Exhibit 4.1


 


EXECUTION COPY


 


 


NAVISTAR FINANCIAL SECURITIES
CORPORATION


Seller


 


 


NAVISTAR FINANCIAL CORPORATION


Servicer


 


 


and


 


 


THE BANK OF NEW YORK


Master Trust Trustee


on behalf of the Series 2004-1
Certificateholder


 


 












 


SERIES 2004-1 SUPPLEMENT


Dated as of June 10, 2004


to


POOLING AND SERVICING AGREEMENT


Dated as of June 8, 1995


 












 


 


Dealer Note Asset Backed Certificate,
Series 2004-1


 


 


NAVISTAR FINANCIAL DEALER NOTE MASTER
TRUST


 

















 


TABLE
OF CONTENTS


 


	
  ARTICLE I
  CREATION OF SERIES 2004-1 AND THE SERIES 2004-1 CERTIFICATE

  	
   

  
	
   

  	
  SECTION 1.01

  	
  Designation.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II
  DEFINITIONS

  	
   

  
	
   

  	
  SECTION 2.01

  	
  Definitions.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III
  SERVICING

  	
   

  
	
   

  	
  SECTION 3.01

  	
  Servicing Compensation

  	
   

  
	
   

  	
  SECTION 3.02

  	
  The Servicer to Pay Fees and Expenses of
  Master Owner Trust Trustee and Indenture Trustee

  	
   

  
	
   

  	
  SECTION 3.03

  	
  Servicer Indemnification of the Indenture
  Trustee and the Master Owner Trust Trustee.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV
  RIGHTS OF SERIES 2004-1 CERTIFICATEHOLDER AND ALLOCATION AND APPLICATION OF
  COLLECTIONS

  	
   

  
	
   

  	
  SECTION 4.01

  	
  Rights of the Series 2004-1
  Certificateholder

  	
   

  
	
   

  	
  SECTION 4.02

  	
  Application of Series Allocable Finance
  Charge Collections and Series Allocable Principal Collections.

  	
   

  
	
   

  	
  SECTION 4.03

  	
  Shared Principal Collections.

  	
   

  
	
   

  	
  SECTION 4.04

  	
  Excess Interest Collections.

  	
   

  
	
   

  	
  SECTION 4.05

  	
  Additional Rights upon the Occurrence of
  Certain Events

  	
   

  
	
   

  	
  SECTION 4.06

  	
  Servicer Transition Fee Account.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V
  REPORTS TO SERIES 2004-1 CERTIFICATEHOLDER

  	
   

  
	
   

  	
  SECTION 5.01

  	
  Monthly and Annual Certificateholder’s
  Statement.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI
  EARLY AMORTIZATION EVENTS

  	
   

  
	
   

  	
  SECTION 6.01

  	
  No Early Amortization Events

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII
  OTHER SERIES PROVISIONS

  	
   

  
	
   

  	
  SECTION 7.01

  	
  Conveyance of Dealer Notes

  	
   

  
	
   

  	
  SECTION 7.02

  	
  Tax Treatment

  	
   

  
	
   

  	
  SECTION 7.03

  	
  Back Up Servicer Trigger Events

  	
   

  
	
   

  	
  SECTION 7.04

  	
  Back Up Servicer.

  	
   

  
	
   

  	
  SECTION 7.05

  	
  Additional Notices

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII
  FINAL DISTRIBUTIONS

  	
   

  
	
   

  	
  SECTION 8.01

  	
  Sale of Investors’ Interest Pursuant to
  Section 2.07 of the Agreement; Distributions Pursuant to
  Section 2.07 or 12.03 of the Agreement.

  	
   

  
	
   

  	
  SECTION 8.02

  	
  Distribution of Proceeds of Sale,
  Disposition or Liquidation of the Dealer Notes Pursuant to Section 9.02
  of the Agreement.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX
  MISCELLANEOUS PROVISIONS

  	
   

  
	
   

  	
  SECTION 9.01

  	
  Ratification of Agreement

  	
   

  



 


i

















 


	
   

  	
  SECTION 9.02

  	
  Counterparts

  	
   

  
	
   

  	
  SECTION 9.03

  	
  GOVERNING LAW

  	
   

  
	
   

  	
  SECTION 9.04

  	
  Tax Disclosure

  	
   

  
	
   

  	
  SECTION 9.05

  	
  Consent to Amendment

  	
   

  



 


EXHIBITS


 


	
  Exhibit A

  	
   

  	
  -

  	
   

  	
  Form of Certificate

  
	
  Exhibit B

  	
   

  	
  -

  	
   

  	
  Form of Monthly
  Servicer Certificate and Settlement Statement

  



 


ii

















 


SERIES
2004-1 SUPPLEMENT

TO POOLING AND SERVICING AGREEMENT


 


SERIES 2004-1
SUPPLEMENT dated as of June 10, 2004 (the “Series Supplement”), by and
among NAVISTAR FINANCIAL SECURITIES CORPORATION, a Delaware corporation, as
Seller (the “Seller”), NAVISTAR FINANCIAL CORPORATION, a Delaware corporation,
as Servicer (the “Servicer”), and THE BANK OF NEW YORK, a New York banking
corporation, as trustee (together with its successors in trust thereunder as
provided in the Agreement referred to below, the “Master Trust Trustee”) under
the Pooling and Servicing Agreement, dated as of June 8, 1995 (as amended
and supplemented, the “Agreement”), among the Seller, the Servicer and the
Master Trust Trustee.


 


Section 6.09
of the Agreement provides that the Seller may from time to time direct the
Master Trust Trustee to issue, on behalf of the Master Trust, one or more new
Series of Investor Certificates representing fractional undivided interests in
the Master Trust.  The Principal Terms
of any new Series are to be set forth in a Supplement to the Agreement.


 


Pursuant to this
Series Supplement, the Seller and the Master Trust Trustee shall create a new
Series of Investor Certificates and specify the Principal Terms thereof.


 


ARTICLE I


 


CREATION OF SERIES
2004-1 AND

THE SERIES 2004-1 CERTIFICATE


 


SECTION 1.01 
Designation.


 


(a)   There is hereby
created a new Series pursuant to the Agreement and this Series Supplement to be
known as “Series 2004-1.”  The interest
of the Investor Certificateholder in Series 2004-1 shall be represented by the
Series 2004-1 Certificate.


 


(b)   If any term or
provision contained herein shall conflict with or be inconsistent with any term
or provision contained in the Agreement, the terms and provisions of this
Series Supplement shall govern with respect to Series 2004-1.  This Series Supplement is the Series
Supplement referred to in the Master Owner Trust Agreement and the Indenture.


 


ARTICLE II

DEFINITIONS


 


SECTION 2.01 
Definitions.


 


(a)   Whenever used in
this Series Supplement, the following words and phrases shall have the
following meanings:


 


“Adjusted Invested Amount”
shall mean, with respect to the Collateral Certificate on any Distribution
Date, an amount (which shall never be less than zero) equal to the sum of the
Collateral Amounts for all outstanding series of Notes determined as of the end
of that


 

















 


Distribution Date; provided that, if a series of Notes shall no
longer be in a Revolving Period, the Collateral Amount shall be determined as
of the end of the last day of its Revolving Period.


 


“Back Up Servicer” shall have the meaning
specified in Section 7.04.


 


“Back Up Servicer Trigger Event” shall
mean, with respect to Series 2004-1, any event specified in Section 7.03
of this Series Supplement.


 


“Business Day”
shall mean, with respect to the Collateral Certificate, any day other than a
Saturday, a Sunday, or a day on which banking institutions in New York, New
York, Chicago, Illinois, or the city in which the Corporate Trust Office is
located.


 


“Closing Date” shall mean June 10,
2004.


 


“Collateral Amount” shall have, with
respect to any series of Notes, the meaning specified in the related Indenture
Supplement.


 


“Collateral Certificate” shall mean the
Series 2004-1 Certificate.


 


“Deposit Account”
shall have the meaning specified in the Indenture.


 


“Early Amortization Event” shall not apply
with respect to the Collateral Certificate.


 


“Early Amortization Period” shall not apply
with respect to the Collateral Certificate.


 


“Excess Cash Collateral Event” shall have,
with respect to any series of Notes, the meaning specified in the Indenture
Supplement with respect to such series of Notes.


 


“Indenture” shall mean the Indenture, dated
as of June 10, 2004, between  the
Master Owner Trust and The Bank of New York, as Indenture Trustee, as amended
and supplemented from time to time.


 


“Indenture Supplement” shall mean any
supplement to the Indenture pursuant to which a series of Notes is issued, as
amended and supplemented from time to time.


