Exhibit
4.4


 


EXECUTION COPY


 




 





 


ADMINISTRATION AGREEMENT


 


 


AMONG


 


 


NAVISTAR FINANCIAL DEALER
NOTE MASTER OWNER TRUST

ISSUER


 


 


AND


 


 


NAVISTAR FINANCIAL
CORPORATION

ADMINISTRATOR


 


 


AND


 


 


THE BANK OF NEW YORK

INDENTURE TRUSTEE


 


 


DATED AS OF JUNE 10, 2004


 




 





 

















 


This
ADMINISTRATION AGREEMENT, among NAVISTAR FINANCIAL DEALER NOTE MASTER OWNER
TRUST, a Delaware business  trust (the “Issuer”),
NAVISTAR FINANCIAL CORPORATION, a 
Delaware corporation, as administrator (the  “Administrator”), and THE BANK OF NEW YORK, a New York
banking  corporation, not in its
individual capacity but solely as Indenture Trustee (the “Indenture Trustee”),
is made and entered into as of June 10, 2004.


 


W I T N E S S E T H :


 


WHEREAS, the
Issuer has entered into the Indenture, dated as of June 10, 2004 (as amended
and supplemented from time to time, the “Indenture”), between the Issuer
and the Indenture Trustee, pursuant to which the Issuer may from time to time
issue its Dealer Note Asset Backed Notes (the “Notes”) in one or more
Series, the terms of which will be set forth in the related Indenture
Supplement (capitalized terms used and not otherwise defined herein shall have
the meanings assigned to such terms in the Indenture);


 


WHEREAS, the
Issuer will enter into indenture supplements from time to time (as amended and
supplemented from time to time, each an “Indenture Supplement”), between
the Issuer and the Indenture Trustee for the issuance of a Series of Notes;


 


WHEREAS, the
Issuer will enter into from time to time a Letter of Representations (as
amended and supplemented from time to time, each a “Note Depository
Agreement”), among the Issuer, the Indenture Trustee and The Depository
Trust Company relating to a Series of Notes (each Note Depository Agreement,
the Indenture and each Indenture Supplement being referred to hereinafter
collectively as the “Related Issuer Documents”);


 


WHEREAS, pursuant
to the Related Issuer Documents, the Issuer and the Master Owner Trust Trustee
are required to perform certain duties in connection with (a) the Notes and the
collateral therefor pledged pursuant to the Indenture (the “Collateral”)
and (b) the beneficial ownership interests in the Issuer (the registered
holders of such interests being referred to herein as the “Owners”);


 


WHEREAS, the
Issuer and the Master Owner Trust Trustee desire to have the Administrator
perform certain of the duties of the Issuer and the Master Owner Trust Trustee
referred to in the preceding clause and to provide such additional services
consistent with the terms of this Agreement and the Related Issuer Documents as
the Issuer and the Master Owner Trust Trustee may from time to time request;
and


 


WHEREAS, the
Administrator has the capacity to provide the services required hereby and is
willing to perform such services for the Issuer and the Master Owner Trust
Trustee on the terms set forth herein;


 


NOW, THEREFORE, in
consideration of the mutual covenants contained herein, and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows:


 

















 


1.                                       Duties
of the Administrator.


 


(a)           Duties with Respect to each Note
Depository Agreement, the Indenture and each Indenture Supplement.


 


(i)            The Administrator agrees to perform
all the duties of the Issuer and the Master Owner Trust Trustee under each Note
Depository Agreement. In addition, the Administrator shall consult with the
Master Owner Trust Trustee regarding the duties of the Issuer or the Master
Owner Trust Trustee under the Indenture, each Indenture Supplement and each
Note Depository Agreement as reasonably practicable. The Administrator shall
monitor the performance of the Issuer and shall advise the Master Owner Trust
Trustee when action is necessary to comply with the Issuer’s or the Master
Owner Trust Trustee’s duties under the Indenture, each Indenture Supplement and
each Note Depository Agreement. The Administrator shall prepare for execution
by the Issuer, or shall cause the preparation by other appropriate persons of,
all such documents, reports, filings, instruments, certificates and opinions
that it shall be the duty of the Issuer or the Master Owner Trust Trustee to
prepare, file or deliver pursuant to the Indenture, each Indenture Supplement
or each Note Depository Agreement. In furtherance of the foregoing, the
Administrator shall take all appropriate action that is the duty of the Issuer
or the Master Owner Trust Trustee to take pursuant to the Indenture including,
without limitation, such of the foregoing as are required with respect to the
following matters under the Indenture or an Indenture Supplement:


