8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 2, 2006

NAVISTAR INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-9618	36-3359573
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

4201 Winfield Road, P.O. Box 1488, Warrenville, Illinois	60555
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code (630) 753-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[_] Written communications pursuant to Rule 425 under the Securities Act

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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ITEM 2.03CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

On March 7, 2006, Navistar International Corporation (the “company”) borrowed an aggregate principal amount of $545,187,647 under its new 3-year senior unsecured term loan facility in the aggregate principal amount of $1,500,000,000 (the "loan facility"). The loan facility was arranged by Credit Suisse and included Banc of America Securities, Banc of America Bridge, Citigroup Corporate and Investment Banking and J.P. Morgan Chase Bank. The loan facility is guarantied by International Truck and Engine Corporation, the principal operating subsidiary of the company.

This borrowing under the loan facility accrues interest at a rate equal to an adjusted LIBOR rate plus a spread. The spread, which is based on the company’s credit ratings in effect from time to time, ranges from 475 basis points to 725 basis points and will increase by an additional 50 basis points at the end of the twelve-month period following the date of the first borrowing and by an additional 25 basis points at the end of each subsequent six-month period and is subject to further increases under certain other circumstances.

The proceeds of this borrowing were used to repurchase $275.654 million of the company’s outstanding $393 million 9.375% senior notes due 2006 and $234.374 million of the company’s outstanding $250 million 7.5% senior notes due 2011 pursuant to the company's previously announced consent solicitations and tender offers for its senior notes, to repurchase $7.175 million of the 9.375% senior notes due 2006 held by an affiliate of the company and to pay certain fees incurred in connection with the loan facility and the repurchase of such senior notes.

ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS

On March 7, 2006, Navistar International Corporation (the “company”) executed supplemental indentures (collectively, the “supplemental indentures”) relating to its 9.375% senior notes due 2006 and 7.5% senior notes due 2011 (collectively, the “senior notes”). The supplemental indentures, among other things, waived any and all defaults and events of default existing under the senior notes indentures, eliminated substantially all of the material restrictive covenants, specified affirmative covenants and certain events of default and related provisions in the senior notes indentures and rescinded any and all prior notices of default and/or acceleration delivered to the company pursuant to the senior notes indentures.

ITEM 8.01. OTHER EVENTS

On March 2, 2006, Navistar Financial Corporation (“NFC”), the captive finance subsidiary of Navistar International Corporation (the “company”), received a Second Waiver and Consent (the “Waiver”) from the participants in its $1.2 billion Amended and Restated Credit Agreement dated as of July 1, 2005. The Waiver was designed to provide additional surety around NFC’s capital structure. This Waiver extends through January 31, 2007, the previous waiver which covered a default or event of default created by NFC’s and the company’s failure to meet the

filing requirements of Sections 13 and 15 of the Exchange Act of 1934, as amended, when the Annual Report on Form 10-K for 2005 was not filed with the Securities and Exchange Commission (the “SEC”).

The Waiver also covers a default related to the right, if any, of the holders of the company’s long-term debt to accelerate payment of such debt because of the late filing of required SEC reports. In the event that the holders of any series of the company’s long-term debt files a valid notice of acceleration, the waiver provides five business days for the company to pay such accelerated indebtedness. The waiver of default with respect to the right to accelerate or notice of acceleration is predicated on the company having funds available to it under its $1.5 billion senior unsecured term loan facility mentioned above. The Waiver expires the earlier of (i) January 31, 2007 or (ii) the date on which NFC and the company shall have timely filed a report on Form 10-K or 10-Q after March 2, 2006.

In addition, on March 7, 2006, the company issued a press release, which is attached as Exhibit 99.1 to this Report and incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

The following Exhibits are deemed to be filed under the Securities Exchange Act of 1934, as amended.

(d)	Exhibits
	Exhibit No.	Description	Page
	4.38	Fourth Supplement, dated as of March 6, 2006, to Indenture by and among Navistar International Corporation, International       Truck and Engine Corporation and BNY Midwest Trust Company, as Trustee, for 9 3/8% Senior Notes due 2006 for $400,000,000.	E-1
	4.39	Second Supplement, dated as of March 6, 2006, to Indenture by and among Navistar International Corporation, International Truck and Engine Corporation and BNY Midwest Trust Company, as Trustee, for 7 1/2% Senior Notes due 2011 for $250,000,000.	E-2
	99.1	Press Release dated March 7, 2006	E-3

