UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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~~April 516, 2010

NAVISTAR FINANCIAL CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware

001-04146

36-2472404

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

425 N. Martingale Road

Schaumburg, Illinois 60173

(Address of Principal Executive Offices, including Zip Code)

(630) 753-4000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.

Entry into a Material Definitive Agreement.

On ~~March~~April 516, 2010, the Navistar Financial ~~Corporation,~~Dealer aNote ~~Delaware~~Master ~~corporation~~Owner ~~(“NFC”),~~Trust ~~entered into the Operating Agreement~~ (the “~~Operating~~Master ~~Agreement~~Owner Trust”), issued a ~~copy~~series of ~~which~~notes isdesignated ~~filed~~the asFloating ~~an exhibit~~Rate ~~hereto,~~Dealer byNote ~~and~~Asset ~~among~~Backed ~~NFC,~~Variable ~~Navistar,~~Funding ~~Inc.~~Notes, aSeries ~~Delaware~~2010-VFN ~~corporation~~ (~~“NI”),~~the ~~Navistar International Corporation, a Delaware corporation (~~“~~NIC”~~Series ~~and~~2010-VFN ~~together with NI, “Navistar~~Notes”)~~, General Electric Capital Corporation, a Delaware corporation (“GECC”) and GE Capital Commercial Inc~~., aSimultaneously ~~Delaware corporation (“GECCI” and together~~ with ~~GECC, “GE Capital”), for~~ the ~~purpose~~issuance of ~~establishing a financing program with GE Capital (~~the ~~“Program”)~~ ~~pursuant~~Series to2010-VFN ~~which Navistar and certain of its subsidiaries~~Notes, ~~including NFC (the “~~Navistar ~~Companies”),~~Financial ~~shall promote and introduce the Program as the preferred source of retail customer financing for new (and under~~Securities ~~certain~~Corporation ~~circumstances, refurbished or used) Navistar – manufactured trucks, truck chassis and truck accessories~~ (~~including bodies) (~~“~~Equipment~~NFSC”) ~~offered~~paid byoff ~~the Navistar Companies~~ and ~~their~~terminated ~~related dealers in the United States. During the term of the Operating Agreement, the Navistar Companies shall offer GE Capital a right of first refusal to finance~~ all ~~purchases~~outstanding ofcommitments Equipment offered by the Navistar Companies directly to prospective retail customers in the United States. Except as otherwise provided in the Operating Agreement, GE Capital will co-locate its operations related to the Program in NFC’s existing facility and will offer employment to certain of NFC’s sales, credit and marketing personnel. Except as otherwise provided in the Operating Agreement, GE Capital shall bear the first loss, of up to 10% of the amount financed, suffered with respect to ~~any financing contract originated under~~ the ~~Operating~~Series ~~Agreement~~2000-VFC ~~and Navistar shall bear any credit losses in excess of such amount~~Certificates. ~~Navistar~~The ~~shall~~principal becharacteristics ~~given the opportunity to remarket any equipment which is returned or repossessed in accordance with the terms~~ of the ~~Operating~~Series ~~Agreement. The term of the Operating Agreement is three years, and shall automatically extend in one~~2010-~~year~~VFN ~~increments~~Notes ~~unless~~are ~~terminated~~as byfollows: ~~either Navistar or GE Capital in accordance with its terms.~~

Number of classes within Series 2010-VFN Notes: One

Maximum Funded Amount: $500,000,000

Initial Series 2010-VFN Outstanding Principal Amount: $0

Interest Rate: based on CP Rate or 3.50% + Eurodollar subject to adjustment

Closing Date: April 16, 2010

Expected Principal Payment Date: Payment Date 6 months after Amortization Period Commencement Date

Ordinary means of principal repayment: Amortization Period

Amortization Period Commencement Date: the first day of any Due Period occurring after the Purchase Expiration Date then in effect

Purchase Expiration Date: the earlier of August 24, 2010 and the date on which the Early Redemption Period commences, as such date may from time to time be modified

Primary source of credit enhancement for Series 2010-VFN Notes: Overcollateralization represented by the Master Owner Trust Certificate issued to the Seller

Series 2010-VFN Overcollateralization Percentage: 28.25% of initial Series 2010-VFN Collateral Amount subject to adjustment upon the occurrence of certain events

Servicing Fee Percentage: 1.0%

The terms of the Series 2010-VFN Notes and the definitions of capitalized terms may be found in the Indenture Supplement dated as of April 16, 2010, which is attached as an exhibit to this report.