 


(A)          the delivery of an Officer’s
Certificate and a Master Owner Trust Opinion of  Counsel as to compliance with the Indenture (Indenture Section
1.02);


 


(B)           the delivery to the Indenture Trustee
of the Issuer Certificate (Indenture Section 2.02);


 


(C)           the preparation of or obtaining of
the documents and  instruments required
for authentication of the Notes and delivery of the same to the Indenture
Trustee (Indenture Sections 2.04 and 2.05);


 


(D)          the duty to cause the Note Register to
be kept and to give the Indenture Trustee notice of any appointment of a new
Note  Registrar and the location, or
change in location, of the Note 
Register (Indenture Section 3.05);


 


(E)           the delivery to the Indenture Trustee
and the Note Rating Agencies of a Tax Opinion, and certain other documents
related to a new issuance of Notes (Indenture Section 3.10);


 


(F)           the receipt of a confirmation from
the Note Rating Agencies and the delivery to the Trustee and the Note Rating
Agencies of a Tax Opinion in regard to a 
change in the subordination or Overcollateralization Amount for any
class of Notes  (Indenture Section
3.11);


 


(G)           the duty to cause to be established
and maintained the Deposit Account (Indenture Section 4.02);


 


(H)          the giving of written directions to
the Paying Agent regarding investment of funds on deposit in the Accounts (Indenture
Section 4.03);


 


3

















 


(I)            the giving of demand to the
Indenture Trustee to execute proper instruments acknowledging satisfaction and
discharge of the Indenture, and delivery to the Indenture Trustee of an
Officer’s Certificate and a Master Owner Trust Opinion of  Counsel regarding the satisfaction and
discharge of the Indenture  (Indenture
Section 6.01);


 


(J)            the reduction of the Investor
Interest of the Collateral Certificate in connection with the cancellation of a
Note (Indenture Section 6.03);


 


(K)          the approval of the appointment of an
Authenticating Agent (Indenture Section 8.14);


 


(L)           the preparation of required tax
information and delivery  thereof to the
Indenture Trustee (Indenture Section 8.15);


 


(M)         the furnishing to the Indenture Trustee
of the names and  addresses of
Noteholders during any period when the Indenture Trustee is not the Note
Registrar (Indenture Section 9.01);


 


(N)          the preparation and, after execution
by the Issuer, the filing with the Commission, any applicable state agencies
and the Indenture Trustee of documents required to be filed on a periodic basis
with, and summaries thereof as may be required by rules and  regulations prescribed by, the Commission
and any applicable state agencies and the transmission of such summaries, as
necessary, to  the Noteholders (Indenture
Section 9.05);


 


(O)          the completion and delivery to the
Indenture Trustee, Master Trust Trustee and the Note Rating Agencies of the
monthly servicer and settlement certificate (Indenture Supplement);


 


(P)           the delivery of a Tax Opinion and an
Officer’s Certificate, in connection with the amendment of the Indenture or any
Indenture Supplement or entering into a supplemental Indenture (Indenture
Sections 10.01 and 10.02);


 


(Q)          the delivery to the Indenture Trustee
of a Tax Opinion in connection with the execution of any Indenture Supplement (Indenture
Section 10.03);


 


(R)           the duty to cause newly appointed
Paying Agents, if any, to  deliver to
the Indenture Trustee the instrument specified in the  Indenture regarding funds held in trust (Indenture Section
11.03);


 


(S)           the delivery to the Indenture Trustee
and the Note Rating Agencies of an annual compliance statement as specified in
the Indenture (Indenture Section 11.04);


 


(T)           the doing or causing to be done of
all things necessary to preserve and keep in full force and effect the Issuer’s
legal existence (Indenture Section 11.05);


 