 


“Indenture Trustee” shall mean the
indenture trustee under the Indenture.


 


“Invested Amount” shall mean, with respect
to any Distribution Date, an amount equal to the sum of the Nominal Liquidation
Amounts for all series of Notes as of the end of that Distribution Date.


 


“Investment Income”
shall mean, for any Due Period with respect to the Collateral Certificate, the
product of (a) the Series Allocation Percentage for such Distribution Period,
and (b) income (net of investment expenses and losses) from the investment of
funds on deposit in the Collections Account and the Excess Funding Account.


 


“Investor Servicing Fee” shall have the
meaning specified in Section 3.01.


 


2

















 


“Issuance Date” shall mean, with respect to
any series of Notes, the date of issuance of such series.


 


“Issuer Documents”
shall have the meaning specified in the Indenture.


 


“ITEC” shall mean
International Truck and Engine Corporation.


 


“Master Owner Trust”
shall mean Navistar Financial Dealer Note Master Owner Trust, a Delaware
statutory trust, and its permitted successors and assigns.


 


“Master Owner Trust Agreement” shall have the meaning specified in
the Indenture.


 


“Master Owner Trust Trustee” shall have the meaning specified in
the Indenture.


 


“Master Trust” shall have the meaning specified in the Indenture.


 


“Master Trust Trustee” is defined in the Preamble.


 


“Minimum Seller’s
Invested Amount” shall mean, with respect to any Business
Day, the sum of the Minimum Series Seller’s Invested Amount for each
outstanding Series of Investor Certificates, including the Collateral
Certificate.


 


“Minimum Series Seller’s Invested Amount”
shall mean (a) for Series 2004-1, the Minimum Series Seller’s Interest, and (b)
for any other Series of Investor Certificates, the “Minimum Master Trust
Seller’s Interest” as defined in the Series Supplement for such Series.


 


“Minimum Series Seller’s Interest” shall mean, with respect to the
Collateral Certificate on any Business Day, the sum of the Required Seller’s
Invested Amounts as of the end of the preceding Distribution Date.


 


“Monthly Servicing Fee”
shall have the meaning specified in Section 3.01.


 


“Nominal Liquidation Amount”
shall have, with respect to any series of Notes, the meaning specified in the
related Indenture Supplement.


 


“Noteholder Allocated Dealer Note Losses”
shall mean, with respect to any Due Period, the product of (a) the Noteholder
Floating Allocation Percentage for such Due Period and (b) Series Allocable
Dealer Note Losses for such Due Period.


 


“Noteholder Available
Interest Amounts” shall mean, with respect to any Due Period,
the sum of (i) an amount equal to the product of (a) the Noteholder Floating
Allocation Percentage for such Due Period and (b) the Series Allocable Finance
Charge Collections for such Due Period and
(ii) income, net of investment expenses and losses, from the investment of
funds on deposit in the Deposit Account received during that Due Period.


 


“Noteholder Available Principal Amounts”
shall mean, with respect to any Business Day, the product of (a) the Noteholder
Principal Allocation Percentage for the Due


 


3

















 


Period in which such Business Day occurs and (b) the Series Allocable
Principal Collections for such Business Day.


 


“Noteholder Floating Allocation
Percentage” shall mean, with respect to any Due Period, the
percentage equivalent (which percentage shall never be less than 0% or greater
than 100%) of a fraction, the numerator of which is the sum of the Collateral
Amounts for each outstanding series of Notes as of the end of the immediately
preceding Due Period (after giving effect to all increases and reductions
thereof on such day), or, with respect to the first Transfer Date for a series,
as of the Issuance Date for such series, and the denominator of which is the
product of (a) the Series Allocation Percentage for the Collateral Certificate
for the Due Period for which the Noteholder Floating Allocation Percentage is
being calculated and (b) the sum of the aggregate principal amount of Dealer
Notes in the Master Trust and the aggregate principal amount of funds on
deposit in the Excess Funding Account, both as of the end of the immediately
preceding Due Period, or, with respect to the first Transfer Date for a series,
as of the Issuance Date for such series.


 


“Noteholder Principal Allocation
Percentage” shall mean with respect to any Due Period, the
percentage equivalent (which percentage shall never be less than 0% or greater
than 100%) of a fraction, the numerator of which is the sum of the Collateral
Amounts for each outstanding series of Notes as of the end of the immediately
preceding Due Period (or the Issuance Date in the case of the first Transfer
Date for such series) (except that if a series of Notes is no longer in its
Revolving Period, its Collateral Amount, for the purpose of this calculation,
shall be its Collateral Amount as of the end of the Due Period immediately
prior to the last day of its Revolving Period) and the denominator of which is
the product of (a) the Series Allocation Percentage for the Collateral
Certificate for the Due Period for which the Noteholder Principal Allocation
Percentage is being calculated and (b) the sum of (i) the aggregate principal
amount of Dealer Notes in the Master Trust and (ii) the aggregate principal
amount of funds on deposit in the Excess Funding Account, both as of the end of
immediately preceding Due Period (or the Issuance Date in the case of the first
Transfer Date for such series).


 


“Notes” shall
have, with respect to any series of Notes, the meaning specified in the
Indenture.


 


“Payment Date”
shall have, with respect to any series of Notes, the meaning specified in the
Indenture.


 


“Principal Shortfall”
shall mean, with respect to the Collateral Certificate, the Series Available
Principal Amounts Shortfall.


 


“Reassignment Amount” shall mean, with
respect to any Transfer Date, the sum of the Series Reassignment Amount for all
series of Notes as of the end of that Transfer Date after giving effect to any
deposits and distributions otherwise to be made on such Transfer Date.


 


“Required Seller’s Invested Amount”
shall have, with respect to any series of Notes, the meaning specified in the
related Indenture Supplement.


 


4

















 


“Revolving Period” shall have, with respect
to any series of Notes, the meaning specified in the related Indenture
Supplement.  The Collateral Certificate
will not have a Revolving Period.


 


“Seller Interest Amounts” shall mean, with
respect to any Due Period, the excess of Series Allocable Finance Charge
Collections for such Due Period over Noteholder Available Interest Amounts for
such Due Period.


 


“Seller Principal Amounts” shall mean, with
respect to any Due Period, the excess of Series Allocable Principal Collections
for such Due Period over Noteholder Available Principal Amounts for such Due
Period.


 


“Seller’s Invested Amount” shall mean “the
Master Trust Seller’s Interest” as defined in the Agreement.


 


“Series 2004-1” shall mean the Series of
Investor Certificates, the terms of which are specified in this Series
Supplement.


 


“Series 2004-1 Certificateholder” shall
mean the holder of the Collateral Certificate. 
Initially, the Indenture Trustee, as the pledgee of the Navistar
Financial Dealer Note Master Owner Trust under the Indenture, shall be the only
holder of the Collateral Certificate.


 


“Series 2004-1 Certificateholder’s Interest”
shall have the meaning specified in Section 4.01.


 


“Series 2004-1 Certificate” shall mean any
certificate, substantially in the form of Exhibit A.  Initially, there will be only one Series 2004-1 Certificate,
which will be held by the Indenture Trustee as pledgee of the Navistar
Financial Dealer Note Master Owner Trust under the Indenture.


 


“Series Adjusted Invested Amount”
shall mean the Adjusted Invested Amount.


 


“Series Allocable Dealer Note Losses” shall
mean, with respect to any Due Period, the product of (a) the Series Allocation
Percentage for such Due Period and (b) the Dealer Note Losses for such Due
Period.


 


“Series Allocable Finance Charge Collections”
shall mean, with respect to any Due Period, the product of (a) the Series
Allocation Percentage for such Due Period and (b) the amount of Finance Charge
Collections for such Due Period.


 


“Series Allocable Principal Collections”
shall mean, with respect to any Business Day, the product of (i) the Series
Allocation Percentage for the Due Period in which such Business Day occurs and
(ii) the amount of Principal Collections deposited in the Collections Account
on such Business Day.


 


“Series Available Interest Amounts Shortfall”
shall have the meaning specified in the Indenture.


 


5

















 


“Series Available Principal Amounts” shall
have the meaning specified in the Indenture.


 


“Series Available Principal Amounts Shortfall”
shall have the meaning specified in the Indenture.


 


“Series Invested Amount” shall mean, with
respect to the Collateral Certificate, the Invested Amount.


 


“Series Reassignment Amount”
shall have, with respect to any series of Notes, the meaning specified in the
related Indenture Supplement.


 


“Series Termination Date”
shall mean the latest legal final maturity date of any outstanding series of
Notes.