On April 16, 2010, Navistar Financial Corporation (“NFC”) entered into a Note Purchase Agreement, dated as of April 16, 2010 (the “Note Purchase Agreement”), among NFSC, NFC, Kitty Hawk Funding Corporation, as a Conduit Purchaser, Liberty Street Funding LLC, as a Conduit Purchaser, The Bank of Nova Scotia, as a Managing Agent and a Committed Purchaser, and Bank of America, National Association, as a Managing Agent, the Administrative Agent and a Committed Purchaser. Pursuant to the Note Purchase Agreement, NFSC delivered the Series 2010-VFN Notes to the Administrative Agent and paid off all outstanding amounts under the Series 2000-VFC Certificates. Upon the delivery of the Series 2010-VFN Notes and the final payment of all outstanding amounts to the Series 2000-VFC certificateholders, the Series 2000-VFC Supplement to the Pooling and Servicing Agreement, dated as of January 28, 2000, as amended, and the Amended and Restated Certificate Purchase Agreement, dated as of December 27, 2004, as amended, the Series 2000-VFC Certificates and all commitments thereunder were terminated.

Item 9.01.

Financial Statements and Exhibits.

Exhibit No.		Description
Exhibit 10.1		~~Operating~~Series ~~Agreement~~2010-VFN Indenture Supplement to the Indenture, dated ~~March~~April 516, 2010, ~~among~~between Navistar Financial ~~Corporation,~~Dealer ~~Navistar~~Note Master Owner Trust, ~~Inc.~~as Issuer, ~~Navistar~~and ~~International~~The ~~Corporation,~~Bank ~~General~~of ~~Electric~~New ~~Capital~~York ~~Corporation~~Mellon, ~~and~~a GENew ~~Capital~~York ~~Commercial~~banking ~~Inc~~corporation, as Indenture Trustee.
Exhibit 10.2		Note Purchase Agreement, dated April 16, 2010, among Navistar Financial Securities Corporation, Navistar Financial Corporation, Kitty Hawk Funding Corporation, as a Conduit Purchaser, Liberty Street Funding LLC, as a Conduit Purchaser, The Bank of Nova Scotia, as a Managing Agent and a Committed Purchaser, and Bank of America, National Association, as a Managing Agent, the Administrative Agent and a Committed Purchaser.

SIGNATURES

According 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, thereunto duly authorized.

NAVISTAR FINANCIAL CORPORATION /Ss/ ~~WILLIAM~~William V. ~~MCMENAMIN~~McMenamin By: William V. McMenamin Its: Vice President, Chief Financial Officer and Treasurer

Date: ~~March~~April 921, 2010

INDEX OF EXHIBITS

Exhibit No.		Description
Exhibit 10.1		~~Operating~~Series ~~Agreement~~2010-VFN Indenture Supplement to the Indenture, dated ~~March~~April 516, 2010, ~~among~~between Navistar Financial ~~Corporation,~~Dealer ~~Navistar~~Note Master Owner Trust, ~~Inc.~~as Issuer, ~~Navistar~~and ~~International~~The ~~Corporation,~~Bank ~~General~~of ~~Electric~~New ~~Capital~~York ~~Corporation~~Mellon, ~~and~~a GENew ~~Capital~~York ~~Commercial~~banking ~~Inc~~corporation, as Indenture Trustee.
Exhibit 10.2		Note Purchase Agreement, dated April 16, 2010, among Navistar Financial Securities Corporation, Navistar Financial Corporation Kitty Hawk Funding Corporation, as a Conduit Purchaser, Liberty Street Funding LLC, as a Conduit Purchaser, The Bank of Nova Scotia, as a Managing Agent and a Committed Purchaser, and Bank of America, National Association, as a Managing Agent, the Administrative Agent and a Committed Purchaser.

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