Forward-looking information

Information provided and statements made that are not purely historical are forward -looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements only speak as of the date of this report and we assume no obligation to update the information included in this report, whether as a result of new information, future events or otherwise. Such forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These statements are not guarantees of performance or results and they involve risks, uncertainties and assumptions which could have a material adverse effect on the company’s liquidity position and financial condition.Although we believe that these forward-looking statements are based on reasonable assumptions, there are many other factors that could cause actual results to differ materially from those in the forward-looking statements. For a further description of these and other factors, see Exhibit 99.1 to our Form 10-K for the fiscal year ended October 31, 2004.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NAVISTAR INTERNATIONAL CORPORATION

Registrant

Date: March 8, 2006	/s/Robert C. Lannert
	Robert C. Lannert Vice Chairman and Chief Financial Officer

EX-4.38

FOURTH SUPPLEMENT TO 9 3/8% NOTES INDENTURE

This Fourth Supplement to Indenture (the “Fourth Supplement”) is dated as of March 6, 2006 by and among 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 trust company (the “Trustee”), with respect to the Company’s 9 ?% Senior Notes due 2006 (the “Notes”). Capitalized terms used but not otherwise defined in this Fourth 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 of May 31, 2001, and as amended by the First Supplement to Indenture, dated as of August 22, 2001, the Second Supplement to Indenture, dated as of June 2, 2004, and the Third Supplement to Indenture, dated as of September 8, 2005, 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, the Company desires to amend and waive certain provisions of the Indenture as set forth in Article I hereof;

WHEREAS, the Holders of at least a majority in aggregate principal amount of Notes outstanding have consented to the amendments and waivers effected by this Fourth Supplement;

WHEREAS, pursuant to Section 9.2 of the Indenture, the Trustee is authorized to execute and deliver this Fourth 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:

ARTICLE I

INDENTURE AMENDMENTS AND WAIVERS

Section 1.01Amendments to Articles Three, Four, Five and Six. Upon written notification to the Trustee by the Company that it has accepted for purchase and payment (the “Acceptance Date”) pursuant to the offers to purchase all of the Notes validly tendered on or before 5:00 p.m., New York City time, on March 2, 2006 pursuant to this Offer to Purchase and Consent Solicitation Statement, dated as of February 21, 2006, and any amendments, modifications or supplements thereto, then automatically (without further act by any person) with respect to the Notes:

(a)Each of the following Sections of the Indenture are deleted in their entirety: Section 3.4 (Money for Securities Payments to be Held in Trust; Unclaimed Money); Section 3.5 (Corporate Existence); Section 3.8 (Books of Record and Account); Section 3.9 (Limitation on Liens); Section 3.10 (Limitation on Incurrence of Indebtedness); Section 3.11 (Limitation on Preferred Stock of Restricted Subsidiaries); Section 3.12 (Limitation on Restricted Payments);

Section 3.13 (Limitation on Certain Asset Dispositions); Section 3.14 (Limitation on Sale/Leaseback Transactions); Section 3.15 (Limitation on Payment Restrictions Affecting Restricted Subsidiaries); Section 3.16 (Limitation on Transactions with Affiliates); Section 3.17 (Limitation on Guarantees by Restricted Subsidiaries); Section 4.1 (Consolidation, Merger or Sale of Assets Permitted); and Section 5.9 (Offer to Repurchase Upon a Change of Control);

(b)Section 3.6 (Reports by the Company) and Section 3.7 (Annual Review Certificate; Notice of Defaults or Events of Default) of the Indenture are deleted in their entirety and replaced with the following: “The Company shall comply with Section 314 of the TIA.”

(c)Each of the following subsections of Section 6.1 (Events of Default) of the Indenture are deleted in their entirety: Section 6.1(c), (d), (e), (f), (g) and (h);

(d)failure to comply with the terms of any of the foregoing sections of the Indenture shall no longer constitute a default or an Event of Default under the Indenture and shall no longer have any other consequence under the Indenture;

(e)the occurrence of the events described in Sections 6.1(c), (d), (e), (f), (g) and (h) shall no longer constitute Events of Default; and

(f)all definitions set forth in Section 1.1 of the Indenture that relate to defined terms used solely in covenants or sections deleted hereby are deleted in their entirety.