 


“Series Variable Allocation Percentage”
shall have the meaning specified in the related Indenture Supplement for each
Series of Notes.


 


“Servicer Transition Fee Account Required Deposit
Amount” shall mean, as of the Closing Date, $100,000, and with
respect to any Business Day thereafter, the amount equal to the sum of (a) if a
Back Up Servicer has not yet been appointed and paid to map NFC’s servicing
computer system with respect to the Dealer Notes, the product of (i) the
average of the estimates most recently delivered to the Master Trustee of the
fees and expenses of such Back Up Servicer to map the NFC servicing computer
system with respect to Dealer Notes and (ii) 1.5 and (b) if a Successor
Servicer has not yet been appointed and paid its set up fees and costs to
assume the role of Successor Servicer, the product of (i) the average of the
estimates most recently delivered to the Master Trustee of the set up and
servicing transition fees and costs of appointing a Successor Servicer and
having such Successor Servicer assume the role of Successor Servicer and (ii)
1.5, but the sum of (a) and (b) to not be less than $100,000, provided, however,
if a Successor Servicer shall have been appointed  and paid its set up fees and costs the Servicer Transition Fee
Account Required Deposit Amount shall be $0.


 


(b)   Notwithstanding
anything to the contrary in this Series Supplement or the Agreement, the term
“Rating Agency” shall mean, whenever used in this Series Supplement or the
Agreement with respect to the Collateral Certificate, Moody’s and Standard
& Poor’s.  As used in this Series
Supplement and in the Agreement with respect to the Collateral Certificate,
“highest investment category” shall mean (i) in the case of Standard &
Poor’s, A-1+, AAA, AAAm, or AAAm-G, as applicable, and (ii) in the case of
Moody’s, P-1 or Aaa, as applicable.


 


(c)   All capitalized
terms used herein and not otherwise defined herein have the same meanings
ascribed to them in the Agreement.


 


(d)   The words
“hereof,” “herein” and “hereunder” and words of similar import when used in
this Series Supplement shall refer to this Series Supplement as a whole and not
to any particular provision of this Series Supplement; references to any
Article, Section or Exhibit are references to Articles, Sections and
Exhibits in or to this Series Supplement unless otherwise specified; and the
term “including” shall mean “including without limitation.”


 


6

















 


(e)   As used in this
Series Supplement, accounting terms which are not defined, and accounting terms
partly defined, herein shall have the respective meanings given to them under
generally accepted accounting principles as in effect on the date hereof.  To the extent that the definitions of
accounting terms in this Series Supplement are inconsistent with the meanings
of such terms under generally accepted accounting principles, the definitions
contained in this Series Supplement will control.


 


(f)    With respect to
any Distribution Date or Transfer Date, the “related Due Period” and the
“related Distribution Period” will mean the Due Period and Distribution Period,
respectively, immediately preceding such Distribution Date or Transfer Date,
and the relationships between Due Periods and Distribution Periods will be
correlative to the foregoing relationships.


 


(g)   Each defined term
used in this Series Supplement has a comparable meaning when used in its plural
or singular form.  Each gender-specific
term used in this Series Supplement has a comparable meaning whether used in a
masculine, feminine or gender-neutral form.


 


ARTICLE III

SERVICING


 


SECTION 3.01 
Servicing Compensation. 
The monthly servicing fee (the “Monthly
Servicing Fee”) shall be payable to the Servicer, in arrears, on each
Distribution Date in respect of a Due Period (or portion thereof) occurring
prior to the earlier of the first Distribution Date following the Series
Termination Date and the first Distribution Date on which no Notes are
outstanding, in an amount equal to one-twelfth of the result of (a) 1% multiplied by (b) the aggregate principal amount of Dealer Notes
outstanding as of the last day of such Due Period multiplied by
(c) the Series Allocation Percentage for the Collateral Certificate with
respect to such Due Period.  A portion
of the Monthly Servicing Fee shall be allocated to each series of Notes in
accordance with the related Indenture Supplement (the “Investor Servicing Fee”), and such portion shall be paid in
accordance with such Indenture Supplement and only to the extent of funds
available for such payment pursuant to such Indenture Supplement.  The remainder of the Monthly Servicing Fee,
shall be paid by the Seller and in no event shall the Master Trust, the Master
Trust Trustee or the Series 2004-1 Certificateholder be liable for the share of
the Monthly Servicing Fee to be paid by the Seller.


 


The Servicer will
be permitted, in its sole discretion, to waive all or any portion of the
Monthly Servicing Fee for any Distribution Date by notice to the Master Trust
Trustee and the Indenture Trustee on or before the related Determination Date; provided,  however, that the Servicer
believes that sufficient Series Allocable Finance Charge Collections will be
available on any future Distribution Date to pay the Investor Servicing Fee
relating to the waived Monthly Servicing Fee. 
If the Servicer so waives the Monthly Servicing Fee for any Distribution
Date, the Monthly Servicing Fee and the Investor Servicing Fee for such
Distribution Date shall be deemed to be reduced by the amount so waived for all
purposes of this Series Supplement and the Agreement; provided, however, that such Investor
Servicing Fee shall be paid on a future date solely to the extent amounts are
available therefor pursuant to the applicable Indenture Supplement; and, provided, further that, to the extent any
such waived Investor Servicing Fee is


 


7

















 


so paid, the related portion of the Monthly Servicing Fee to be paid by
the Seller shall be paid by the Seller to the Servicer.


 


SECTION 3.02 
The Servicer to Pay Fees and Expenses of Master Owner Trust Trustee
and Indenture Trustee.  The Servicer
covenants and agrees to pay to from time to time, and each of the Master Owner
Trust Trustee and the Indenture Trustee shall be entitled to receive,
reasonable compensation (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust) for all services
rendered by it in the exercise and performance of any of the powers and duties
of such trustee under the Master Owner Trust Agreement or the Indenture,
respectively, and the Servicer will pay or reimburse the Master Owner Trust
Trustee and the Indenture Trustee (without reimbursement from any Series
Account or otherwise) upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Master Owner Trust Trustee
and the Indenture Trustee in accordance with any of the provisions of the
Master Owner Trust Agreement or the Indenture, respectively,  including the reasonable fees and expenses
of its agents and counsel, except any such expense, disbursement or advance
that is caused by its negligence, bad faith, or willful misconduct.


 


SECTION 3.03 
Servicer Indemnification of the Indenture Trustee and the Master
Owner Trust Trustee.


 


(a)   The Servicer
shall indemnify, defend and hold harmless the Master Owner Trust Trustee, the
Indenture Trustee and the Master Owner Trust from and against any and all
costs, expenses, losses, claims, damages and liabilities to the extent that
such cost, expense, loss, claim, damage or liability arose out of, or was imposed
upon such Person through the negligence, willful misfeasance or bad faith of
the Servicer in the performance of its duties under this Series Supplement, the
Agreement and any other Issuer Documents or by reason of reckless disregard of
its obligations and duties under any of the Issuer Documents.


 


(b)   The Servicer
(other than any successor Servicer who is not an affiliate of the initial
Servicer) shall indemnify, defend and hold harmless each of the Master Owner
Trust Trustee and the Indenture Trustee and each of their respective agents,
officers, directors and servants, from and against all costs, expenses, losses,
claims, damages and liabilities arising out of or incurred in connection with
(x) in the case of the Master Owner Trust Trustee, the Indenture Trustee’s
performance of its duties under the Issuer Documents, (y) in the case of the
Indenture Trustee, the Master Owner Trust Trustee’s performance of its duties
under the Issuer Documents or (z) the acceptance, administration or performance
by, or action or inaction of, the applicable trustee of the rights and duties
contained in this Series Supplement, the Agreement, and the other Issuer
Documents except in each case to the extent that such cost, expense, loss,
claim, damage or liability: (A) is caused by the willful misfeasance, bad faith
or negligence (except for errors in judgment) of the Person seeking to be
indemnified, (B) to the extent otherwise payable to the Indenture Trustee,
arises from the Indenture Trustee’s breach of any of its representations or
warranties in the Indenture or (C) to the extent otherwise payable to the
Master Owner Trust Trustee, arises from the Master Owner Trust Trustee’s breach
of any of its representations or warranties set forth in the Master Owner Trust
Agreement.


 


8

















 


(c)   The Servicer
(other than any successor Servicer who is not an affiliate of the initial
Servicer) will indemnify the Master Owner Trust Trustee in accordance with the
provisions specified in Section 6.9 of the Master Owner Trust
Agreement.


