Exhibit
4.3


 


EXECUTION COPY


 


 




 





 


NAVISTAR FINANCIAL
DEALER NOTE

MASTER OWNER TRUST

as Issuer


 


and


 


THE BANK OF NEW
YORK

as Indenture Trustee


 


SERIES 2004-1
INDENTURE SUPPLEMENT


 


dated as of
June 10, 2004


 


to


 


INDENTURE


 


dated as of  June 10, 2004


 




 





 

















 


TABLE
OF CONTENTS


 


	
  ARTICLE I Definitions
  and Other Provisions of General Application

  	
   

  
	
   

  	
  Section 1.01

  	
  Definitions

  	
   

  
	
   

  	
  Section 1.02

  	
  Governing Law

  	
   

  
	
   

  	
  Section 1.03

  	
  Counterparts

  	
   

  
	
   

  	
  Section 1.04

  	
  Ratification of Indenture

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II The Notes

  	
   

  
	
   

  	
  Section 2.01

  	
  Creation and Designation

  	
   

  
	
   

  	
  Section 2.02

  	
  Form of Delivery; Depository;
  Denominations

  	
   

  
	
   

  	
  Section 2.03

  	
  Delivery and Payment.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III Allocations,
  Deposits and Payments

  	
   

  
	
   

  	
  Section 3.01

  	
  Series 2004-1 Available Interest Amounts

  	
   

  
	
   

  	
  Section 3.02

  	
  Series 2004-1 Available Principal Amounts

  	
   

  
	
   

  	
  Section 3.03

  	
  Reductions and Reinstatements

  	
   

  
	
   

  	
  Section 3.04

  	
  Payment on the Series 2004-1 Notes.

  	
   

  
	
   

  	
  Section 3.05

  	
  Accumulation Period Length and
  Accumulation Period Commencement Date

  	
   

  
	
   

  	
  Section 3.06

  	
  Final Payment of the Series 2004-1 Notes

  	
   

  
	
   

  	
  Section 3.07

  	
  Netting of Deposits and Payments

  	
   

  
	
   

  	
  Section 3.08

  	
  Calculation Agent; Determination of LIBOR

  	
   

  
	
   

  	
  Section 3.09

  	
  Computation of Interest

  	
   

  
	
   

  	
  Section 3.10

  	
  Accounts

  	
   

  
	
   

  	
  Section 3.11

  	
  Spread Account.

  	
   

  
	
   

  	
  Section 3.12

  	
  Negative Carry Account

  	
   

  
	
   

  	
  Section 3.13

  	
  Reports and Statements to Series 2004-1
  Noteholders.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV
  MISCELLANEOUS PROVISIONS

  	
   

  
	
   

  	
  Section 4.01

  	
  Ratification of Indenture

  	
   

  
	
   

  	
  Section 4.02

  	
  Counterparts

  	
   

  
	
   

  	
  Section 4.03

  	
  GOVERNING LAW

  	
   

  
	
   

  	
  Section 4.04

  	
  Limitation of Owner Trustee Liability.

  	
   

  



 


i

















 


EXHIBITS


 


	
  EXHIBIT A-1

  	
  FORM OF SERIES 2004-1 NOTE, CLASS A

  
	
   

  	
   

  
	
  EXHIBIT A-2

  	
  FORM OF SERIES 2004-1 NOTE, CLASS B

  
	
   

  	
   

  
	
  EXHIBIT B

  	
  FORM OF MONTHLY SERVICER AND SETTLEMENT
  CERTIFICATE

  



 


ii

















 


This SERIES 2004-1
INDENTURE SUPPLEMENT (this “Indenture Supplement”), by and between
NAVISTAR FINANCIAL DEALER NOTE MASTER OWNER TRUST, a statutory trust created
under the laws of the State of Delaware (the “Issuer”), and THE BANK OF
NEW YORK, a New York banking corporation, as trustee (the “Indenture Trustee”),
is made and entered into as of June 10, 2004.