(U)          at the request of the Indenture
Trustee, to execute and  deliver such
further instruments and do such further acts as may be  reasonably necessary or proper to carry out
more effectively the  purpose of the
Indenture (Indenture Section 11.06);


 


4

















 


(V)           the provision of any information to
satisfy the conditions set forth in Rule 144A(d)(4) under the Securities
Exchange Act as applicable (Indenture Section 11.12);


 


(W)         the delivery to the Indenture Trustee
of an Officer’s Certificate and a Master Owner Trust Tax Opinion in connection
with the  consolidation or merger of the
Issuer, or conveyance or transfer of any of its properties substantially as an
entirety to any Person (Indenture Section 11.14);


 


(X)          the taking of all actions necessary to
obtain and maintain a perfected lien on and security interest in the Collateral
in favor of the Indenture Trustee, and all related actions listed in Section
13.01 of the Indenture (Indenture Section 13.01);


 


(Y)           the recording of the Indenture, if
applicable (Indenture Section 13.01);


 


(Z)           delivery of an Officer’s Certificate
in connection with  the release of the
Collateral (Indenture Section 13.07);


 


(AA)       delivery of each Master Owner Trust
Opinion of Counsel regarding the Collateral (Indenture Section 13.09);


 


(BB)        the identification to the Indenture
Trustee in an Officer’s Certificate of a Person with whom the Issuer has  contracted to perform its duties under the
Indenture (Indenture  Section 13.10);


 


(CC)        the delivery to the Indenture Trustee of
a copy of each  agreement with a
Noteholder to provide for a method of payment or  notices different from that provided for in the Indenture (Indenture
Section 14.06);


 


(DD)       the calculation of the Nominal
Liquidation Amount of each  Series of
Notes and the Overcollateralization Amount (Indenture Supplement);


 


(EE)         the appointment and removal of the
Calculation Agent (Indenture 
Supplement);


 


(FF)         the delivery of notice to the Indenture
Trustee and Note Rating Agencies of each Event of Default under the Indenture (Indenture
Sections 7.01 and 8.02);


 


(GG)        the direction to the Paying Agents to
pay to the Indenture Trustee all sums held in trust by such Paying Agent (Indenture
Section 11.03);


 


(HH)       the duty to cause the Issuer to maintain
an office, agency or Paying Agent as set forth in the Indenture and to give the
Indenture Trustee notice of the location or change in location of such office
or agency (Indenture Section 11.02);


 


(II)           the preparation of temporary Notes of
any class (Indenture Section 3.04);


 


5

















 


(JJ)          the execution of a new Note in
exchange for or in lieu of any mutilated, destroyed, lost or stolen Note (Indenture
Section 3.06);


 


(KK)       the appointment of a successor Indenture
Trustee in event of vacancy in the office of the Indenture Trustee and the
provision of notice to each Note Rating Agency of such vacancy and appointment
(Indenture Section 8.10);


 


(LL)         the provision of written notice to the
Note Rating Agencies of any merger, conversion, consolidation or succession
with respect to the Indenture Trustee (Indenture Section 8.12);


 


(MM)     the notification of the Indenture Trustee
when the Notes are admitted to trading on any stock exchange (Indenture
Section 9.03);


 


(NN)       the execution and delivery of the Notes
to the Indenture Trustee for authentication (Indenture Supplement);


 


(OO)       the reallocation and redistribution of
certain Excess Available Interest Amounts to cover shortfalls in Series Available
Interest Amounts (Indenture Section 5.03);


 


(PP)         the reallocation and redistribution of
certain Excess Available Principal Amounts to cover shortfalls in Series
Available Principal Amounts (Indenture Section 5.02);


 


(QQ)       the duty to cause the Issuer to comply
with the requirements of applicable laws (Indenture Section 11.07); and


 


(RR)        the provision of written notice to the
Indenture Trustee and the Note Rating Agencies of each Event of Default (Indenture
Section 11.08).


 


(ii)           The Administrator will indemnify the
Master Owner Trust Trustee and the Indenture Trustee and their agents for, and
hold them harmless against, any losses, liability or expense incurred  without negligence or bad faith on their
part, arising out of or in  connection
with the acceptance or administration of the transactions contemplated by the
Master Owner Trust Agreement and the Indenture, respectively, including the
reasonable costs and expenses of defending themselves against any claim or
liability in connection with the exercise or performance of any of their powers
or duties under the Master Owner Trust Agreement and the Indenture,
respectively.