 


(d)   Indemnification
under this Section 3.03 shall survive the resignation or removal of
the Master Owner Trust Trustee or the Indenture Trustee or the termination of
this Series Supplement or the Agreement and shall include reasonable fees and
expenses of counsel and expenses of litigation.  If the Servicer has made any indemnity payment pursuant to this Section 3.03
and the recipient thereafter collects any of such amounts from others, the
recipient shall promptly repay such amounts collected to the Servicer, without
interest.


 


ARTICLE IV

RIGHTS OF SERIES 2004-1 CERTIFICATEHOLDER

AND ALLOCATION AND APPLICATION OF COLLECTIONS


 


SECTION 4.01 
Rights of the Series 2004-1 Certificateholder.  The Collateral Certificate shall represent
fractional undivided interests in the Master Trust, consisting of the right to
receive, to the extent necessary to make the required payments with respect to
the Notes at the times and in the amounts and priorities specified in the
Indenture and the Indenture Supplements, Collections allocated to Series 2004-1
pursuant to Article IV of the Agreement and this Article IV
and funds on deposit in the Collections Account and the Excess Funding Account
allocable to the Series 2004-1 Certificateholder pursuant to Article IV
of the Agreement and this Article IV (collectively, the “Series 2004-1 Certificateholder’ Interest”);
it being understood that the Collateral Certificate shall not represent any
interest in any Series Account or Enhancement for the benefit of any other
Series or Class.  The Servicer shall
apply, or instruct the Master Trust Trustee to apply, all funds on deposit in
the Collections Account and Excess Funding Account allocable to the Collateral
Certificate.


 


SECTION 4.02 
Application of Series Allocable Finance Charge Collections and Series
Allocable Principal Collections.


 


(a)   Application of Series
Allocable Principal Collections.


 


(i)            On each
Business Day, the Master Trust Trustee, acting in accordance with instructions
from the Servicer, shall withdraw from the Collections Account and allocate to
the Deposit Account to the extent required Noteholder Available Principal
Amounts for such Business Day.  Such
Noteholder Available Principal Amounts shall be further allocated and distributed
to each series of Notes in accordance with the Indenture and each Indenture
Supplement related to a series of Notes.


 


(ii)           On each
Business Day, the Master Trust Trustee, acting in accordance with instructions
from the Servicer, shall withdraw from the Collections Account and allocate
Seller Principal Amounts for such Business Day in the following order of
priority: (A) to the extent necessary to maintain the Seller’s Invested Amount
at an amount equal to (or, in the discretion of the Seller, greater than) the
Minimum Seller’s Invested Amount, in the discretion of the Seller, to the
Excess Funding Account or the principal funding accounts for any series of
Notes, (B) in the discretion of the Seller, to


 


9

















 


make payments on
the principal balance of any variable funding certificate or variable funding
note, and (C) to the Seller or the holders of the Seller’s Certificates.


 


(b)   Application of Series
Allocable Finance Charge Collections.


 


(i)            On each
Transfer Date, the Master Trust Trustee, acting in accordance with instructions
from the Servicer, shall withdraw from the Collections Account and allocate to
the Deposit Account Noteholder Available Interest Amounts for the related Due
Period.  Such Noteholder Available
Interest Amounts shall be further allocated and distributed to each series of
Notes in accordance with the Indenture and each Indenture Supplement related to
a series of Notes.


 


(ii)           On each
Transfer Date, the Master Trust Trustee, acting in accordance with instructions
from the Servicer, shall withdraw from the Collections Account and pay to the
Seller or the holders of the Seller’s Certificates the Seller Interest Amounts
for such Transfer Date; provided, however, that if an Excess Cash
Collateral Event occurs with respect to a series and is continuing, then such
amounts (or if there are multiple series of notes for which an Excess Cash
Collateral Event or a similar event requiring an increase in such series’
collateral amount has occurred and is continuing, to each such series pro rata
based on such series’ collateral amount shortfall) will be treated as Series
Available Principal Amounts to the extent necessary to maintain the Seller’s
Invested Amount at an amount not less than the Minimum Seller’s Invested
Amount.


 


SECTION 4.03 
Shared Principal Collections.


 


(a)   On each Business
Day, commencing with the first Business Day following the Closing Date, the
amounts, if any, received on such Business Day by the Master Trust Trustee from
the Indenture Trustee which are designated as Shared Principal Collections
pursuant to the Indenture shall be treated as Shared Principal Collections by
the Master Trust Trustee and allocated (i) to other Series to the extent such
Series provides for the use of Shared Principal Collections in respect of
principal shortfalls, (ii) to the Excess Funding Account to the extent
necessary to maintain the Master Trust Seller’s Interest at an amount equal to
(or, in the discretion of the Seller, greater than) the Minimum Master Trust
Seller’s Interest, (iii) in the discretion of the Seller, to make payments on
the principal balance of any variable funding certificates and (iv) to the
Seller or the holders of the Seller’s Certificates.


 


(b)   On each Business
Day following the Closing Date, the Master Trust Trustee shall, to the extent
provided in the Agreement, transfer to the Indenture Trustee Shared Principal
Collections, if any, in respect of such Business Day equal to the Principal
Shortfall.  If the aggregate amount of
Shared Principal Collections for all Series for such Business Day is less than
the aggregate amount of Principal Shortfalls for all Series entitled to share
Shared Principal Collections for such Business Day, then the amount of Shared
Principal Collections for the Collateral Certificate for such Business Day
shall equal the product of (x) Shared Principal Collections for all Series for
the Distribution Date preceding such Business Day  and (y) a fraction, the numerator of which is the Principal
Shortfall for the Collateral Certificate for the Distribution Date preceding
such Business Day and the denominator of which is the aggregate


 


10

















 


amount of Principal
Shortfalls for all Series entitled to share Shared Principal Collections for
such Business Day.


 


SECTION 4.04 
Excess Interest Collections.


 


(a)   On each Transfer
Date, commencing on July 23, 2004, the amounts, if any, received on such
Transfer Date by the Master Trust Trustee from the Indenture Trustee which are
designated as Excess Interest Collections pursuant to the Indenture shall be
treated as Excess Interest Collections by the Master Trust Trustee and
allocated (i) to other Series to the extent such Series provides for the use of
Excess Interest Collections and (ii) to the Seller or the holders of the
Seller’s Certificates.


 


(b)   On each Transfer
Date, commencing on July 23, 2004, the Master Trust Trustee shall, to the
extent provided in the Agreement, transfer to the Indenture Trustee Excess
Interest Collections, if any, in respect of such Transfer Date equal to the
aggregate amount of Series Available Interest Amounts Shortfalls for each
series of Notes.  If the aggregate
amount of Excess Interest Collections for all Series for such Transfer Date is
less than the aggregate amount of finance charge shortfalls for all Series
entitled to share Excess Interest Collections for such Transfer Date, the
amount of Excess Interest Collections for the Collateral Certificate for such
Transfer Date shall equal the product of (x) Excess Interest Collections for
all Series for such Transfer Date and (y) a fraction, the numerator of which is
the aggregate amount of Series Available Interest Amounts Shortfalls for each
series of Notes for such Transfer Date and the denominator of which is the
aggregate amount of finance charge shortfalls for all Series entitled to share
Excess Interest Collections for such Transfer Date.


 


SECTION 4.05 
Additional Rights upon the Occurrence of Certain Events.  Notwithstanding the provisions of Section 9.02(a)
of the Agreement, if any Insolvency Event occurs with respect to the Seller,
ITEC, NIC or NFC, on the day of such Insolvency Event, the Seller will (subject
to the actions of the Certificateholder) immediately cease to transfer Dealer
Notes to the Master Trust, and promptly give notice to the Master Trust
Trustee, the Master Owner Trust Trustee and the Indenture Trustee of such
Insolvency Event.  Under the terms of
the Agreement, if an insolvency event occurs with respect to the Seller prior
to the date on which the Collateral Certificate issued by the Master Trust has
been paid in full, then within 15 days the Master Trust Trustee shall publish a
notice of such Insolvency Event stating that the Master Trust Trustee intends
to sell, liquidate or otherwise dispose of the Dealer Notes in a commercially
reasonable manner and on commercially reasonable terms, unless within a
specified period of time Certificateholders representing more than 50% of the
aggregate series invested amount of the senior most outstanding Class of
Investor Certificates of each such Series and each person holding a
Supplemental Certificate, instruct the Master Trust Trustee not to sell,
dispose of or otherwise liquidate the Dealer Notes and to continue transferring
Dealer Notes as before such Insolvency Event.


 


SECTION 4.06 
Servicer Transition Fee Account.


