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Published on 2/24/2006 in the Prospect News Convertibles Daily.

Navistar tenders for 4.75% exchangeables

New York, Feb. 24 - Navistar International Corp. said it has begun a tender offer and consent solicitation for its $220 million of 4.75% subordinated exchangeable notes due 2009.

The Warrenville, Ill., maker of diesel engines and school buses will pay par plus accrued interest up to but excluding the date of purchase.

Navistar is also soliciting consents to amend the note indenture to waive any and all defaults and events of defaults existing under the indenture, eliminate substantially all of the material restrictive covenants and certain events of default and related provisions and rescind any and all prior notices of default and/or acceleration delivered to the company.

To make the changes, Navistar needs the consent of holders of a majority of the exchangeables.

No separate payment is being offered for the consents.

Holders may not tender without delivering consents.

The tender ends at midnight ET on March 23.

Navistar previously announced cash tender offers and consent solicitations for its $400 million principal amount of 6¼% senior notes due 2012, $250 million principal amount 7½% senior notes due 2011 and $393 million principal amount 9?% senior notes due 2006.

Navistar said at the time that the offer will allow bondholders who believe the company is in default to redeem their securities.

The offer for the exchangeables is subject to Navistar receiving consents from holders of a majority of the notes and the company's audit for fiscal 2005 not being completed.

Citigroup (800 558-3745 or 212 723-6106), Credit Suisse (800 820-1653 or 212 538-7969) and Banc of America Securities LLC are dealer managers. Global Bondholder Services Corp. is information agent (866 857-2200 or 212 430-3774).


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