 


(b)           Additional Duties.


 


(i)            In addition to the duties of the
Administrator set forth above, the Administrator shall perform such calculations
and shall prepare for execution by the Issuer or the Master Owner Trust Trustee
or shall cause the preparation by other appropriate Persons of all such
documents, reports, filings, instruments, certificates, notices and opinions as
it shall be the duty of the Issuer or the Master Owner Trust Trustee to
prepare, file or deliver pursuant to the Related Issuer Documents, and at the
request of the Master Owner Trust Trustee shall take all 


 


6

















 


appropriate action
that it is the duty of the Issuer or the Master Owner Trust Trustee to take
pursuant to the Related Issuer Documents. 
Subject to Section 5 of this Agreement, and in accordance with
the directions of the Master Owner Trust Trustee, the Administrator shall
administer, perform or supervise the performance of such other activities in
connection with the Collateral (including the Related Issuer Documents) as are
not covered by any of the foregoing provisions and as are expressly requested
by the Master Owner Trust Trustee and are reasonably within the capability of
the Administrator.


 


(ii)           Notwithstanding anything in this
Agreement or the Related Issuer Documents to the contrary, the Administrator
shall be responsible for promptly notifying the Master Owner Trust Trustee and
the Paying Agent in the event that any withholding tax is imposed on the
Issuer’s payments (or allocations of income) to an Owner. Any such notice shall
specify the amount of any withholding tax required to be withheld by the Paying
Agent pursuant to such provision.


 


(iii)          In carrying out the foregoing duties
or any of its other obligations under this Agreement, the Administrator may
enter into transactions or otherwise deal with any of its affiliates; provided,
however, that the terms of any such transactions or dealings shall be in
accordance with any directions received from the Issuer and shall be, in the
Administrator’s opinion, no less favorable to the Issuer than would be
available from unaffiliated parties.


 


(c)           Non-Ministerial Matters.


 


(i)            With respect to matters that in the
reasonable judgment of the Administrator are non-ministerial, the Administrator
shall not take any action unless within a reasonable time before the taking of
such action, the Administrator shall have notified the Master Owner Trust
Trustee of the proposed action and the Master Owner Trust Trustee shall not
have withheld consent or provided an alternative direction. For the purpose of
the preceding sentence, “non-ministerial matters” shall include, without
limitation:


 


(A)          the amendment of or any supplement to
the Indenture;


 


(B)           the initiation of any claim or
lawsuit by the Issuer and the compromise of any action, claim or lawsuit
brought by or against  the Issuer (other
than in connection with the collection of the 
Dealer Notes);


 


(C)           the amendment, change or modification
of the Related  Agreements;


 


(D)          the appointment of successor Note
Registrars, successor  Paying Agents and
successor Indenture Trustees pursuant to the Indenture or the appointment of
successor Administrators or successor Servicers, or the consent to the
assignment by the Note  Registrar,
Paying Agent or Indenture Trustee of its obligations  under the Indenture; and


 


(E)           the removal of the Indenture Trustee.


 


(ii)           Notwithstanding anything to the
contrary in this Agreement, the Administrator shall not be obligated to, and
shall not, (x) make any payments to the Noteholders 


 


7

















 


under the Related
Issuer Documents, (y) sell the Collateral pursuant to the Indenture or (z) take
any other action that the Issuer directs the Administrator not to take on its
behalf.


 


2.                                       Records.
The Administrator shall maintain appropriate books of account and records
relating to services performed hereunder, which books of account and records
shall be accessible for inspection by the Issuer, the Master Owner Trust
Trustee and the Seller at any time during normal business hours and with 48
hours prior notice.


 


3.                                       Compensation.
As compensation for the performance of the Administrator’s obligations under
this Agreement and as reimbursement for its expenses related thereto, the
Administrator shall be entitled to $1,500 per month which shall be solely an
obligation of the Seller.


 


4.                                       Additional
Information To Be Furnished to Issuer. The Administrator shall furnish to
the Issuer from time to time such additional information regarding the
Collateral as the Issuer shall reasonably request.


