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~~Securities ofExchange ~~report~~Act ~~(Date~~ of ~~earliest~~ ~~event~~1934 ~~reported): February 12, 2010~~

Date of report (Date of earliest event reported): March 5, 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 ~~February~~March 125, 2010 Navistar Financial Corporation, a Delaware corporation (“NFC”), entered into the Operating Agreement (the “Operating Agreement”), a copy of which is filed as an exhibit hereto, by and among NFC, Navistar, ~~Financial~~Inc., ~~Dealer~~a ~~Note~~Delaware ~~Master~~corporation ~~Owner~~(“NI”), ~~Trust~~Navistar International Corporation, a Delaware corporation (~~the~~“NIC” and together with NI, “~~Master~~Navistar”), ~~Owner~~General ~~Trust~~Electric Capital Corporation, a Delaware corporation (“GECC”) ~~issued~~and GE Capital Commercial Inc., a ~~series~~Delaware corporation (“GECCI” and together with GECC, “GE Capital”), for the purpose of ~~notes~~establishing ~~designated~~a financing program with GE Capital (the “Program”) ~~Floating~~pursuant ~~Rate~~to ~~Dealer~~which ~~Note~~Navistar ~~Asset~~and ~~Backed~~certain ~~Notes~~of its subsidiaries, ~~Series~~ ~~2010-1~~including NFC (the “~~Series~~Navistar ~~2010-1~~Companies”), ~~Notes~~shall promote and introduce the Program as the preferred source of retail customer financing for new (and under certain circumstances, refurbished or used) Navistar – manufactured trucks, truck chassis and truck accessories (including bodies) (“Equipment”) offered by the Navistar Companies and their related dealers in the United States. ~~The~~During the ~~Series~~term ~~2010~~of the Operating Agreement, the Navistar Companies shall offer GE Capital a right of first refusal to finance all purchases of 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-1locate ~~Notes~~its ~~include~~operations ~~three~~related ~~classes~~to the Program in NFC’s existing facility and will offer employment to certain of ~~Notes:~~NFC’s sales, credit and marketing personnel. Except as otherwise provided in the ~~Class A~~Operating ~~Notes~~Agreement, GE Capital shall bear the ~~Class~~first Bloss, ~~Notes~~of up to 10% of the amount financed, suffered with respect to any financing contract originated under the Operating Agreement and Navistar shall bear any credit losses in excess of such amount. Navistar shall be given the ~~Class~~opportunity Cto ~~Notes~~remarket any equipment which is returned or repossessed in accordance with the terms of the Operating Agreement. The ~~principal~~term ~~characteristics~~ of the ~~Series~~Operating ~~2010-1~~Agreement ~~Notes~~is ~~are~~three asyears, ~~follows:~~and shall automatically extend in one-year increments unless terminated by either Navistar or GE Capital in accordance with its terms.

Number of classes within Series 2010-1 Notes: Three

Initial Class A Notes Outstanding Principal Amount: $214,800,000

Initial Class B Notes Outstanding Principal Amount: $16,400,000

Initial Class C Notes Outstanding Principal Amount: $18,800,000

Initial Total Series 2010-1 Notes Outstanding Principal Amount: $250,000,000

Class A Note Rate: LIBOR + 1.65%

Class B Note Rate: LIBOR + 2.50%

Class C Note Rate: LIBOR + 3.50%

Closing Date: February 12, 2010

Expected Principal Payment Date: January 25, 2012

Legal Final Maturity Date: January 26, 2015

Ordinary means of principal repayment: Accumulation Period

Accumulation Period Commencement Date: A date within nine months prior to the Expected Principal Payment Date, as determined by the Servicer

Primary source of credit enhancement for Class A Notes: Subordination of Class B Notes and Class C Notes and Overcollateralization represented by the Master Owner Trust Certificate issued to the Seller

Primary source of credit enhancement for Class B Certificates: Subordination of Class C Notes and Overcollateralization represented by the Master Owner Trust Certificate issued to the Seller

Primary source of credit enhancement for Class C Certificates: Overcollateralization represented by the Master Owner Trust Certificate issued to the Seller

Series 2010-1 Overcollateralization Percentage: 16.50% of initial Series 2010-1 Collateral Amount

Servicing Fee Percentage: 1.0%

The terms of the Series 2010-1 Notes and the definitions of capitalized terms may be found in the Indenture Supplement dated as of February 12, 2010, which is attached as an exhibit to this report.

Item 9.01.

Financial Statements and Exhibits.

Exhibit No.		Description
Exhibit 10.1		~~Series~~Operating ~~2010-1 Indenture Supplement to the Indenture~~Agreement, dated ~~February~~March 125, 2010, ~~between~~among Navistar Financial ~~Dealer~~Corporation, ~~Note Master Owner Trust~~Navistar, ~~as Issuer~~Inc., ~~and~~Navistar ~~The~~International ~~Bank of New York Mellon~~Corporation, aGeneral ~~New~~Electric ~~York~~Capital ~~banking~~Corporation ~~corporation,~~and asGE ~~Indenture~~Capital ~~Trustee~~Commercial Inc.

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: ~~February~~March 169, 2010

INDEX OF EXHIBITS

Exhibit No.		Description
Exhibit 10.1		~~Series~~Operating ~~2010-1 Indenture Supplement to the Indenture~~Agreement, dated ~~February~~March 125, 2010, ~~between~~among Navistar Financial ~~Dealer~~Corporation, ~~Note Master Owner Trust~~Navistar, ~~as Issuer~~Inc., ~~and~~Navistar ~~The~~International ~~Bank of New York Mellon~~Corporation, aGeneral ~~New~~Electric ~~York~~Capital ~~banking~~Corporation ~~corporation,~~and asGE ~~Indenture~~Capital ~~Trustee~~Commercial Inc.

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