 to the Corporation's Form 10-Q on September 10, 2004.  Commission File No. 001-04146.

10.04  
Third Amendment to the Master Inter-company Agreement dated as of March 2002, between the Corporation and International.  Filed as Exhibit 10.62 to the Corporation's Form 10-Q on September 10, 2004.  Commission File No. 001-04146.

10.05  
Fourth Amendment to the Master Inter-company Agreement dated as of February 17, 2004, between the Corporation and International.  Filed as Exhibit 3.1 to the Corporation’s Form 10-Q on March 8, 2004.  Commission File No.  001-04146.

10.06  
Amended and Restated Master Intercompany Agreement, dated April 1, 2007, between the Corporation and International. Filed as Exhibit 10.2 to the Corporation’s Form 8-K on April 3, 2007. Commission File No. 001-04146.

10.07  
Amended and Restated Credit Agreement dated as of July 1, 2005 between the Corporation, Arrendadora Financiera Navistar, S.A. de C. V., Servicios Financieros Navistar, S.A. de C.V., and Navistar Comerical, S.A. de C.V., as Borrowers, and 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, J.P. Morgan Securities Inc. and Banc of America Securities, LLC, as Joint Book Managers and Joint Lead Arrangers, with respect to $1,200,000,000 Revolving Credit and Competitive Advance Facility.  Filed as Exhibit 10.01 to the Corporation’s Form 8-K on September 1, 2005.  Commission File No. 001-04146.

10.08  
Amended and Restated Security, Pledge and Trust Agreement dated as of July 1, 2005, between the Corporation and Deutsche Bank Trust Company Americas, as Trustee, pursuant to the terms of the Credit agreement.  Filed as Exhibit 10.02 to the Corporation’s Form 8-K on September 1, 2005.   Commission File No. 001-04146.

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10.09  
Pooling and Servicing Agreement dated as of June 8, 1995, among the Corporation, as Servicer, Navistar Financial Securities Corporation, as Seller, Chemical Bank, as 1990 Trust Trustee, and The Bank of New York, as Master Trust Trustee.  Filed as Exhibit 4.1 to Navistar Financial Securities Corporation’s Form 8-K on December 12, 2003.  Commission File No. 033-87374.

10.10  
Fourth Amendment to the Pooling and Servicing Agreement dated as of June 2, 2000, among the Corporation, as Servicer, Navistar Financial Securities Corporation, as Seller, and The Bank of New York, as Master Trust Trustee.  Filed as Exhibit 4.7 to Navistar Financial Securities Corporation’s Form S-3/A dated June 12, 2000.  Commission File No. 333-32960.

10.11  
Fifth Amendment to the Pooling and Servicing Agreement dated as of July 13, 2000, among the Corporation, as Servicer, Navistar Financial Securities Corporation, as Seller, and The Bank of New York, as Master Trust Trustee.  Filed as Exhibit 4.2 to Navistar Financial Dealer Note Master Trust’s Form 8-K on July 14, 2000.  Commission File No. 033-36767-03.

10.12  
Sixth Amendment to the Pooling and Servicing Agreement dated as of October 31, 2003, among the Corporation, as Servicer, Navistar Financial Securities Corporation, as Seller, and The Bank of New York, as Master Trust Trustee.  Filed as Exhibit 4.7 to Navistar Financial Dealer Note Master Owner Trust’s Form S-3/A dated December 23, 2003.  Commission File No. 333-104639-01.

10.13  
Seventh Amendment to the Pooling and Servicing Agreement dated as of June 10, 2004, among the Corporation, as Servicer, Navistar Financial Securities Corporation, as Seller, and The Bank of New York, as Master Trust Trustee.  Filed as Exhibit 4.6 to Navistar Financial Dealer Note Master Owner Trust’s Form 8-K on June 14, 2004.  Commission File No. 333-104639-01.

10.14  
Series 1998-1 Supplement to the Pooling and Servicing Agreement dated as of July 17, 1998, among the Corporation, as Servicer, Navistar Financial Securities Corporation, as Seller, and the Bank of New York, as Master Trust Trustee on behalf of the Series 1998-1 Certificateholders.  Filed as Exhibit 4.1 to Navistar Financial Securities Corporation’s Form 8-K on December 4, 2003.  Commission File No. 033-87374.