Section 1.02Waivers. The Trustee acknowledges that Holders representing at least a majority in aggregate principal amount of the outstanding Notes have: (i) waived any and all Defaults or Events of Default that have arisen under the Indenture at any time prior to the effective time of this Section 1.02, including, but not limited to, any Default or Event of Default that may exist as a result of: (a) a failure by the Company to comply Section 3.6 of the Indenture at any time prior to the effective time of this Section 1.02, (b) a failure by the Company to provide the Trustee with any notice of Default or Event of Default required by Section 3.7 of the Indenture, and (c) any acceleration of any Indebtedness or other event constituting a Default or Event of Default under Section 6.1(e) of the Indenture; (ii) agreed to rescind any notice of Default provided to the Company at any time prior to the effective time of this Section 1.02; and (iii) agreed to rescind any notice of acceleration of the Notes that has been received by the Company at any time prior to the effective time of this Section 1.02. Based on the foregoing, the undersigned trustee hereby revokes any and all notices of Default and/or acceleration delivered by the undersigned trustee to the Company prior to the effective time of this Section 1.02. This Section 1.02 shall be effective as of the Acceptance Date.

ARTICLE II

MISCELLANEOUS PROVISIONS

Section 2.01Instruments to be Read Together. This Fourth Supplement is an indenture supplement to and in implementation of the Indenture, and said Indenture and this Fourth Supplement shall henceforth be read together.

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Section 2.02Confirmation. The Indenture, as amended and supplemented by this Fourth Supplement, is in all respects confirmed and preserved.

Section 2.03Counterparts. This Fourth 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 2.04Effectiveness. This Fourth Supplement shall become effective immediately upon its execution in accordance with the provisions of Article IX of the Indenture.

Section 2.05GOVERNING LAW. THIS FOURTH 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 FOURTH SUPPLEMENT.

Section 2.06Disclaimer of Trustee’s Responsibility. In executing this Fourth Supplement, the Trustee shall be entitled to all the rights, benefits, indemnities, privileges and immunities afforded to the Trustee under the terms and conditions of the Indenture. The recitals and statements herein are deemed to be those of the Company and not of the Trustee. The Trustee makes no representations as to the validity or sufficiency of this Fourth Supplement.

Section 2.07Trust Indenture Act Controls. If any provision of this Fourth Supplement limits, qualifies or conflicts with another provision that is required to be included in the Fourth Supplement or Indenture by the Trust Indenture Act, the required provision shall control.

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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplement to Indenture to be duly executed as of the day and year first written above.

NAVISTAR INTERNATIONAL CORPORATION
By:	/s/ T. M. Endsley___________________

Name: T.M. Endsley

Title: Vice President and Treasurer

INTERNATIONAL TRUCK AND ENGINE CORPORATION

By: /s/ T. M. Endsley___________________

                Name: T.M. Endsley

                Title: Vice President and Treasurer

BNY Midwest Trust Company

By: /s/ D.G. Donovan____________________

               Name: D. G Donovan

               Title: Vice President

EX-4.39

SECOND SUPPLEMENT TO 7 1/2% NOTES INDENTURE

This Second Supplement to Indenture (the “Second Supplement”) is dated as of March 6, 2006 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 trust company (the “Trustee”), with respect to the Company’s 7¹/₂ % Senior Notes due 2011 (the “Notes”). 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 of June 2, 2004, and as amended and supplemented by the First Supplemental Indenture, dated as of June 2, 2004, 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, the Company desires to amend and waive certain provisions of the Indenture as set forth in Article I hereof;

WHEREAS, the Holders of at least a majority in aggregate principal amount of Notes outstanding have consented to the amendments and waivers effected by this Second Supplement;

WHEREAS, pursuant to Section 9.2 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:

ARTICLE I

INDENTURE AMENDMENTS AND WAIVERS

Section 1.01Amendments to Articles Four, Five and Six. Upon written notification to the Trustee by the Company that it has accepted for purchase and payment (the “Acceptance Date”) pursuant to the offers to purchase all of the notes validly tendered on or before 5:00 p.m., New York City time, on March 2, 2006 pursuant to this Offer to Purchase and Consent Solicitation Statement, dated as of February 21, 2006, and any amendments, modifications or supplements thereto, then automatically (without further act by any person) with respect to the Notes:

(a)Each of the following Sections of the Indenture are deleted in their entirety: Section 3.4 (Money for Securities Payments to be Held in Trust; Unclaimed Money); Section 3.5 (Corporate Existence); Section 3.8 (Books of Record and Account); Section 3.9 (Limitation on Liens); Section 3.10 (Limitation on Incurrence of Indebtedness); Section 3.11 (Limitation on Preferred Stock of Restricted Subsidiaries); Section 3.12 (Limitation on Restricted Payments); Section 3.13 (Limitation on Certain Asset Dispositions); Section 3.14 (Limitation on