 


5.                                       Independence
of Administrator. For all purposes of this Agreement, the Administrator
shall be an independent contractor and shall not be subject to the supervision
of the Issuer or the Master Owner Trust Trustee with respect to the manner in
which it accomplishes the performance of its obligations hereunder. Unless
expressly authorized by the Issuer, the Administrator shall have no authority
to act for or represent the Issuer or the Master Owner Trust Trustee in any way
and shall not otherwise be deemed an agent of the Issuer or the Master Owner
Trust Trustee.


 


6.                                       No
Joint Venture. Nothing contained in this Agreement (i) shall constitute the
Administrator and either of the Issuer or the Master Owner Trust Trustee as
members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (ii) shall be construed to
impose any liability as such on the Administrator, the Issuer or the Master
Owner Trust Trustee or (iii) shall be deemed to confer on the Administrator,
the Issuer or the Master Owner Trust Trustee any express, implied or apparent
authority to incur any obligation or liability on behalf of the others.


 


7.                                       Other
Activities of Administrator. Nothing herein shall prevent the Administrator
or its Affiliates from engaging in other businesses or, in its sole discretion,
from acting in a similar capacity as an administrator for any other person or
entity even though such person or entity may engage in business activities
similar to those of the Issuer, the Master Owner Trust Trustee or the Indenture
Trustee.


 


8.                                       Term
of Agreement; Resignation and Removal of Administrator.


 


(a)           This Agreement shall continue in
force until the dissolution of the Issuer, upon which event this Agreement
shall automatically terminate.


 


(b)           Subject to Sections 8(e) and (f),
the Administrator may resign its duties hereunder by providing the Issuer with
at least 60 days’ prior written notice.


 


8

















 


(c)           Subject to Sections 8(e) and (f),
the Issuer may remove the Administrator without cause by providing the
Administrator with at least 60 days’ prior written notice.


 


(d)           Subject to Sections 8(e) and (f),
at the sole option of the Issuer, the Administrator may be removed immediately
upon written notice of termination from the Issuer to the Administrator if any
of the following events shall occur:


 


(i)            the Administrator shall default in
the performance of any of its duties under this Agreement and, after notice of
such default, shall not cure such default within ten days (or, if such default
cannot be cured in such time, shall not give within ten days such assurance of
cure as shall be reasonably satisfactory to the Issuer);


 


(ii)           a court having jurisdiction in the
premises shall enter a decree or order for relief, and such decree or order
shall not have been vacated within 120 days, in respect of the Administrator in
any involuntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect or appoint a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official for the Administrator
or any substantial part of its property or order the winding-up or liquidation
of its affairs; or


 


(iii)          the Administrator shall commence a
voluntary case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, shall consent to the entry of an order for relief
in an involuntary case under any such law, shall consent to the appointment of
a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar
official for the Administrator or any substantial part of its property, shall
consent to the taking of possession by any such official of any substantial
part of its property, shall make any general assignment for the benefit of
creditors or shall fail generally to pay its debts as they become due.


 


The Administrator agrees that if any of the events specified in clauses
(ii) or (iii) of this Section shall occur, it shall give written notice
thereof to the Issuer and the Indenture Trustee within seven days after the
happening of such event.


 


(e)           No resignation or removal of the
Administrator pursuant to this Section shall be effective until (i) a successor
Administrator shall have been appointed by the Issuer and (ii) such successor
Administrator shall have agreed in writing to be bound by the terms of this
Agreement in the same manner as the Administrator is bound hereunder.


 


(f)            Subject to Section 8(g), the
appointment of any successor Administrator shall be effective only upon
satisfaction of the Note Rating Agency Condition.


 


(g)           The undersigned parties acknowledge
that upon the appointment of a successor Servicer pursuant to the Pooling and
Servicing Agreement, the Administrator may immediately resign and such
successor Servicer shall automatically become the Administrator under this
Agreement.