 


Pursuant to this
Indenture Supplement, the Issuer shall create a new series of Notes and shall
specify the principal terms thereof.


 


ARTICLE I

Definitions and Other Provisions of General Application


 


Section 1.01                                Definitions.  For all purposes of this Indenture
Supplement, except as otherwise expressly provided or unless the context
otherwise requires:


 


(1)                                  the
terms defined in this Article have the meanings assigned to them in this
Article, and include the plural as well as the singular;


 


(2)                                  all
other terms used but not defined herein which are defined in the Indenture, the
Series Supplement or the Pooling and Servicing Agreement, either directly or by
reference therein, have the meanings assigned to them therein;


 


(3)                                  all
accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles and, except as
otherwise herein expressly provided, the term “generally accepted accounting
principles” with respect to any computation required or permitted hereunder
means such accounting principles as are generally accepted in the United States
of America at the date of such computation;


 


(4)                                  all
references in this Indenture Supplement to designated “Articles,” “Sections”
and other subdivisions are to the designated Articles, Sections and other
subdivisions of this Indenture Supplement as originally executed. The words “herein,”
“hereof” and “hereunder” and other words of similar import refer
to this Indenture Supplement as a whole and not to any particular Article,
Section or other subdivision;


 


(5)                                  in
the event that any term or provision contained herein shall conflict with or be
inconsistent with any term or provision contained in the Indenture, the terms
and provisions of this Indenture Supplement shall be controlling;


 


(6)                                  except
as expressly provided herein, each capitalized term defined herein shall relate
only to the Series 2004-1 Notes and no other series of Notes issued by the
Issuer; and


 


(7)                                  “including”
and words of similar import shall be deemed to be followed by “without
limitation.”


 


“Accumulation
Period” means the period from and
including the Accumulation Period Commencement Date to but excluding the
earlier of (i) the beginning of an Early Redemption Period or (ii) the Series
2004-1 Termination Date.


 

















 


“Accumulation
Period Commencement Date” means the first day of the nth full Due Period prior to the Expected
Principal Payment Date where n is
the number of Due Periods in the Accumulation Period Length; provided, however,
that the Accumulation Period Commencement Date shall be the Specified
Accumulation Period Commencement Date if, on the Specified Accumulation Period
Commencement Date, any other Outstanding series shall have entered into an
Early Redemption Period; and provided, further, that, if the
Accumulation Period Length and the Accumulation Period Commencement Date  have been determined pursuant to Section 3.05
but the Accumulation Period has not commenced and any other Outstanding series
shall enter into an Early Redemption Period, the Accumulation Period
Commencement Date shall be the date that such other Outstanding series shall
have entered into an Early Redemption Period.


 


“Accumulation
Period Length” means a period which is between one and nine Due Periods and
which is determined by the Servicer pursuant to Section 3.05.


 


“Average
Coverage Differential” shall be determined, on any Determination Date, by
reference to the Coverage Differentials for each of the related Due Period and
the three immediately preceding Due Periods, and shall equal the sum of the
three highest such Coverage Differentials divided by three.  Average Coverage Differential shall be
expressed as a percentage and shall be rounded to the nearest one-hundredth of a
percentage point.


 


“Calculation
Agent” is defined in Section 3.08.


 


“Cash
Collateral Percentage” means, with respect to any Transfer Date, the
percentage equivalent of a fraction equal to (a) the sum of the amount of cash
on deposit in the Excess Funding Account and in each of the principal funding
accounts with respect to each series over (b) the sum of (i) the Outstanding
Principal Amount of each series of Notes, (ii) the Invested Amount of each
series of Investor Certificates (other than the Collateral Certificate)
(without giving effect to the allocation of Series Allocable Dealer Note
Losses), (iii) the Available Subordinated Amount of each series of  Investor Certificates (other than the
Collateral Certificate) (without giving effect to the allocation of Series
Allocable Dealer Note Losses), (iv) the Series 2004-1 Target
Overcollateraliztion Amount and the target overcollateralization amount
specified for each other series of Notes and (v) the Required Excess Seller’s
Interest related to Investor Certificates (other than the Collateral
Certificate) and the Required Seller’s Invested Amount less the Series 2004-1
Overcollateraliztion Amount.