Sale/Leaseback Transactions); Section 3.15 (Limitation on Payment Restrictions Affecting Restricted Subsidiaries); Section 3.16 (Limitation on Transactions with Affiliates); Section 3.17 (Limitation on Guarantees by Restricted Subsidiaries); Section 4.1 (Consolidation, Merger or Sale of Assets Permitted); and Section 5.9 (Offer to Repurchase Upon a Change of Control);

(b)Section 3.6 (Reports by the Company) and Section 3.7 (Annual Review Certificate; Notice of Defaults or Events of Default) of the Indenture are deleted in their entirety and replaced with the following: “The Company shall comply with Section 314 of the TIA.”

(c)Each of the following subsections of Section 6.1 (Events of Default) of the Indenture are deleted in their entirety: Section 6.1(c), (d), (e), (f), (g) and (h);

(d)failure to comply with the terms of any of the foregoing sections of the Indenture shall no longer constitute a default or an Event of Default under the Indenture and shall no longer have any other consequence under the Indenture;

(e)the occurrence of the events described in Sections 6.1(c), (d), (e), (f), (g) and (h) shall no longer constitute Events of Default; and

(f)all definitions set forth in Section 1.1 of the Indenture that relate to defined terms used solely in covenants or sections deleted hereby are deleted in their entirety.

Section 1.02Waivers. The Trustee acknowledges that Holders representing at least a majority in aggregate principal amount of the outstanding Notes have: (i) waived any and all Defaults or Events of Default that have arisen under the Indenture at any time prior to the effective time of this Section 1.02, including, but not limited to, any Default or Event of Default that may exist as a result of: (a) a failure by the Company to comply Section 3.6 of the Indenture at any time prior to the effective time of this Section 1.02, (b) a failure by the Company to provide the Trustee with any notice of Default or Event of Default required by Section 3.7 of the Indenture, and (c) an acceleration of any Indebtedness or other event constituting a Default or Event of Default under Section 6.1(e) of the Indenture; (ii) agreed to rescind any notice of Default provided to the Company at any time prior to the effective time of this Section 1.02; and (iii) agreed to rescind any notice of acceleration of the Notes that has been received by the Company at any time prior to the effective time of this Section 1.02. Based on the foregoing, the undersigned trustee hereby revokes any and all notices of Default and/or acceleration delivered by the undersigned trustee to the Company prior to the effective time of this Section 1.02. This Section 1.02 shall be effective as of the Acceptance Date.

ARTICLE II

MISCELLANEOUS PROVISIONS

Section 2.01Instruments to be Read Together. This Second Supplement is an indenture supplement to and in implementation of the Indenture, and said Indenture and this Third Supplement shall henceforth be read together.

Section 2.02Confirmation. The Indenture, as amended and supplemented by this Second Supplement, is in all respects confirmed and preserved.

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Section 2.03Counterparts. 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 2.04Effectiveness. This Second Supplement shall become effective immediately upon its execution in accordance with the provisions of Article IX of the Indenture.

Section 2.05GOVERNING 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 2.06Disclaimer of Trustee’s Responsibility. In executing this Second Supplement, the Trustee shall be entitled to all the rights, benefits, indemnities, privileges and immunities afforded to the Trustee under the terms and conditions of the Indenture. The recitals and statements herein are deemed to be those of the Company and not of the Trustee. The Trustee makes no representations as to the validity or sufficiency of this Second Supplement.

Section 2.07Trust Indenture Act Controls. If any provision of this Second Supplement limits, qualifies or conflicts with another provision that is required to be included in the Second Supplement or Indenture by the Trust Indenture Act, the required provision shall control.

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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplement to Indenture to be duly executed as of the day and year first written above.

NAVISTAR INTERNATIONAL CORPORATION
By:	/s/ T. M. Endsley___________________

Name: T.M. Endsley

Title: Vice President and Treasurer

INTERNATIONAL TRUCK AND ENGINE CORPORATION

By: /s/ T. M. Endsley___________________

                      Name: T.M. Endsley

                     Title: Vice President and Treasurer

BNY Midwest Trust Company

By: /s/ D.G. Donovan____________________

                     Name: D. G Donovan

                     Title: Vice President

EX-99.1

 

NAVISTAR INTERNATIONAL CORPORATION

4201 WINFIELD ROAD, P. O. BOX 1488, WARRENVILLE, IL 60555

	Media Contact:		Roy Wiley		630-753-2627
Investor Contact:		Heather Kos		630-753-2406
Web site:		www.nav-international.com