 


(a)   The Servicer has
established an Eligible Deposit Account in the name of the Master Trust Trustee
(the “Servicer Transition Fee Account”) and deposited $100,000 of cash
or Eligible Investments therein.  In the
event on any Business Day, the amount on deposit in the


 


11

















 


Servicer Transition Fee
Account shall be less than the Servicer Transition Fee Account Required Deposit
Amount, NFC, as initial Servicer, shall deposit into the Servicer Transition
Fee Account the amount of such shortfall. 
Funds deposited in the Servicer Transition Fee Account shall, to the
extent permitted by applicable laws, rules and regulations, be invested at the
written direction of the Servicer in Eligible Investments.  The Servicer shall be entitled to receive
all investment earnings on the Servicer Transition Fee Account when and as paid
without any obligation to (a) the Master Trust Trustee, (b) the Investor
Certificateholders or (c) the Noteholders, in respect thereof. The Servicer
will not have any obligation to deposit any such amount in any account
established hereunder.  Such amount will
be withdrawn from the Servicer Transition Fee Account and delivered to the
Servicer.


 


(b)   In the event that
a Back Up Servicer shall be appointed pursuant to Section 7.04, the
costs and expenses associated with the Back Up Servicer mapping NFC’s servicing
computer systems shall be paid for with the funds on deposit in the Servicer
Transition Fee Account and, if such funds are not sufficient, shall be paid by
NFC, as initial Servicer.  In addition,
in the event that a Successor Servicer shall be appointed pursuant to Section 10.02
of the Agreement, the set up and servicing transition fees and costs of the
Successor Servicer shall be paid for with funds on deposit in the Servicer
Transition Fee Account and, if such funds are not sufficient, shall be paid by
NFC, as initial Servicer.  If the amount
on deposit in the Servicer Transition Fee Account is insufficient to cover all
of the fees and expenses associated with the transition of the servicing
functions or such monthly fees and expenses, no Person will be obligated to
deposit any additional funds into the Servicer Transition Fee Account. If the
amount on deposit in the Servicer Transition Fee Account on any Business Day,
after giving effect to all deposits or withdrawals therefrom on that date, is
greater than the Servicer Transition Fee Account Required Deposit Amount on
that Business Day, the excess will be withdrawn and distributed to NFC; provided,
however, after the appointment of a Successor Servicer and until all
series of Certificates are no longer Outstanding, no such withdrawals and
distributions to NFC shall be permitted. 
Notwithstanding the foregoing, the Servicer Transition Fee Account may
be closed by the Servicer and the funds on deposit therein returned to the
Servicer upon the Servicer’s receipt of Moody’s consent to such actions.


 


ARTICLE V

REPORTS TO SERIES 2004-1 CERTIFICATEHOLDER


 


SECTION 5.01 
Monthly and Annual Certificateholder’s Statement.


 


(a)   Monthly Series
2004-1 Certificateholder’s Statement. 
At least two Business Days prior to each Distribution Date, the Servicer
will provide to the Master Trust Trustee, the Rating Agencies and the Paying
Agent, and on each Distribution Date, the Paying Agent shall forward to the
Series 2004-1 Certificateholder a Monthly Servicer Certificate and Settlement
Statement substantially in the form of Exhibit B with such changes as
the Servicer shall deem necessary or appropriate, prepared by the Servicer and
delivered to the Master Trust Trustee setting forth, among other things, the
following information:


 


(i)            the
aggregate amount of Collections, including the aggregate amount of Finance
Charge Collections and the aggregate amount of Principal Collections for the
related Due Period;


 


12

















 


(ii)           the
Series Allocation Percentage, the Noteholder Floating Allocation Percentage and
the Noteholder Principal Allocation Percentage for the related Due Period;


 


(iii)          the
total amount of Series Allocable Finance Charge Collections for the related Due
Period and the amount thereof allocated to the Noteholders as Noteholder
Available Interest Amounts and the amount thereof allocated to the Seller on
such Distribution Date;


 


(iv)          the total
amount of Series Allocable Principal Collections for the related Due Period and
the portions thereof allocated to the Noteholders as Noteholder Available
Principal Collections and the amount thereof allocated to the Seller for that
Due Period;


 


(v)           Series
Allocable Dealer Note Losses and Noteholder Allocated Dealer Note Losses for
the related Due Period;


 


(vi)          the amount
of the Investor Servicing Fee to be paid on such Distribution Date;


 


(vii)         the
Invested Amount and Adjusted Invested Amount (after giving effect to all
distributions that will occur on such Distribution Date);


 


(viii)        the
aggregate amount of Dealer Notes and funds on deposit in the Excess Funding
Account as of the end of the last day of the related Due Period (after giving
effect to payments and adjustments made pursuant to Article IV of the
Agreement);


 


(ix)           with
respect to Eligible Investments in the Excess Funding Account, as of the last
day of the related Due Period, the aggregate amount of funds invested in
Eligible Investments in each such Series Account, a brief description of each
such Eligible Investment and amount invested in each such Eligible Investment,
the rate of interest applicable to each such Eligible Investment and the rating
of each such Eligible Investment;


 


(x)            the
Dealers with the five largest aggregate outstanding principal amounts of Dealer
Notes in the Master Trust as of the end of the related Due Period;


 


(xi)           the
aggregate outstanding principal amount of Dealer Notes issued to finance each
of the OEM Vehicles and used vehicles as of the end of the related Due Period;


 


(xii)          the
amount of Shared Principal Collections and Excess Interest Collections
allocated to the Collateral Certificate and to other Series, each for the
related Due Period; and


 


(xiii)         any
other information required to be supplied in the monthly reports pursuant to
any Indenture Supplement.


 


13

















 


(b)   A copy of the
statement provided pursuant to Section 5.01(a) will be made
available for inspection at the Corporate Trust Office.


 


(c)   Annual
Certificateholder’s Tax Statement. 
On or about January 31 of each calendar year, beginning with
calendar year 2005, the Master Trust Trustee shall furnish to the Servicer and
Paying Agent a list of each Person who at any time during the preceding
calendar year was a Series 2004-1 Certificateholder and received any payment
thereon and the dates such Person held a Series 2004-1 Certificate, and the
Paying Agent shall furnish to each such Series 2004-1 Certificateholder a
statement prepared by the Paying Agent containing the information prepared by
the Master Trust Trustee which is required to be contained in the statement to
Series 2004-1 Certificateholder as set forth in Sections 5.02(a)(iii) and
(iv) above, aggregated for such calendar year or the applicable portion
thereof during which such Person was a Series 2004-1 Certificateholder,
together with such other customary information 
as the Master Trust Trustee or the Servicer deems necessary or desirable
to enable the Series 2004-1 Certificateholder to prepare their tax returns,
including information (to be supplied by the Servicer to the Master Trust
Trustee) regarding original issue discount on the Series 2004-1 Certificate, if
any.  Such obligation of the Paying
Agent shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Master Trust Trustee pursuant
to any requirements of the Code as from time to time in effect.


 


ARTICLE VI

EARLY AMORTIZATION EVENTS


 


SECTION 6.01 
No Early Amortization Events. 
There shall be no Early Amortization Events with respect to the
Collateral Certificate, and the Collateral Certificate shall not have an Early
Amortization Period.


 


ARTICLE VII

OTHER SERIES PROVISIONS


 


SECTION 7.01 
Conveyance of Dealer Notes. 
Upon the date on which each Series is either no longer outstanding or
the fully funded date has occurred with respect thereto, the Master Trust
Trustee shall sell, assign and convey to the Seller or its designee, without
recourse, representations or warranty, all right, title and interest of the
Master Trust in the Dealer Notes, whether then existing or thereafter created,
all security interests in the Financed Vehicles with respect thereto, all
monies due or to become due and all amounts received with respect thereto and
all proceeds thereof, except for amounts on deposit in the Collections Account
that are allocable to Investor Certificates and amounts on deposit in any
Series Account.  The Master Trust
Trustee shall execute and deliver such instruments of transfer and assignment,
in each case without recourse, as shall be reasonably requested by the Seller
to vest in the Seller or its designee all right, title and interest which the
Master Trust had in all such property.


 


SECTION 7.02 
Tax Treatment.  The Seller
has entered into the Agreement and this Series Supplement and the Collateral
Certificate has been issued with the intention that the Collateral Certificate
will be treated under applicable tax law as disregarded from the Master Trust
so long as the Collateral Certificate is owned by the Master Owner Trust and
Seller is the sole owner of the Master Trust and the Master Owner Trust (as
determined for federal income


 


14

















 


tax purposes).  Each of the Seller and the Series 2004-1
Certificateholder, by the acceptance of the Collateral Certificate, agrees to
treat the Collateral Certificate as disregarded from the Master Trust so long
as the Collateral Certificate is owned by the Master Owner Trust and Seller is
the sole owner of the Master Trust and the Master Owner Trust, for federal
income taxes, state and local income and franchise taxes and any other taxes
imposed on or measured by income in whole or in part.


