FIRST SUPPLEMENT TO INDENTURE
Exhibit
4.50
This
First Supplement to Indenture (the "First
Supplement")
is
dated as of August 9, 2006 by and among Navistar International Corporation,
a Delaware corporation (the "Company"),
International Truck and Engine Corporation, a Delaware corporation
("International")
and
BNY Midwest Trust Company, an Illinois banking company (the "Trustee"),
with
respect to the Company's 2.50% Senior Convertible Notes due 2007 (the
"Notes").
Capitalized terms used but not otherwise defined in this First Supplement shall
have the meanings ascribed to such terms in the Indenture (hereinafter defined).
WHEREAS,
the Company, International and the Trustee entered into that certain Indenture,
dated as of December 16, 2002 (as may be 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 (excluding any Notes held by any affiliate of the Company) have
consented to the amendments and waivers effected by this First Supplement;
WHEREAS,
pursuant to Section
8.02
of the
Indenture, the Trustee is authorized to execute and deliver this First
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
1.01 Amendments
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 offer to purchase all of the Notes validly tendered on or before
midnight, New York City time, on August 8, 2006 pursuant to the Offer to
Purchase and Consent Solicitation Statement, dated as of June 27, 2006, and
any
amendments, modifications or supplements thereto, then automatically (without
further act by any person) with respect to the Notes:
(a) Section
3.02
(Reports
by the Company) and Section
3.03
(Compliance Certificate) of the Indenture are deleted in their entirety and
replaced with the following: "The Company shall comply with Section 314 of
the
TIA."
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Exhibit
4.50 (Continued)
(b) Section
3.06
(Repurchase Upon Fundamental Change) of the Indenture is deleted in its
entirety.
(c) Section
3.11
(Limitation on Guarantees by Subsidiaries) of the Indenture is deleted in its
entirety.
(d) Each
of
the following subsections of Section
5.01
(Events
of Default) of the Indenture are deleted in their entirety: Sections
5.01(c),
(d),
(e)
and
(h).
(e) 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.
(f) The
occurrence of the events described in Sections
5.01(c),
(d),
(e)
and
(h)
shall no
longer constitute Events of Default.
(g) All
definitions set forth in Section
1.01
of the
Indenture that relate to defined terms used solely in covenants or sections
deleted hereby are deleted in their entirety.
Section
1.02 Waivers.
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 or may arise under the Indenture
at any time prior to the maturity date of the Notes, including any Default
or
Event of Default that may exist or arise as a result of: (a) a failure by
the Company to comply with Section
3.02
of the
Indenture at any time prior to the maturity date of the Notes; (b) a
failure by the Company to provide the Trustee with any notice of Default or
Event of Default required by Section
3.03
of the
Indenture at any time prior to the maturity date of the Notes and (c) an
acceleration of any Indebtedness or other event constituting a Default or Event
of Default under Section
5.01(h)
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 Trustee hereby revokes any and all notices of Default
and/or acceleration delivered by the 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.
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Exhibit
4.50 (Continued)
ARTICLE
II
MISCELLANEOUS
PROVISIONS
Section
2.01 Instruments
to be Read Together.
This
First Supplement is an indenture supplement to and in implementation of the
Indenture, and said Indenture and this First Supplement shall henceforth be
read
together.
Section
2.02 Confirmation.
The
Indenture, as amended and supplemented by this First Supplement, is in all
respects confirmed and preserved.
Section
2.03 Counterparts.
This
First 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
First 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
FIRST 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 FIRST SUPPLEMENT.
Section
2.06 Disclaimer
of Trustee's Responsibility.
In
executing this First Supplement, the Trustee shall be entitled to all the
privileges and immunities afforded to the Trustee under the terms and conditions
of the Indenture.
Section
2.07 Trust
Indenture Act Controls.
If any
provision of this First Supplement limits, qualifies or conflicts with another
provision that is required to be included in the First Supplement or the
Indenture by the Trust Indenture Act, the required provision shall control.
*
* * *
*
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Exhibit
4.50 (Continued)
IN
WITNESS WHEREOF, the parties hereto have caused this First Supplement to
Indenture to be duly executed and attested, all as of the day and year first
written above.
| NAVISTAR INTERNATIONAL CORPORATION | ||
| |
|
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| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
|
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
||
| Title: Vice President and Treasurer | ||
| INTERNATIONAL TRUCK AND ENGINE CORPORATION | ||
| |
|
|
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
|
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
||
| Title: Vice President and Treasurer | ||
| BNY MIDWEST TRUST COMPANY | ||
| |
|
|
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
|
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ |
||
| Title: Assistant Vice President | ||
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