NAVISTAR ANNOUNCES THE REPURCHASE OF ITS TENDERED SENIOR NOTES

WARRENVILLE, Ill.–March 7, 2006–Navistar International Corporation (NYSE: NAV) announced today that it has accepted and paid for an aggregate principal amount of $275.654 million of its outstanding $393 million in aggregate principal amount of 9 ? percent senior notes due 2006 and $234.374 million of its outstanding $250 million in aggregate principal amount of 7 ½ percent senior notes due 2011 (collectively, the “senior notes”), representing all of the senior notes that had been tendered on or prior to the consent deadline of 5:00 p.m. EST on March 2, 2006 (the "consent time"), pursuant to Navistar’s previously announced consent solicitations and tender offers for the senior notes.

Navistar said that it has not received tenders from holders representing a majority of its $400 million in aggregate principal amount of 6 ¼ percent senior notes due 2012. In accordance with the terms of the consent solicitations and tender offers, holders of the 9 ? percent senior notes due 2006 who validly tendered their notes prior to the consent time received total consideration of $1,025.78 per each $1,000 principal amount tendered and holders of the 7 ½ percent senior notes due 2011 who validly tendered their notes prior to the consent time received total consideration of $1,002.67 per each $1,000 principal amount tendered. Navistar used borrowings under its new senior credit facility to fund such repurchases.

As a result of the consents and early tenders, Navistar has executed supplemental indentures relating to the senior notes, which, among other things, waived any and all defaults and events of default existing under the senior notes indentures, eliminated substantially all of the material restrictive covenants, specified affirmative covenants and certain events of default and related provisions in the senior notes indentures and rescinded any and all prior notices of default and/or acceleration delivered to Navistar pursuant to such indentures.

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Page Two/Repurchase

The tender offers are being made pursuant to an Offer to Purchase and Consent Solicitation Statement and a related Consent and Letter of Transmittal, each dated February 21, 2006. The tender offers are scheduled to expire at midnight EST, on March 20, 2006, unless extended or earlier terminated. Holders who validly tender after the consent time but prior to expiration will receive the tender consideration equal to $960.00 per each $1,000 principal amount with respect to the 7 ½ percent notes and 6 ¼ percent notes and $968.75 per each $1,000 principal amount with respect to the 9 ? percent notes, plus in each case all accrued and unpaid interest through, but not including, the payment date. Except as set forth herein, the terms of the tender offers remain the same as set forth in the Offer to Purchase and Consent Solicitation Statement.

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Citigroup, Credit Suisse and Banc of America Securities LLC are acting as Dealer Managers for the tender offers and consent solicitations for the senior notes. Questions regarding the tender offers or consent solicitations may be directed to Citigroup Corporate and Investment Banking at 800-558-3745 (toll-free) or at 212-723-6106 or Credit Suisse at 800-820-1653 (toll-free) or at 212-538-7969.

Global Bondholder Services Corporation is acting as the Information Agent for the tender offers and consent solicitations for the senior notes. Requests for documents related to the tender offers and consent solicitations may be directed to Global Bondholder Services Corporation at 866-857-2200 (toll-free) or at 212-430-3774.

This announcement is for informational purposes only and is not an offer to purchase, a solicitation of an offer to purchase or a solicitation to consent with respect to any of the Notes. The tender offer is being made solely by means of the Offer to Purchase and Consent Solicitation dated February 21, 2006.

Navistar International Corporation (NYSE: NAV) is the parent company of International Truck and Engine Corporation. The company produces International® brand commercial trucks, mid-range diesel engines and IC brand school buses, Workhorse brand chassis for motor homes and step vans, and is a private label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. Navistar is also a provider of truck and diesel engine parts and service sold under the International® brand. A wholly owned subsidiary offers financing services. Additional information is available at: www.nav-international.com. 

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Page Three/Repurchase

Forward Looking Statements

Information provided and statements made that are not purely historical are forward -looking. Such forward-looking statements only speak as of the date of this report and we assume no obligation to update the information included in this report, whether as a result of new information, future events or otherwise. Such forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These statements are not guarantees of performance or results and they involve risks, uncertainties and assumptions which could have a material adverse effect on the company’s liquidity position and financial condition.Although we believe that these forward-looking statements are based on reasonable assumptions, there are many other factors that could cause actual results to differ materially from those in the forward-looking statements. For a further description of these and other factors, see Exhibit 99.1 to our Form 10-K for the fiscal year ended October31,2004.

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