 


SECTION 7.03 
Back Up Servicer Trigger Events. 
The occurrence of any of the following events shall be deemed to be a
Back Up Servicer Trigger Event:


 


(a)   any failure by
the Servicer to make any payment, transfer or deposit or to give instructions
to the Master Trust Trustee to make any such payment, transfer or deposit or to
give notice to the Master Trust Trustee as to any action taken under any
Enhancement Agreement on or before the date occurring five Business Days after
the date such payment, transfer or deposit is required to be made or given, as
the case may be, under the terms of the Agreement;


 


(b)   failure on the
part of the Servicer duly to observe or perform in any material respect any
other covenants or material agreements of the Servicer set forth in the
Agreement, which continues unremedied for a period of 30  days after the date on which written
notice of such failure, requiring the same to be remedied, shall have been
given to the Servicer by the Master Trust Trustee;


 


(c)   any
representation, warranty or certification made by the Servicer in the Agreement
or in any certificate delivered pursuant to the Agreement shall prove to have
been incorrect when made, which has a material adverse effect on the rights of
the Holders of the Investor Certificates and which representation, warranty or
certification, or the circumstances or condition which caused such
representation, warranty or certification to be incorrect, continues to be
incorrect or uncured in any material respect for a period of 30  days after the date on which written
notice of such failure, requiring the same to be remedied, shall have been
given to the Servicer by the Master Trust Trustee;


 


(d)   the Servicer
shall file a petition commencing a voluntary case under any chapter of the
Federal bankruptcy laws; or the Servicer shall file a petition or answer or
consent seeking reorganization, arrangement, adjustment, or composition under
any other similar applicable Federal law, or shall consent to the filing of any
such petition, answer, or consent; or the Servicer shall appoint, or consent to
the appointment of a custodian, receiver, liquidator, trustee, assignee,
sequestrator or other similar official in bankruptcy or insolvency of it or of
any substantial part of its property; or the Servicer shall make an assignment
for the benefit of creditors, or shall admit in writing its inability to pay
its debts generally as they become due; or


 


(e)   any order for
relief against the Servicer shall have been entered by a court having
jurisdiction in the premises under any chapter of the federal bankruptcy laws,
and such order shall have continued undischarged or unstayed for a period of 30
days; or a decree or order by a court having jurisdiction in the premises shall
have been entered approving as properly filed a petition seeking
reorganization, arrangement, adjustment, or composition of the Servicer under
any other similar applicable federal law, and such decree or order shall have
continued undischarged or unstayed for a period of 30 days; or a decree or
order of a court having


 


15

















 


jurisdiction in the
premises for the appointment of a custodian, receiver, liquidator, trustee,
assignee, sequestrator, or other similar official in bankruptcy or insolvency
of the Servicer or of any substantial part of its property, or for the winding
up or liquidation of its affairs, shall have been entered, and such decree or
order shall have remained in force undischarged or unstayed for a period of 30  days.


 


Notwithstanding
the foregoing, a delay in or failure of performance under Section 7.03(a)
for a period of 10 days or under Section 7.03(b) or (c) for a
period of 60 Business Days, shall not constitute a Backup Servicer Trigger
Event if such delay or failure could not be prevented by the exercise of
reasonable diligence by the Servicer and such delay or failure was caused by an
act of God or the public enemy, acts of declared or undeclared war, public
disorder, rebellion or sabotage, epidemics, landslides, lightning, fire,
hurricanes, earthquakes, floods or similar causes.  The preceding sentence shall not relieve the Servicer from using
its best efforts to perform its respective obligations in a timely manner in
accordance with the terms of the Agreement and the Servicer shall provide the
Master Trust Trustee, the Seller and the Certificateholders with an Officer’s
Certificate giving prompt notice of such failure or delay by it, together with
a description of its efforts so to perform its obligations.


 


SECTION 7.04 
Back Up Servicer.


 


(a)   No later than the
date on which it delivers the reports specified in Section 3.06 of
the Agreement beginning in April 2005 and annually thereafter, NFC, as
Servicer, shall deliver to the Master Trust Trustee and each of the Rating
Agencies a list of not less than two potential servicers, each of which shall
meet the criteria specified for a Successor Servicer set forth in Section 10.02
of the Agreement.  Such list shall
include an estimate from each such potential servicer of (A) its fees and
expenses for becoming a back up servicer, at which time its sole obligation
will be to perform systems data mapping of NFC’s servicing computer systems
with respect to the Dealer Notes (a “Back Up Servicer”), (B) its
one-time set up servicing transition fees and costs for assuming the role of
Successor Servicer under the Agreement, and (C) its monthly fees and expenses
for performing the functions of a Successor Servicer (including physical
inventory checks of Dealers).


 


As soon as
reasonably practicable after the occurrence of a Back Up Servicer Trigger
Event, the Master Trust Trustee shall retain a third-party Back Up Servicer
from the list of potential servicers most recently delivered by the Servicer to
the Master Trust Trustee who meets the criteria specified for a Successor
Servicer as set forth in Section 10.02 of the Agreement and who
agrees to become a Successor Servicer if appointed by the Master Trust Trustee
pursuant to Section 10.02 of the Agreement or, if the potential
servicers on such list do not meet the eligibility criteria or are unwilling be
become the Successor Servicer, such other Person who meets those
requirements.  Unless and until a
Servicer Termination Event occurs and the Back Up Servicer is appointed as the
Successor Servicer, the sole obligation of the Back Up Servicer will be to
perform systems data mapping of NFC’s servicing computer systems.


 


SECTION 7.05 
Additional Notices.  The
Seller shall give each of the Rating Agencies prompt written notice of the
occurrence of an Insolvency Event with respect to the Seller of which it
becomes aware.  The Seller shall give
the Master Trust Trustee prompt written notice of any Lien on the Dealer Notes
of which it becomes aware other than those created or permitted


 


16

















 


under the Agreement;
provided, however, nothing in this Section 7.05 shall prevent or be deemed
to prohibit the Seller from suffering to exist upon any of the Dealer Notes any
Liens for municipal or other local taxes if such taxes shall not at the time be
due and payable or if such Seller shall currently be contesting the validity
thereof in good faith by appropriate proceedings and shall have set aside on
its books adequate reserves with respect thereto.


 


ARTICLE VIII

FINAL DISTRIBUTIONS


 


SECTION 8.01 
Sale of Investors’ Interest Pursuant to Section 2.07 of the
Agreement; Distributions Pursuant to Section 2.07 or 12.03 of the
Agreement.


 


(a)   The amount to be
paid by the Seller to the Collections Account with respect to the Collateral
Certificate in connection with a purchase of the Certificateholders’ Interest
pursuant to Section 2.07 of the Agreement shall equal the
Reassignment Amount for the Distribution Date on which such purchase occurs.


 


(b)   The Reassignment
Amount, if any, deposited into the Collections Account pursuant to this Section 8.01
or Section 2.07 of the Agreement or any proceeds deposited into the
Collections Account pursuant to Section 12.03(c) of the Agreement,
shall be allocated and distributed by the Master Trust Trustee in accordance
with the Indenture.


 


(c)   Notwithstanding
any other provision to the contrary in this Series Supplement or the Agreement,
the entire amount distributed pursuant to Section 8.01(b) shall be
deemed to be a final distribution pursuant to Section 12.03 of the
Agreement with respect to the Collateral Certificate.


 


SECTION 8.02 
Distribution of Proceeds of Sale, Disposition or Liquidation of the Dealer
Notes Pursuant to Section 9.02 of the Agreement.


 


(a)   Not later than
12:00 noon, New York City time, on the Distribution Date following the date on
which the Insolvency Proceeds are deposited into the Collections Account
pursuant to Section 9.02(b) of the Agreement, the Master Trust
Trustee shall first (in each case, after giving effect to any deposits and
distributions otherwise to be made on such Distribution Date) deduct an amount
equal to the Invested Amount on such Distribution Date from the portion of the
Insolvency Proceeds allocated to Series Allocable Principal Collections and
distribute such amount to the Indenture Trustee for application pursuant to the
Indenture and Indenture Supplements; provided
that the amount of such distribution shall not exceed the product of (x) the
portion of the Insolvency Proceeds allocated to Series Allocable Principal
Collections and (y) the Noteholder Floating Allocation Percentage with respect
to the related Due Period.  The
remainder of the portion of the Insolvency Proceeds allocated to Series
Allocable Principal Collections shall be allocated to the Master Trust Seller’s
Interest and shall be distributed on such Distribution Date to the Seller.