 


“Class A
Interest Rate” means 1.37875% in the initial Interest Period, and with
respect to each Interest Period thereafter, a rate per annum equal to LIBOR, as
determined by the Calculation Agent on the related LIBOR Determination Date
with respect to such Interest Period, plus 0.20%.


 


“Class A
Monthly Interest” is defined in Section 3.01.


 


“Class A
Nominal Liquidation Amount” means at any time the Class A Outstanding
Principal Amount, minus


 


(i)                                     the
amount (other than investment earnings) then on deposit in the Series 2004-1
Principal Funding Account (after giving effect to any deposits, allocations,
reallocations or withdrawals to be made on that day); minus


 


2

















 


(ii)                                  the
share of all reallocations of the Series 2004-1 Available Principal Amounts
that is allocated to the Class A Notes pursuant to Section 3.03(b)(iii)
on or prior to such date of determination; minus


 


(iii)                               the
share of the allocations of Series 2004-1 Noteholder Allocated Dealer Note
Losses that is allocated to the Class A Notes pursuant to Section 3.03(b)(iii)
on or prior to such date of determination; plus


 


(iv)                              the
share of all reinstatements of the Series 2004-1 Nominal Liquidation Amount
that is allocated to the Class A Notes pursuant to Section 3.03(d)(i)
on or prior to such date of determination;


 


provided,
however, the Class A Nominal Liquidation Amount may never be greater
than the Class A Outstanding Principal Amount or less than zero.


 


“Class A Notes”
means the $200,000,000 Class A Floating Rate Dealer Note Asset Backed Notes,
Series 2004-1.


 


“Class A
Outstanding Principal Amount” equals the aggregate initial outstanding
principal amount of the Class A Notes, minus any principal payments made
to holders of the Class A Notes.


 


“Class B
Interest Rate” means 1.99875% in the initial Interest Period, and with
respect to each Interest Period thereafter, a rate per annum equal to LIBOR, as
determined by the Calculation Agent on the related LIBOR Determination Date
with respect to such Interest Period, plus 0.82%.


 


“Class B
Monthly Interest” is defined in Section 3.01.


 


“Class B
Nominal Liquidation Amount” means at any time, an amount equal to the Class
B Outstanding Principal Amount, minus


 


(i)                                     the
amount (other than investment earnings) then on deposit in the Series 2004-1
Principal Funding Account (after giving effect to any deposits, allocations, reallocations
or withdrawals to be made on that day) in excess of the Class A Nominal
Liquidation Amount; minus


 


(ii)                                  the
share of all reallocations of the Series 2004-1 Available Principal Amounts
that is allocated to the Class B Notes pursuant to Section 3.03(b)(ii)
on or prior to such date of determination; minus


 


(iii)                               the
share of the allocations of Series 2004-1 Noteholder Allocated Dealer Note
Losses that is allocated to the Class B Notes pursuant to Section 3.03(b)(ii)
on or prior to such date of determination; plus


 


(iv)                              the
share of all reinstatements of the Series 2004-1 Nominal Liquidation Amount
that is allocated to the Class B Notes pursuant to Section 3.03(d)(ii)
on or prior to such date of determination;


 


3

















 


provided, however, the Class
B Nominal Liquidation Amount may never be greater than the Class B Outstanding
Principal Amount or less than zero.


 


“Class B Notes”
means the $12,000,000 Class B Floating Rate Dealer Note Asset Backed Notes,
Series 2004-1.


 


“Class B
Outstanding Principal Amount” equals the aggregate initial outstanding
principal amount of the Class B Notes, minus any principal payments made
to holders of the Class B Notes.