10.15  
Series 2000-VFC Supplement to the Pooling and Servicing Agreement, dated as of January 28, 2000, among the Corporation, as Servicer, Navistar Financial Securities Corporation, as Seller, and the Bank of New York, as Master Trust Trustee on behalf of the Series 2000-VFC Certificateholders. Filed as Exhibit 10.71 to the Corporation's Form 10-Q on April 19, 2005.  Commission File No. 001-04146.

10.16  
Amendment No. 1 to the Series 2000-VFC Supplement to the Pooling and Servicing Agreement, dated as of January 22, 2003, by and among the Corporation, as Servicer, Navistar Financial Securities Corporation, as Seller, and the Bank of New York, as Master Trust Trustee. Filed as Exhibit 10.72 to the Corporation's Form 10-Q on April 19, 2005.  Commission File No. 001-04146.

10.17  
Certificate Purchase Agreement, dated as of January 28, 2000, among the Corporation, as Servicer, Navistar Financial Securities Corporation, as Seller, Receivables Capital Corporation, as the Conduit Purchaser, Bank of America, National Association, as Administrative Agent for the Purchasers, and as a Committed Purchaser. Filed as Exhibit 1.1 to Navistar Financial Securities Corporation’s Form 8-K on February 24, 2000. Commission File No. 033-87374.

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10.18  
Amended and Restated Certificate Purchase Agreement, dated as of December 27, 2004, among Corporation, as Servicer, Navistar Financial Securities Corporation, as Seller, Kitty Hawk Funding Corporation, as a Conduit Purchaser, Liberty Street Funding Corp., as a Conduit Purchaser, Bank of America, National Association, as Administrative Agent for the Purchasers, a Managing Agent, and as a Committed Purchaser and the Bank of Nova Scotia, as a Committed Purchaser and as a Managing Agent. Filed as Exhibit 10.73 to the Corporation's Form 10-Q on April 19, 2005.  Commission File No. 001-04146.

10.19  
Series 2000-1 Supplement to the Pooling and Servicing Agreement dated as of July 13, 2000, among Navistar Financial Corporation, as Servicer, Navistar Financial Securities Corporation, as Seller, and the Bank of New York, as Master Trust Trustee on behalf of the Series 2000-1 Certificateholders.  Filed as Exhibit 4.1 to Navistar Financial Securities Corporation’s Form 8-K on July 14, 2000.  Commission File No. 033-87374.

10.20  
Series 2003-1 Supplement to the Pooling and Servicing Agreement, dated as of July 13, 2003, among the Corporation, as Servicer, Navistar Financial Securities Corporation, as Seller, and the Bank of New York, as Master Trust Trustee on behalf of the Series 2003-1 Certificateholders.  Filed as Exhibit 4.1 to Navistar Financial Securities Corporation’s Form 8-K on July 11, 2003.  Commission File No. 033-87374.

10.21  
Series 2004-1 Supplement to the Pooling and Servicing Agreement, dated as of June 10, 2004, among the Corporation, as Servicer, Navistar Financial Securities Corporation, as Seller, and the Bank of New York, as Master Trust Trustee on behalf of the Series 2004-1 Certificateholders.  Filed as Exhibit 4.1 to Navistar Financial Dealer Note Master Owner Trust’s Form 8-K on June 14, 2004.  Commission File No. 333-104639-01.

10.22  
Master Owner Trust Agreement dated as of June 10, 2004, between Navistar Financial Securities Corporation, as Seller and Chase Manhattan Bank USA, N.A. as Master Owner Trust Trustee.  Filed as Exhibit 4.11 to Navistar Financial Dealer Note Master Owner Trust’s Form 8-K on June 14, 2004.  Commission File No. 333-104639-01.

10.23  
Indenture, dated as of June 10, 2004, between Navistar Financial Dealer Note Master Owner Trust, as Issuer, and The Bank of New York, as Indenture Trustee.  Filed as Exhibit 4.2 to Navistar Financial Dealer Note Master Owner Trust’s Form 8-K on June 14, 2004.  Commission File No. 333-104639-01.