 


(b)   Not later than
12:00 noon, New York City time, on such Distribution Date, the Master Trust
Trustee shall deduct (in each case, after giving effect to any deposits and
distributions otherwise to be made on such Distribution Date) an amount equal
to the portion of the Insolvency Proceeds allocated to Series Allocable Finance
Charge Collections and distribute


 


17

















 


such amount to the
Indenture Trustee for application pursuant to the Indenture and Indenture
Supplements; provided that the
sum of such deposits shall not exceed the product of (x) the portion of the
Insolvency Proceeds allocated to Series Allocable Finance Charge Collections
and (y) the Noteholder Floating Allocation Percentage with respect to the
related Due Period.  The remainder of
the portion of the Insolvency Proceeds allocated to Series Allocable Finance
Charge Collections shall be allocated to the Master Trust Seller’s Interest and
shall be distributed on such Distribution Date to the Seller.


 


(c)   Notwithstanding
anything to the contrary in this Series Supplement or the Agreement, the entire
amount distributed pursuant to this Section 8.02 shall be deemed to
be a final distribution pursuant to Section 12.03 of the Agreement
with respect to the Collateral Certificate.


 


ARTICLE IX

MISCELLANEOUS PROVISIONS


 


SECTION 9.01 
Ratification of Agreement. 
As supplemented by this Series Supplement, the Agreement is in all
respects ratified and confirmed and the Agreement as so supplemented by this
Series Supplement shall be read, taken and construed as one and the same
instrument.


 


SECTION 9.02 
Counterparts.  This Series
Supplement may be executed in two or more counterparts (and by different
parties on separate counterparts) each of which shall be an original, but all
of which together shall constitute one and the same instrument.


 


SECTION 9.03 
GOVERNING LAW.  THIS SERIES SUPPLEMENT SHALL BE CONSTRUED, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED,
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, EXCEPT THAT THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE MASTER TRUST TRUSTEE SHALL BE DETERMINED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
CONFLICT OF LAW PROVISIONS.


 


SECTION 9.04  Tax Disclosure. 
Each of the undersigned parties agrees to comply with Section 14.11
of the Indenture.


 


SECTION 9.05 
Consent to Amendment.  By
the acceptance of the Collateral Certificate, the Series 2004-1
Certificateholder, on its own behalf and on behalf of each Noteholder (as
defined in the Indenture) hereby consents to the following amendments of the
Agreement:


 


(a)   The definition of
“Dealer Note” in Section 1.01 of the Agreement is hereby deleted in
its entirety and replaced with the following:


 


“Dealer Note” shall mean a promissory note
acquired by NFC to finance (i) an International Vehicle or an OEM Vehicle
purchased by a Dealer or (ii) a used truck, truck body, bus or trailer or a new
trailer for which NFC chooses to provide financing to a Dealer.  When used herein, unless the context
otherwise requires,


 


18

















 


“Dealer Notes” shall refer to those Dealer Notes which are held by the
Master Trust.


 


(b)   Clause (v) of the
definition of “Eligible Dealer Note” in Section 1.01 of the
Agreement is hereby deleted in its entirety and replaced with the following:


 


(v)           which finances a new
class 3 or higher truck, truck body or bus produced by or for a member of the
Navistar Group or an OEM Supplier, a new or used trailer, or a used class 3 or
higher truck, truck body or bus.


 


(c)   The definition of
“International Vehicles” in Section 1.01 of the Agreement is hereby
deleted in its entirety and replaced with the following:


 


“International Vehicles”
shall mean any truck, truck body, bus or trailer produced by, or for, ITEC or
an affiliate of ITEC and sold by ITEC to Dealers.


 


(d)   The definition of
“OEM Vehicle” in Section 1.01 of the Agreement is hereby deleted in
its entirety and replaced with the following:


 


“OEM Vehicles”
shall mean a new truck, truck body, bus or trailer manufactured by, or for, a
manufacturer other than ITEC.


 


For the purpose of
any vote or consent under the Pooling and Servicing Agreement or any supplement
thereto, the rules of construction set forth in Section 10.07 of
the Indenture shall apply.


 


19

















 


IN WITNESS
WHEREOF, the Seller, the Servicer  and
the Master Trust Trustee have caused this Series Supplement to be duly executed
by their respective officers as of the day and year first above written.


 


	
   

  	
  NAVISTAR
  FINANCIAL SECURITIES

  CORPORATION

  as Seller

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew J. Cederoth

  
	
   

  	
  Name:

  	
  Andrew J. Cederoth

  
	
   

  	
  Title:

  	
  Vice President and
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NAVISTAR
  FINANCIAL CORPORATION

  as Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew J. Cederoth

  
	
   

  	
  Name:

  	
  Andrew J. Cederoth

  
	
   

  	
  Title:

  	
  Vice President and
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  BANK OF NEW YORK

  as Master Trust Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jonathan Farber

  
	
   

  	
  Name:

  	
  Jonathan Farber

  
	
   

  	
  Title:

  	
  Assistant Treasurer

  



 

















 


EXHIBIT A


 


FORM
OF SERIES 2004-1 CERTIFICATE


 


Certificate No. R-1


 


NAVISTAR FINANCIAL
DEALER NOTE MASTER TRUST


 


SERIES 2004-1
DEALER NOTE

ASSET BACKED CERTIFICATE


 


evidencing a
fractional undivided interest in certain assets of the


 


NAVISTAR FINANCIAL
DEALER NOTE MASTER TRUST,


 


This certifies
that
                             
(the “Certificateholder”), is the registered owner of a fractional undivided
interest in certain assets of the NAVISTAR FINANCIAL DEALER NOTE MASTER TRUST
(the “Master Trust”) created pursuant to a Pooling and Servicing Agreement
dated as of June 8, 1995 (and as amended and supplemented from time to
time, the “PSA”), by and among Navistar Financial Corporation (“NFC”), as
Servicer, Navistar Financial Securities Corporation (“NFSC” or the “Seller”),
as Seller, and The Bank of New York, as Master Trust Trustee (the “Master Trust
Trustee”), as supplemented by the Series 2004-1 Supplement dated as of
June 10, 2004 (the “Series Supplement”) among the Seller, NFC and the
Master Trust Trustee, which assets are allocated to the Certificateholders’
Interest pursuant to the PSA and the Series Supplement.  The PSA and the Series Supplement are
hereinafter collectively referred to as the “Pooling and Servicing Agreement.”  The corpus of the Master Trust will include:


 


(a)           the Seller’s right,
title, and interest in and to all available Eligible Dealer Notes existing on
each Business Day and owned by the Seller, all monies due (including accrued
finance charges) or to become due with respect thereto and all proceeds (as
defined in Section 9-102 of the UCC) of such Dealer Notes, the Seller’s
interest in the security interests in the Financed Vehicles related to such
Dealer Notes granted by Dealers pursuant to the Dealer Agreements and any
accessions to such security interests, the Seller’s interest in the
Insurance Proceeds;


 


(b)           any Enhancements; and


 


(c)           all
other assets and interests constituting the Master Trust.


 

















 


This certificate (a “Certificate”) does not represent an interest in or
obligation of NFSC, NFC, Navistar International Corporation, a Delaware
corporation, International Truck and Engine Corporation, a Delaware
corporation, or any affiliate thereof.


 


Capitalized terms
used but not defined herein have the meanings set forth in the Pooling and
Servicing Agreement.


 


Unless the
certificate of authentication hereon has been executed by or on behalf of
Master Trust Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.


 


THIS
CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
THE STATE OF ILLINOIS, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 

















 


IN WITNESS WHEREOF, the
Seller has caused this Certificate to be duly executed.


 


	
   

  	
  NAVISTAR FINANCIAL

  SECURITIES CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Andrew J. Cederoth

  	
   

  
	
   

  	
  Title:

  	
  Vice President and
  Treasurer

  	
   

  
	
   

  	
   

  
	
  Dated: June 10,
  2004

  	
   

  
					



 


 


MASTER TRUST
TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the
Certificates described in the within-mentioned Pooling and Servicing Agreement.