 


“Collateral
Amount” means, with respect to the Series 2004-1 Notes, the Series 2004-1
Collateral Amount.


 


“Coverage
Differential” shall mean, with respect to any Due Period, the result of (a)
the Portfolio Yield for such Due Period minus (b) the sum of (i) the Weighted
Average Note Rate for the related Distribution Period and (ii) one percent
(1.0%).  Coverage Differential shall be
expressed as a percentage, and shall be rounded to the nearest one-hundredth of
a percentage point.


 


“Early
Redemption Events” means, with respect to the Series 2004-1 Notes, each of
the Early Amortization Events specified in Section 9.01 of the
Pooling and Servicing Agreement, as supplemented by the Series Supplement, plus
each of the following:


 


(A)                              failure
on the part of the Seller (i) to make any payment, distribution or deposit
required under the Pooling and Servicing Agreement or the Series Supplement
within five Business Days after the Due Date or (ii) to observe or perform in
any material respect any other material covenants or agreements of the Seller,
which failure has a material adverse effect on the Series 2004-1 Noteholders
and which continues unremedied for a period of 60 days after written notice of
such failure shall have been given to the Seller by the Indenture Trustee or to
the Seller and the Indenture Trustee by any Holder of the Series 2004-1 Notes;


 


(B)                                any
representation or warranty made by the Seller pursuant to the Pooling and
Servicing Agreement or any information contained in the schedule of Dealer
Notes delivered thereunder or the Series Supplement shall prove to have been
incorrect in any material respect when made or when delivered, which
representation, warranty or schedule, or the circumstances or condition that
caused such representation, warranty or schedule to be incorrect,
continues to be incorrect or uncured in any material respect for a period of 60
days after written notice of such incorrectness shall have been given to the
Seller by the Indenture Trustee or to the Seller and the Indenture Trustee by
any Holder of the Series 2004-1 Notes and as a result of which the interests of
the Series 2004-1 Noteholders are materially and adversely affected, provided,
however, that an Early Redemption Event shall not be deemed to occur if
the Seller has repurchased the related Dealer Notes or all such Dealer Notes,
if applicable, during such period in accordance with the provisions of the
Pooling and Servicing Agreement;


 


4

















 


(C)                                any
of the Seller, ITEC, NIC or NFC shall file a petition commencing a voluntary
case under any chapter of the federal bankruptcy laws; or the Seller or NFC
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
Seller, ITEC, NIC or NFC 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 Seller, ITEC, NIC or NFC 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;


 


(D)                               any
order for relief against any of the Seller, ITEC, NIC or NFC 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 120 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 Seller, ITEC, NIC or NFC under any other similar applicable
federal law, and such decree or order shall have continued undischarged or
unstayed for a period of 120 days; or a decree or order of a court having
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 Seller, ITEC, NIC or NFC of any substantial
part of their property, or for the winding up or liquidation of their affairs,
shall have been entered, and such decree or order shall have remained in force
undischarged or unstayed for a period of 120 days;


 


(E)                                 the
Seller shall become legally unable for any reason to transfer Dealer Notes to
the Master Trust in accordance with the provisions of the Pooling and Servicing
Agreement;


 


(F)                                 on any Transfer Date, after giving effect to
allocations to be made on that Transfer Date (including payments to be made on
the related Payment Date), the Series 2004-1 Target Overcollateralization
Amount exceeds the Series 2004-1 Overcollateralization Amount by more than the
Series 2004-1 Overcollateralization Amount Shortfall Trigger; provided,
however, that if such shortfall was caused by an Excess Cash Collateral Event,
the Seller shall have a six month period during which an Early Redemption Event
shall not occur if the foregoing condition is satisfied by calculating the
Series 2004-1 Nominal Liquidation Amount after subtracting the amount on
deposit in the Series 2004-1 Principal Funding Account in respect of the Series
2004-1 Notes;


 


(G)                                any
Servicer Termination Event shall occur (i) which would have a material adverse
effect on the Series 2004-1 Noteholders and (ii) for which the Servicer has
received a notice of termination;


 


(H)                               on any Determination Date, as of the last day of
the preceding Due Period, the aggregate principal balance amount of Dealer
Notes owned by the Master Trust


 


5

















 


relating to used vehicles
exceeds 25% of the aggregate principal balance of Dealer Notes held by the
Master Trust on that last day;


 


(I)                                    on
any Determination Date, the quotient of (i) the product of (a) the sum of
Dealer Note Collections for each of the related Due Period and the two
immediately preceding Due Periods and (b) four, divided by (ii) the
daily average principal amount of Dealer Notes outstanding during such Due
Periods (“Turnover”) is less than 1.7;


 


(J)                                   the Series 2004-1 Outstanding Principal Amount is
not repaid by the Expected Principal Payment Date;


 


(K)                               the Issuer becomes an “investment company” within
the meaning of the Investment Company Act of 1940, as amended, and is not
exempt from compliance with that Act;


 


(L)                                 the occurrence of an Event of Default under the
Indenture;


 


(M)                            the
delivery by the Seller to the Master Trust Trustee of a notice stating that the
Seller shall no longer continue to sell Dealer Notes to the Master Trust
commencing on the date specified in such notice;


 


(N)                               the
Average Coverage Differential shall be equal to or less than negative two
percent (-2%) on each of three consecutive Determination Dates;


 


(O)                               on
any Determination Date, the quotient of (i) the sum of Dealer Note Losses for
each of the related Due Period and the five immediately preceding Due Periods
and (ii) the sum of Principal Collections for each of the related Due Period
and the five immediately preceding Due Periods, is greater than or equal to one
percent (1%);


 


(P)                                 at
the end of any Due Period, the Seller’s Invested Amount is reduced to an amount
less than the Minimum Seller’s Invested Amount and the Seller has failed to
assign additional Dealer Notes to the Master Trust or deposit cash into the
Excess Funding Account, the Series 2004-1 Principal Funding Account or any
other principal funding account with respect to any other series in the amount
of such deficiency within ten Business Days following the end of such Due
Period; provided, however, that if such deficiency was caused by
an Excess Cash Collateral Event, the Seller
shall have a six month period during which an Early Redemption Event shall not
occur if the foregoing condition is satisfied by calculating the Series 2004-1
Nominal Liquidation Amount after subtracting the amount on deposit in the
Series 2004-1 Principal Funding Account in respect of the Series 2004-1 Notes;
and


 


(Q)                               failure
on the part of ITEC to make a deposit in the Interest Deposit Account required
by the terms of the Interest Deposit Agreement on or before the date occurring
five Business Days after the date such deposit is required by the Interest
Deposit Agreement to be made


 


6

















 


In the case of any
event described in clauses (A), (B) or (G) above, an Early
Redemption Event with respect to Series 2004-1 Notes shall be deemed to have
occurred only if, after the applicable grace period described in those clauses,
if any, either the Indenture Trustee or Series 2004-1 Noteholders holding
Series 2004-1 Notes evidencing more than 50% of the Series 2004-1 Outstanding
Principal Amount by written notice to the Seller, the Servicer, the Master
Trust Trustee and, if given by Series 2004-1 Noteholders, the Indenture
Trustee, declare that an Early Redemption Event has occurred as of the date of
that notice. In the case of any Early Redemption Event that is also an Early
Amortization Event as described in the Series Supplement or any event other
than clauses (A), (B) or (G) described above, an Early
Redemption Event with respect to the Series 2004-1 Notes shall be deemed to
have occurred without any notice or other action on the part of the Indenture
Trustee or the Series 2004-1 Noteholders immediately upon the occurrence of
that event.


 


“Early
Redemption Period” means the period from and including the date on which an
Early Redemption Event occurs to but excluding the Series 2004-1 Termination
Date.


 


“Excess
Available Interest Amounts” means, with respect to any Due Period, either
(i) the portion of Series 2004-1 Available Interest Amounts, if any, available
after application pursuant to Section 3.01(a)(i) through (viii)
or (ii) the amounts available to the Series 2004-1 Notes from the Notes of
other series that the applicable Indenture Supplements specify are to be
treated as “Excess Available Interest Amounts.”


 


“Excess
Available Principal Amounts” means, with respect to any Business Day,
either (i) the sum of (A) the portion of Series 2004-1 Available Principal
Amounts, if any, available after application pursuant to Section 3.02(a)(i)
through (vi), plus (B) the amounts withdrawn from the Series
2004-1 Principal Funding Account pursuant to Section 3.10 and
treated as “Excess Available Principal Amounts,” or (ii) the amounts available
to the Series 2004-1 Notes from the Notes of other series that the applicable
Indenture Supplements specify are to be treated as “Excess Available Principal
Amounts” on the related Business Day.


 


“Excess Cash Collateral
Event” shall be deemed to have occurred and be in effect if on any Transfer
Date the Cash Collateral Percentage for that Transfer Date and each of the
preceding 17 Transfer Dates exceeds 50%; provided that an Excess Cash
Collateral Event shall not be deemed to have occurred on any succeeding
Transfer Date if the Cash Collateral Percentage is less than 50% for such
Transfer Date and each of the five preceding Transfer Dates.


 


“Expected
Principal Payment Date” means May 25, 2007.


 


“Indenture”
means the Indenture, dated as of June 10, 2004, between the Issuer and The
Bank of New York, as Indenture Trustee, as amended and supplemented from time
to time.


 


“Interest
Period” means, with respect to any Payment Date, the period from and
including the preceding Payment Date to but excluding that Payment Date, or, in
the case of the first Payment Date, from and including the Series 2004-1
Issuance Date to but excluding such first Payment Date.


 


“Investor
Servicing Fee” is defined in the Series Supplement.


 


7

















 


“Issuance Date”
means with respect to the Series 2004-1 Notes, June 10, 2004.


 


“Legal Final
Maturity Date” means May 25 , 2010.


 


“LIBOR”
means the interest rate determined by the Indenture Trustee in accordance with
the following provisions:


 


(1)                                  On each LIBOR Determination Date, LIBOR shall be
determined on the basis of the offered rates for deposits in United States
Dollars having a one month maturity, which appear on the Reuters Screen LIBO
Page as of 11:00 A.M., London time, on that LIBOR Determination Date. These
posted offered rates are for value on the second Business Day after which
dealings in deposits in United States Dollars are transacted in the London
interbank market. If at least two of these offered rates appear on the Reuters
Screen LIBO Page, the rate for that LIBOR Determination Date shall be the
arithmetic mean (rounded, if necessary, to the nearest one hundred-thousandth
of a percent) of these offered rates as determined by the Indenture Trustee. If
fewer than two offered rates appear, LIBOR for that LIBOR Determination Date
shall be determined as if the parties had specified the rate described in (2)
below.


 


(2)                                  On any LIBOR Determination Date on which fewer
than two offered rates appear on the Reuters Screen LIBO Page as specified in
(1) above, LIBOR shall be determined on the basis of the rates at which
deposits in United States Dollars are offered by the Reference Banks at
approximately 11:00 A.M., London time, on that LIBOR Determination Date to
prime banks in the London interbank market, having a one month maturity, those
deposits commencing on the second London Business Day immediately following
that LIBOR Determination Date and in a principal amount of not less than U.S.
$1,000,000 that is representative for a single transaction in that market at
that time. The trustee shall request the principal London office of each of
those Reference Banks to provide a quotation of its rate. If at least two of
those quotations are provided, LIBOR for that LIBOR Determination Date shall be
the arithmetic mean (rounded, if necessary, to the nearest one
hundred-thousandth of a percent) of those quotations. If fewer than two
quotations are provided, LIBOR for that LIBOR Determination Date shall be the arithmetic
mean (rounded, if necessary, to the nearest one hundred-thousandth of a
percent) of the rates quoted by three major banks in The City of New York
selected by the trustee at approximately 11:00 A.M., New York City time, on
that LIBOR Determination Date for loans in United States Dollars to leading
European banks, having a one month maturity, those loans commencing on the
second London Business Day immediately following that LIBOR Determination Date
and in a principal amount of not less than U.S. $1,000,000 that is
representative for a single transaction in that market at that time, provided,
however, that if the banks in The City of New York selected as aforesaid
by the Indenture Trustee are not quoting as mentioned in this sentence, LIBOR
with respect to that LIBOR Determination Date shall be LIBOR in effect
immediately prior to that LIBOR Determination Date.