10.24  
Series 2004-1 Indenture Supplement dated as of June 10, 2004, between Navistar Financial Dealer Note Master Owner Trust, as Issuer, and The Bank of New York, as Indenture Trustee.  Filed as Exhibit 4.3 to Navistar Financial Dealer Note Master Owner Trust’s Form 8-K on June 14, 2004.  Commission File No. 333-104639-01.

10.25  
Series 2005-1 Indenture Supplement to the Indenture, dated as of February 28, 2005, between Navistar Financial Dealer Note Master Owner Trust, as Issuer, and The Bank of New York, as Indenture Trustee.  Filed as Exhibit 4.1 to Navistar Financial Dealer Note Master Owner Trust’s Form 8-K on February 28, 2005.  Commission File No. 333-104639-01.

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10.26  
Receivables Purchase Agreement dated as of October 16, 2000, between Truck Retail Installment Paper Corp. and the Corporation.  Filed as Exhibit 10.02 to the Corporation's Form 10-Q on March 15, 2001.  Commission File No. 001-04146.

10.27  
Servicing Agreement dated as of October 16, 2000, between the Corporation, as Servicer, and Navistar Leasing Company, Harco Leasing Company, Inc., Truck Retail Installment Paper Corp., The Bank of New York as Collateral Agent, and Bank One National Association, as Portfolio Trustee.  Filed as Exhibit 10.01 to the Corporation's Form 10-Q on March 15, 2001.  Commission File No. 001-04146.

10.28  
Indenture Agreement dated as of October 16, 2000, between Truck Retail Installment Paper Corp., as Issuer, and The Bank of New York, as Indenture Trustee.  Filed as Exhibit 10.03 to the Corporation's Form 10-Q on March 15, 2001.  Commission File No. 001-04146

10.29  
Series 2005-1 Supplement dated as of June 29, 2005, to the Indenture also dated October 16, 2000 between Truck Retail Installment Paper Corp., as Issuer, and The Bank of New York, as Indenture Trustee.  Filed as Exhibit 10.03 to the Corporation’s Form 8-K on September 1, 2005.   Commission File No. 001-04146.

10.30  
Supplement No. 1, dated as of July 24, 2001, to Indenture agreement dated October 16, 2000, among Truck Retail Installment Paper Corp., as Issuer, and The Bank of New York, as Indenture Trustee, to amend the Indenture to (i) revise the definition of "Series 2000-1 Loss Reserve Specified Balance", and (ii) revise the Amortization Events. Filed as Exhibit 10 to the Corporation’s Form 8-K on August 6, 2001.  Commission File No. 001-04146.

10.31  
Supplement No. 2, dated as of July 31, 2002, to Indenture agreement dated October 16, 2000, among Truck Retail Installment Paper Corp., as Issuer, and The Bank of New York, as Indenture Trustee, to amend the Indenture to (i) revise the definition of “Series 2000-1 Loss Reserve Specified Balance,” (ii) revise the definition of “Reserve Account Trigger Event.”, and (iii) revise the definition of “Receivable Sale Closing Conditions.”  Filed on the Corporation’s Form 8-K on November 27, 2002.  Commission File No. 001-04146.

10.32  
Receivables Purchase Agreement dated as of November 21, 2000, among Truck Engine Receivables Financing Co., as Buyer and the Corporation, as Seller and as Servicer.  Filed as Exhibit 10.66 to the Corporation's Form 10-Q on September 10, 2004.  Commission File No. 001-04146.

10.33  
Trust Sale and Servicing Agreement dated as of November 21, 2000, among the Corporation, as Servicer, Truck Engine Receivables Financing Co., as Seller, and Truck Engine Receivables Master Trust, as Trust.  Filed as Exhibit 10.65 to the Corporation's Form 10-Q on September 10, 2004.  Commission File No. 001-04146.

10.34  
Indenture, dated as of November 21, 2000, between Truck Engine Receivables Master Trust and The Bank of New York, as Indenture Trustee.  Filed as Exhibit 10.63 to the Corporation's Form 10-Q on September 10, 2004.  Commission File No. 001-04146.

10.35  
Series 2000-1 Indenture Supplement dated as of November 21, 2000, among Truck Engine Receivables Master Trust, as Issuer, and The Bank of New York, as Indenture Trustee.  Filed as Exhibit 10.67 to the Corporation's Form 10-Q on September 10, 2004.  Commission File No. 001-04146.

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10.36  
Trust Agreement dated as of November 21, 2000, between Truck Engine Receivables Financing Co., as Transferor, and Chase Manhattan Bank USA, National Association, as Owner Trustee.  Filed as Exhibit 10.64 to the Corporation's Form 10-Q on September 10, 2004.  Commission File No. 001-04146.

10.37  
Purchase Agreement dated as of April 30, 2002, between the Corporation and Navistar Financial Retail Receivables Corporation, with respect to Navistar Financial 2002-A Owner Trust.  Filed as Exhibit 99.1 to Navistar Financial Retail Receivables Corporation’s Form 8-K on May 3, 2002.  Commission File No. 033-50291.

10.38  
Pooling and Servicing Agreement dated as of April 30, 2002, among the Corporation, as Servicer, Navistar Financial Retail Receivables Corporation, as Seller, and Chase Manhattan Bank USA, N.A. as Owner Trustee.  Filed as Exhibit 4.1 to Navistar Financial Retail Receivables Corporation’s Form 8-K on May 3, 2002.  Commission File No. 033-50291.

10.39  
Trust Agreement dated as of April 30, 2002, between Navistar Financial Retail Receivables Corporation, as Seller, and Chase Manhattan Bank USA, National Association, as Owner Trustee, with respect to Navistar Financial 2002-A Owner Trust.  Filed as Exhibit 4.3 to Navistar Financial Retail Receivables Corporation’s Form 8-K on May 3, 2002.  Commission File No. 033-50291.

10.40  
Indenture dated as of April 30, 2002, between Chase Manhattan Bank USA, N.A. as Owner Trustee and The Bank of New York, as Indenture Trustee, with respect to Navistar Financial 2002-A Owner Trust.  Filed as Exhibit 4.2 to Navistar Financial Retail Receivables Corporation’s Form 8-K on May 3, 2002.  Commission File No. 033-50291.

10.41  
Purchase Agreement dated as of November 19, 2002, between the Corporation and Navistar Financial Retail Receivables Corporation, with respect to Navistar Financial 2002-B Owner Trust,.  Filed as Exhibit 99.1 to Navistar Financial Retail Receivables Corporation’s Form 8-K on November 25, 2002.  Commission File No. 033-50291.

10.42  
Pooling Agreement dated as of November 19, 2002, among Navistar Financial Retail Receivables Corporation, as Seller, and Navistar Financial 2002-B Owner Trust, as Issuer.  Filed as Exhibit 4.1 to Navistar Financial Retail Receivables Corporation’s Form 8-K on November 25, 2002.  Commission File No. 033-50291.

10.43  
Servicing Agreement dated as of November 19, 2002, between the Corporation, as Servicer, Navistar Leasing Company, Harco Leasing Company, Inc., Navistar Financial Retail Receivables Corporation, The Bank of New York as Collateral Agent and as Indenture Trustee, Bank One National Association, as Portfolio Trustee, and Navistar Financial 2002-B Owner Trust, as Issuer.  Filed as Exhibit 99.3 to Navistar Financial Retail Receivables Corporation’s Form 8-K on November 25, 2002.  Commission File No. 033-50291.

10.44  
Trust Agreement dated as of November 19, 2002, between Navistar Financial Retail Receivables Corporation, as Seller, and Chase Manhattan Bank USA, National Association, as Owner Trustee, with respect to Navistar Financial 2002-B Owner Trust.  Filed as Exhibit 4.3 to Navistar Financial Retail Receivables Corporation’s Form 8-K on November 25, 2002.  Commission File No. 033-50291.

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10.45  
Indenture d

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