 


9.                                       Action
upon Termination, Resignation or Removal. Promptly upon the effective date
of termination of this Agreement pursuant to Section 8(a) or the
resignation or removal of the Administrator pursuant to Section 8(b), (c) or
(d), respectively, the Administrator shall be entitled to be paid all fees
and reimbursable expenses accruing to it to the date of 


 


9

















 


such termination,
resignation or removal. The Administrator shall forthwith upon such termination
pursuant to Section 8(a) deliver to the Issuer all property and
documents of or relating to the Collateral then in the custody of the
Administrator. In the event of the resignation or removal of the Administrator
pursuant to Section 8(b), (c) or (d), respectively, the Administrator
shall cooperate with the Issuer and take all reasonable steps requested to
assist the Issuer in making an orderly transfer of the duties of the
Administrator.


 


10.                                 Notices.
Any notice, report or other communication given hereunder shall be in writing
and addressed as follows:


 


(a)           if to the Issuer or the Master
Owner Trust Trustee, to the
Master Owner Trust Trustee Corporate Trust Office, with copies to:


 


Navistar Financial
Securities Corporation

c/o Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

Attention: Vice President and Treasurer


 


with a copy to:


 


Navistar Financial
Corporation

2850 West Golf Road

Rolling Meadows, IL  60008

Attention:  General Counsel

Telecopy:   (847) 734-4090


 


(b)           if to the Administrator, to:


 


Navistar Financial
Corporation

2850 West Golf Road

Rolling Meadows, IL  60008

Attention:  General Counsel

Telecopy:   (847) 734-4090


 


(c)           if to the Indenture Trustee, to:


 


The Bank of New York

101 Barclay Street,

Floor 8W,

New York, New York 10286

Attention: Corporate Trust ABS Unit

Telecopy:   (212) 815-2493


 


or to such other address as any party shall have provided to the other
parties in writing. Any notice required to be in writing hereunder shall be
deemed given if such notice is mailed by certified mail, postage prepaid, or
hand-delivered to the address of such party as provided above.


 


10

















 


11.                                 Amendments.
This Agreement may be amended from time to time by a written amendment duly
executed and delivered by the Issuer, the Administrator and the Indenture
Trustee, with prior written notice to the Note Rating Agencies and with the
written consent of the Master Owner Trust Trustee, without the consent of the
Noteholders to cure any ambiguity, to correct or supplement any provisions of
this Agreement or for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Agreement or of
modifying in any manner the rights of the Noteholders or Master Owner Trust
Certificateholders; provided that such amendment will not, in an
Officer’s Certificate of the Servicer delivered to the Indenture Trustee,
materially and adversely affect the interest of any Noteholder or Master Owner
Trust Certificateholder. This Agreement may also be amended by the Issuer, the
Administrator and the Indenture Trustee with prior written notice to the Note
Rating Agencies and with the written consent of the Master Owner Trust Trustee
and the holders of Notes evidencing at least a majority of the Outstanding
Principal Amount of the Notes, for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of Noteholders or the Master Owner Trust
Certificateholders; provided, however, that no such amendment may (i) increase
or reduce in any manner the amount of, or accelerate or delay the timing of
distributions that are required to be made for the benefit of the Noteholders
or (ii) reduce the aforesaid percentage of the holders of Notes which are
required to consent to any such amendment, without the consent of the holders
of all the outstanding Notes. Notwithstanding the foregoing, the Administrator
may not amend this Agreement without the permission of the Seller and the
Issuer, which permission shall not be unreasonably withheld.  Promptly after the execution of such
amendment or consent, the Administrator shall furnish written notification of
the substance of such amendment or consent to the Indenture Trustee.


 


12.                                 Successors
and Assigns. This Agreement may not be assigned by the Administrator unless
such assignment is previously consented to in writing by the Issuer and the
Master Owner Trust Trustee and subject to receipt of a confirmation from each
Note Rating Agency that such assignment will not cause a Note Rating Agency
Condition. An assignment with such consent and confirmation, if accepted by the
assignee, shall bind the assignee hereunder in the same manner as the
Administrator is bound hereunder. Notwithstanding the foregoing, this Agreement
may be assigned by the Administrator without the consent of the Issuer or the
Master Owner Trust Trustee to a corporation or other organization that is a
successor (by merger, consolidation or purchase of assets) to the
Administrator; provided that such successor organization executes and delivers
to the Issuer, the Master Owner Trust Trustee and the Indenture Trustee an
agreement in which such corporation or other organization agrees to be bound hereunder
by the terms of said assignment in the same manner as the Administrator is
bound hereunder. Subject to the foregoing, this Agreement shall bind any
successors or assigns of the parties hereto.