 


THE BANK OF NEW YORK,


as Master Trust Trustee


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  



 

















 


EXHIBIT B


 


FORM OF MONTHLY
SERVICER AND SETTLEMENT CERTIFICATE


 


DEALER NOTE MASTER
TRUST


 












 


DEALER NOTE


ASSET BACKED
CERTIFICATE,


SERIES 2004-1


 












 


Under the Series
2004-1 Supplement dated as of June 10, 2004 (the “Supplement”) by and
among Navistar Financial Corporation, (“NFC”), Navistar Financial Securities
Corporation (“NFSC”) and The Bank of New York, as trustee (the “Master Trust
Trustee”) to the Pooling and Serving Agreement dated as of June 8, 1995
(as amended and supplemented, the “Agreement”) by and among NFC, NFSC, and the
Master Trust Trustee, the Master Trust Trustee is required to prepare certain
information each month regarding current distributions to certain accounts and
payments to the Series 2004-1 Certificateholder as well as the performance of
the Master Trust during the previous month. 
The information which is required to be prepared with respect to the
Distribution Date of
               ,
    , the Transfer Date of
             ,
            and with respect
to the performance of the Master Trust during the Due Period ended on
          ,
        and the Distribution Period ended
            ,       
is set forth below.  Certain of the
information is presented on the basis of an original principal amount of $1,000
per Investor Certificate.  Certain other
information is presented based on the aggregate amounts for the Master Trust as
a whole.  Capitalized terms used but not
otherwise defined herein shall have the meanings assigned to such terms in the
Agreement and the Supplement.


 


1.             NFC is Servicer under
the Agreement.


 


2.             The undersigned is a
Servicing Officer.


 


3.             Master Trust
Information.


 


	
  3.1

  	
   

  	
  The amount of the
  Advance, if any, for the Due Period

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.2

  	
   

  	
  The amount of ITEC
  Finance Charges for the Due period

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.3

  	
   

  	
  The average daily
  balance of Dealer Notes outstanding during the Due Period

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.4

  	
   

  	
  The total amount of
  Advance Reimbursements for the Due Period

  	
   

  	
  $

  	
   

  



 

















 


	
  3.5

  	
   

  	
  The aggregate principal
  amount of Dealer Notes repaid during the Due Period

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.6

  	
   

  	
  The aggregate principal
  amount of Dealer Notes purchased by the Master Trust during the Due Period

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.7

  	
   

  	
  The amount of the
  Servicing Fee for the Due Period

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.8

  	
   

  	
  The average daily
  Master Trust Seller’s Interest during the Due Period

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.9

  	
   

  	
  The Master Trust
  Seller’s Interest as of the Distribution Date (after giving effect to the
  transactions set forth in Article IV of the Supplement)

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.10

  	
   

  	
  The aggregate amount of
  Collections for the Due Period

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.11

  	
   

  	
  The aggregate amount of
  Finance Charge Collections for the Due Period

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.12

  	
   

  	
  The aggregate amount of
  Principal Collections for the Due Period

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.13

  	
   

  	
  The amount of Dealer
  Note Losses for the Due Period

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.14

  	
   

  	
  The aggregate amount of
  Dealer Notes as of the last day of the Due Period

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.15

  	
   

  	
  The aggregate amount of
  funds on deposit in the Excess Funding Account as of the end of the last day
  of the Due Period (after giving effect to the transactions set forth in Article IV
  of the Supplement and Article IV of the Agreement)

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.16

  	
   

  	
  Eligible Investments in
  the Excess Funding Account:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  The aggregate amount of
  funds invested in Eligible Investments

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b.

  	
  Description of each
  Eligible Investment:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c.

  	
  The rate of interest
  applicable to each such Eligible Investment

  	
   

  	
   

  	
  %

  



 

















 


	
   

  	
   

  	
   

  	
  d.

  	
  The rating of each such
  Eligible Investment

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.17

  	
   

  	
  The aggregate amount of
  Dealer Notes issued to finance OEM Vehicles, as of the end of the Due Period

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.18

  	
   

  	
  The Dealers with the
  five largest aggregate outstanding principal amounts of Dealer Notes in the
  Master Trust as of the end of the Due Period:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  i)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ii)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  iii)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  iv)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  v)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.19

  	
   

  	
  The aggregate amount of
  Dealer Notes issued to finance used vehicles, as of the end of the Due Period

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.20

  	
   

  	
  The aggregate amount of
  funds on deposit in the Servicer Transition Fee Account as of the end of the
  last day of the Due Period (after giving effect to the transactions set forth
  in Article IV of the Supplement)

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.21

  	
   

  	
  Eligible Investments in
  the Servicer Transition Fee Account:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  a.

  	
  The aggregate amount of
  funds invested in Eligible Investments

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  b.

  	
  Description of each
  Eligible Investment:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  c.

  	
  The rate of interest
  applicable to each such Eligible Investment

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  d.

  	
  The rating of each such
  Eligible Investment

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  Series 2004-1
  Information.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
   

  	
  The Invested Amount as
  of the Distribution Date (after giving effect to the transactions set forth
  in Article IV of the Supplement and to the payments made on the
  Distribution Date)

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.2

  	
   

  	
  The Adjusted Invested
  Amount as of the Distribution Date (after giving effect to the transactions
  set forth in Article IV of the Supplement and to the payments made on
  the Distribution Date)

  	
   

  	
  $

  	
   

  



 

















 


	
   

  	
  4.3

  	
   

  	
  The amount of Seller’s
  Invested Amount for the Due Period

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.4

  	
   

  	
  The amount of Series
  Allocable Dealer Notes Losses for the Due Period

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.5

  	
   

  	
  The amount of Series
  Allocable Finance Charge Collections for the Due Period

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.6

  	
   

  	
  The amount of Series
  Allocable Principal Collections for the Due Period

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.7

  	
   

  	
  The amount of
  Noteholder Allocated Dealer Note Losses Principal Collections for the Due
  Period

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.8

  	
   

  	
  The amount of
  Noteholder Available Interest Amounts for the Due Period

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.9

  	
   

  	
  The amount of
  Noteholder Available Principal Amounts for the Due Period

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.10

  	
   

  	
  The aggregate amount of
  the Principal Shortfall, if any, for the Due Period

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.11

  	
   

  	
  The aggregate amount of
  Seller Interest Amounts for the Due Period

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.12

  	
   

  	
  The aggregate amount of
  Series Available Interest Amounts Shortfall for each Series of Notes

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.13

  	
   

  	
  The aggregate amount of
  Seller Principal Amounts for the Due Period

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.14

  	
   

  	
  The Reassignment Amount
  as of the Transfer Date

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.15

  	
   

  	
  The Minimum Seller’s
  Invested Amount as of the Distribution Date (after giving effect to the
  transactions set forth in Article IV of the Supplement)

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.16

  	
   

  	
  The Minimum Series
  Seller’s Interest as of the Distribution Date (after giving effect to the
  transactions set forth in Article IV of the Supplement)

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.17

  	
   

  	
  The Series Allocation
  Percentage with respect to Series 2004-1 for the Due Period

  	
   

  	
   

  	
  %

  



 

















 


	
   

  	
  4.18

  	
   

  	
  The Noteholder Floating
  Allocation Percentage for the Due Period

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.19

  	
   

  	
  The Noteholder
  Principal Allocation Percentage, if applicable, for the Due Period

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.20

  	
   

  	
  The total amount to be
  distributed on the Series 2004-1 Certificate on the Distribution Date

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.21

  	
   

  	
  The total amount, if
  any, to be distributed on the Series 2004-1 Certificate on the Distribution
  Date allocable to the Invested Amount

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.22

  	
   

  	
  The total amount, if
  any, to be distributed on the Series 2004-1 Certificate on the Distribution
  Date allocable to interest on the Series 2004-1 Certificate

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.23

  	
   

  	
  The amount of the
  Investor Servicing Fee to be paid on such Distribution Date

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.24

  	
   

  	
  The amount of
  Investment Income with respect to the Series 2004-1 Certificate for the Due
  Period

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.25

  	
   

  	
  The amount of Excess
  Interest Collections for the Due Period

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.26

  	
   

  	
  The amount of Excess
  Interest Collections for the Due Period allocated to other Series of Investor
  Certificates

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.27

  	
   

  	
  The amount of Excess
  Interest Collections transferred to the Indenture Trustee for payment of
  finance charge shortfalls

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.28

  	
   

  	
  The amount of
  Noteholder Available Principal Amounts treated as Shared Principal
  Collections for the Due Period

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.29

  	
   

  	
  The amount of all
  Shared Principal Collections allocated to Series 2004-1 for the Due Period

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.30

  	
   

  	
  The amount of all
  Shared Principal Collections allocated to other Series for the Due Period

  	
   

  	
  $

  	
   

  



 

















 


IN WITNESS
WHEREOF, the undersigned has duly executed and delivered this certificate this
          day
of                    ,      .


 


	
   

  	
  NAVISTAR FINANCIAL
  CORPORATION,

  
	
   

  	
  as
  Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its: