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): ~~April~~May 1627, 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~~CommissionFile ~~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 ~~April~~May 1627, 2010, ~~the~~ Navistar Financial ~~Dealer~~Retail ~~Note~~Receivables ~~Master~~Corporation, ~~Owner~~a ~~Trust~~Delaware corporation (the “~~Master Owner Trust~~Seller”), ~~issued~~entered into an amended and restated trust agreement, a ~~series~~copy of ~~notes~~which ~~designated~~is ~~the~~filed ~~Floating~~as ~~Rate~~an ~~Dealer~~exhibit ~~Note~~hereto, ~~Asset~~with ~~Backed~~Deutsche ~~Variable~~Bank ~~Funding~~Trust ~~Notes~~Company Delaware, ~~Series~~as owner trustee, relating to the Navistar Financial 2010-~~VFN~~A Owner Trust (the “~~Series~~Trust”), a Delaware statutory trust created on September 8, 2008. On May 27, 2010~~-VFN~~, ~~Notes~~Navistar Financial Corporation, a Delaware corporation (“NFC”) and the Seller entered into a Purchase Agreement, a copy of which is filed as an exhibit hereto, pursuant to which retail loans secured by medium and heavy duty trucks, truck chassis, buses and trailers and related property were transferred to the Seller. ~~Simultaneously~~On ~~with~~May 27, 2010, the ~~issuance~~Seller and the Trust entered into a Pooling Agreement, a copy of which is filed as an exhibit hereto, pursuant to which retail loans secured by medium and heavy duty trucks, truck chassis, buses and trailers and related property were transferred to the ~~Series~~Trust. On May 27, 2010~~-VFN~~, ~~Notes~~NFC, ~~Navistar~~as ~~Financial~~servicer ~~Securities~~(the ~~Corporation~~“Servicer”), the Trust and Citibank, N.A., as indenture trustee (the “~~NFSC~~Indenture Trustee”) ~~paid~~entered ~~off~~into a Servicing Agreement, a copy of which is filed as an exhibit hereto, pursuant to which the Servicer agreed to service the retail loans secured by medium and ~~terminated~~heavy ~~all~~duty ~~outstanding~~trucks, ~~commitments~~truck ~~with~~chassis, ~~respect~~buses and trailers and related property that were transferred to the Trust. On May 27, 2010, the Trust issued Asset Backed Notes, Series ~~2000~~2009-~~VFC~~A, ~~Certificates.~~Class A-1, Class A-2, ~~The~~Class A-3, Class B (collectively, the “Offered Notes”) and Class C (together with the Offered Notes, the “Notes”), having an aggregate principal ~~characteristics~~amount of $919,200,000, pursuant to an Indenture, dated as of May 27, 2010, between the ~~Series~~Trust and the Indenture Trustee, a copy of which is filed as an exhibit hereto. On May 27, 2010~~-VFN~~, the Offered Notes ~~are~~were assold ~~follows:~~to Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and RBC Capital Markets Corporation (collectively, the “Initial Purchasers”) pursuant to a Note Purchase Agreement, dated May 21, 2010, among the Seller, NFC and the Initial Purchasers.

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		~~Series~~Pooling ~~2010-VFN~~Agreement, ~~Indenture~~dated ~~Supplement~~as toof ~~the~~May ~~Indenture~~27, ~~dated April 16,~~ 2010, between Navistar Financial ~~Dealer~~Retail ~~Note~~Receivables ~~Master Owner Trust~~Corporation, as ~~Issuer~~seller, and ~~The~~Navistar ~~Bank~~Financial of2010-A ~~New~~Owner ~~York Mellon~~Trust, ~~a New York banking corporation,~~ as ~~Indenture Trustee~~issuer.
Exhibit 10.2		~~Note Purchase Agreement~~Indenture, dated ~~April~~as 16of May 27, 2010, ~~among~~between Navistar Financial ~~Securities~~2010-A ~~Corporation,~~Owner ~~Navistar Financial Corporation~~Trust, ~~Kitty Hawk Funding Corporation,~~ as ~~a Conduit Purchaser~~issuer, ~~Liberty Street Funding LLC, as a Conduit Purchaser, The Bank of Nova Scotia, as a Managing Agent~~ and ~~a Committed Purchaser~~Citibank, ~~and Bank of America~~N.A., ~~National Association,~~ as aindenture ~~Managing Agent, the Administrative Agent and a Committed Purchaser~~trustee.
Exhibit 10.3		Trust Agreement, dated as of May 27, 2010, between Navistar Financial Retail Receivables Corporation, as seller, and Deutsche Bank Trust Company Delaware, as owner trustee.
Exhibit 10.4		Purchase Agreement, dated as of May 27, 2010, between Navistar Financial Retail Receivables Corporation and Navistar Financial Corporation.
Exhibit 10.5		Servicing Agreement, dated as of May 27, 2010, among Navistar Financial Retail Receivables Corporation, Citibank, N.A., as indenture trustee, Navistar Financial 2010-A Owner Trust, as issuer, and Navistar Financial Corporation, as servicer.

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~~BILL V. ~~McMenamin~~MCMENAMIN By: ~~William~~Bill V. McMenamin Its: Vice President, Chief Financial Officer and Treasurer

Date: ~~April~~June 213, 2010

INDEX OF EXHIBITS

Exhibit No.		Description
Exhibit 10.1		~~Series~~Pooling ~~2010-VFN~~Agreement, ~~Indenture~~dated ~~Supplement~~as toof ~~the~~May ~~Indenture~~27, ~~dated April 16,~~ 2010, between Navistar Financial ~~Dealer~~Retail ~~Note~~Receivables ~~Master Owner Trust~~Corporation, as ~~Issuer~~seller, and ~~The~~Navistar ~~Bank~~Financial of2010-A ~~New~~Owner ~~York Mellon~~Trust, ~~a New York banking corporation,~~ as ~~Indenture Trustee~~issuer.
Exhibit 10.2		~~Note Purchase Agreement~~Indenture, dated ~~April~~as 16of May 27, 2010, ~~among~~between Navistar Financial ~~Securities~~2010-A ~~Corporation,~~Owner ~~Navistar Financial Corporation Kitty Hawk Funding Corporation~~Trust, as ~~a Conduit Purchaser~~issuer, ~~Liberty Street Funding LLC, as a Conduit Purchaser, The Bank of Nova Scotia, as a Managing Agent~~ and ~~a Committed Purchaser~~Citibank, ~~and Bank of America~~N.A., ~~National Association,~~ as aindenture ~~Managing Agent, the Administrative Agent and a Committed Purchaser~~trustee.
Exhibit 10.3		Trust Agreement, dated as of May 27, 2010, between Navistar Financial Retail Receivables Corporation, as seller, and Deutsche Bank Trust Company Delaware, as owner trustee.
Exhibit 10.4		Purchase Agreement, dated as of May 27, 2010, between Navistar Financial Retail Receivables Corporation and Navistar Financial Corporation.
Exhibit 10.5		Servicing Agreement, dated as of May 27, 2010, among Navistar Financial Retail Receivables Corporation, Citibank, N.A., as indenture trustee, Navistar Financial 2010-A Owner Trust, as issuer, and Navistar Financial Corporation, as servicer.

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