 


13.                                 GOVERNING
LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK, 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.


 


11

















 


14.                                 Headings.
The section headings hereof have been inserted for convenience of reference
only and shall not be construed to affect the meaning, construction or effect
of this Agreement.


 


15.                                 Counterparts.
This Agreement may be executed in counterparts, each of which when so executed
shall be an original, but all of which together shall constitute but one and
the same agreement.


 


16.                                 Severability.
Any provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.


 


17.                                 Not
Applicable to Navistar Financial Corporation in Other Capacities. Nothing
in this Agreement shall affect any obligation Navistar Financial may have in
any other capacity.


 


18.                                 Limitation
of Liability of Master Owner Trust Trustee and Indenture Trustee.


 


(a)           Notwithstanding anything contained
herein to the contrary, this instrument has been countersigned by Chase
Manhattan Bank USA, National Association not in its individual capacity but
solely in its capacity as Master Owner Trust Trustee of the Issuer and in no
event shall Chase Manhattan Bank USA, National Association in its individual
capacity or any beneficial owner of the Issuer have any liability for the
representations, warranties, covenants, agreements or other obligations of the
Issuer hereunder, as to all of which recourse shall be had solely to the assets
of the Issuer. For all purposes of this Agreement, in the performance of any
duties or obligations of the Issuer hereunder, the Master Owner Trust Trustee
shall be subject to, and entitled to the benefits of, the terms and provisions
of Articles V and VI of the Master Owner Trust Agreement.


 


(b)           Notwithstanding anything contained
herein to the contrary, this Agreement has been countersigned by the Indenture
Trustee not in its individual capacity but solely as Indenture Trustee and in
no event shall the Indenture Trustee have any liability for the
representations, warranties, covenants, agreements or other obligations of the
Issuer hereunder or in any of the certificates, notices or agreements delivered
pursuant hereto, as to all of which recourse shall be had solely to the assets
of the Issuer.


 


19.                                 Third-Party
Beneficiary. Each of the Master Owner Trust Trustee and the Indenture
Trustee is a third-party beneficiary to this Agreement and is entitled to the
rights and benefits hereunder and may enforce the provisions hereof as if it
were a party hereto.


 


20.                                 No
Petition Covenant.  Notwithstanding
any prior termination of this Agreement, the Master Owner Trust Trustee (as such
and in its individual capacity) and the Administrator hereby covenant and agree
that they shall not, prior to the date which is one year and one day after the
termination of this Agreement, acquiesce, petition or otherwise invoke or cause
the Issuer or the Seller to invoke the process of any court or governmental
authority for the purpose of commencing or sustaining a case against the Issuer
or the Seller under any federal or state bankruptcy, insolvency or similar law
or 


 


12

















 


appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar
official of the Issuer or the Seller or any substantial part of either of their
properties, or ordering the winding up or liquidation of the affairs of the
Issuer or the Seller.


 


21.                                 Limitation
on Confidentiality.  Each of the
undersigned parties agrees to comply with Section 14.11 of the
Indenture.


 


* * * * * *


 


13

















 


IN WITNESS
WHEREOF, the parties have caused this Agreement to be duly executed and
delivered as of the day and year first above written.


 


	
   

  	
  NAVISTAR FINANCIAL DEALER NOTE

  MASTER OWNER TRUST

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Chase Manhattan Bank USA, National Association, not
  in its individual capacity but solely as Master Owner Trust Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John J.
  Cashin

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John J. Cashin

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK, not in its

  individual capacity  but solely as
  Indenture

  Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jonathan
  Farber

  	
   

  
	
   

  	
  Name:

  	
  Jonathan Farber

  
	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NAVISTAR FINANCIAL

  CORPORATION, as Administrator

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew J.
  Cederoth

  	
   

  
	
   

  	
  Name:

  	
  Andrew J. Cederoth

  
	
   

  	
  Title:

  	
  Vice President and Treasurer