 


8

















 


“LIBOR
Determination Date” means, for any Interest Period, the date which is two
London Business Days prior to the start of that Interest Period, or, with
respect to the initial Interest Period, is June 8, 2004.


 


“London
Business Day” means a day that is both a Business Day and a day on which
banking institutions in the City of London, England are not required or
authorized by law to be closed.


 


“Mismatch
Amount” means for any Transfer Date, the product of (a) the amount on
deposit in the Series 2004-1 Principal Funding Account during the Revolving
Period at the end of any Due Period, (b) the Mismatch Rate and (c) 1/12.


 


“Mismatch
Period” means for any Transfer Date when the Mismatch Amount is greater
than zero, the number of future Payment Dates up to and including the Expected
Principal Payment Date.


 


“Mismatch Rate”
means 0.55%.


 


“Nominal Liquidation
Amount” means, with respect to the Series 2004-1 Notes, the Series 2004-1
Nominal Liquidation Amount.


 


“Nominal
Liquidation Amount Deficit” means, with respect to the Series 2004-1 Notes
as of any Transfer Date, the excess of the aggregate of the reallocations and
reductions made pursuant to Section 3.03 on or prior to such
Transfer Date, over the aggregate amount of all reinstatements pursuant to Section 3.03
on or prior to such Transfer Date.


 


“Overcollateralization
Amount” means, with respect to the Series 2004-1 Notes, the Series 2004-1
Overcollateralization Amount.


 


“Overcollateralization
Amount Deficit” means, with respect to the Series 2004-1 Notes as of any
Transfer Date, the excess of the Series 2004-1 Target Overcollateralization
Amount as of such Transfer Date over the Series 2004-1 Overcollateralization
Amount as of such Transfer Date.


 


“Payment Date”
means the 25th day of each calendar month commencing July 26,
2004, or if such day is not a Business Day, the next succeeding Business Day.


 


“Portfolio
Yield” means, with respect to any Due Period, the product of (a) the
quotient of (i) Finance Charges for such Due Period over (ii) the daily average
principal amount of Dealer Notes outstanding during such Due Period and (b) a
fraction, the numerator of which is 365 and the denominator of which is the
actual number of days elapsed during such Due Period.  Portfolio Yield shall be expressed as a percentage, and shall be
rounded to the nearest one-hundredth of a percentage point.


 


“Reference
Banks” means the principal London offices of JPMorgan Chase Bank, Citibank
and Bank of America.


 


“Reinstatement
Amount” is defined in Section 3.01(a)(vi).


 


9

















 


“Required
Negative Carry Account Balance” means for any Transfer Date (a) during the
Revolving Period after funds are deposited into the Series 2004-1 Principal
Funding Account, the greater of (i) the present value discounted at 1.125% per
annum of the Mismatch Amount for each Due Period during the Mismatch Period and
(ii) 0.75% of the amount on deposit in the Series 2004-1 Principal Funding
Account and (b) at all other times, zero.


 


“Required Seller’s Invested Amount” equals, for the Series 2004-1
Notes, with respect to any Business Day, the sum of (a) the Series 2004-1
Overcollateralization Amount as of that day and (b) 3% of the Series 2004-1
Nominal Liquidation Amount as of that day.


 


“Revolving
Period” means the period beginning on
the Issuance Date and ending when an Accumulation Period or Early Redemption
Period begins.


 


“Series 2004-1
Accounts” is defined in Section 3.10(a).


 


“Series 2004-1
Allocated Dealer Note Losses” means, with respect to any Due Period and the
related Transfer Date, the product of the Series 2004-1 Variable Allocation
Percentage for such Due Period and Noteholder Allocated Dealer Note Losses for
such Due Period.


 


“Series 2004-1
Allocated Interest Amounts” means, with respect to any Due Period and the
related Transfer Date, the product of the Series 2004-1 Variable Allocation
Percentage for such Due Period and Noteholder Available Interest Amounts for
such Due Period.


 


“Series 2004-1
Allocated Principal Amounts” means, with respect to any Due Period and the
related Transfer Date, the product of the Series 2004-1 Fixed Allocation Percentage
for such Due Period and Noteholder Available Principal Amounts for such Due
Period.


 


“Series 2004-1
Available Interest Amounts” means, with respect to any Due Period and the
related Transfer Date, the Series 2004-1 Allocated Interest Amounts for such Due
Period; plus:


 


(i)                                     any
net investment earnings for such Due Period on funds in the Series 2004-1
Interest Funding Account, the Series 2004-1 Principal Funding Account, the
Series 2004-1 Negative Carry Account and the Series 2004-1 Spread Account; plus


 


(ii)                                  the
Series 2004-1 Investment Income; plus


 


(iii)                               if
the amount of interest at the Weighted Average Note Rate on funds in the Series
2004-1 Principal Funding Account exceeds the sum of the net investment earnings
and the Series 2004-1 Investment Income described in clauses (i) and (ii)
above, the amount of this excess shall be withdrawn from the Series 2004-1
Negative Carry Account to the extent of funds on deposit in the Series 2004-1
Negative Carry Account; plus


 


(iv)                              any
Excess Available Interest Amounts allocated to Series 2004-1 for such Due
Period pursuant to Section 3.01(b); plus


 


10

















 


(v)                                 any
Excess Finance Charge Collections allocated to Series 2004-1 for such Due
Period pursuant to Section 3.01(b); plus


 


(vi)                              any
amount treated as Series 2004-1 Available Interest Amounts pursuant to Section 3.01(c)(ii).


 


“Series 2004-1
Available Principal Amounts” means, with respect to any Transfer Date, the
Series 2004-1 Allocated Principal Amounts for such Business Day; plus:


 


(i)                                     any
Series 2004-1 Available Interest Amounts used to fund the Series 2004-1
Noteholder Allocated Dealer Note Losses for the related Due Period pursuant to Section 3.01(a)(v);
plus


 


(ii)                                  any
Series 2004-1 Available Interest Amounts used to reinstate any reduction in the
Series 2004-1 Collateral Amount for the related Due Period pursuant to Sections
3.01(a)(vi) and 3.03(c); plus


 


(iii)                               any
Excess Available Principal Amounts allocated to Series 2004-1 for the related
Business Day pursuant to Section 3.02(b); plus


 


(iv)                              any Shared Principal Collections allocated to
Series 2004-1 for such Business Day pursuant to Section 3.02(b); plus


 


(v)                                 during the occurrence of an Excess Cash
Collateral Event, any Series 2004-1 Allocable Finance Charge Collections which
are treated as Series 2004-1 Available Principal Amounts and any Series
Allocable Finance Charge Collections allocated to the Seller’s Certificates
which are treated as Series 2004-1 Available Principal Amounts; plus


 


(vi)                              any funds from the Series 2004-1 Negative Carry
Account used to reinstate any reduction in the Series 2004-1 Collateral Amount
on that Transfer Date pursuant to Section 3.12(b).


 


“Series 2004-1 Collateral Amount” equals the sum of the Series
2004-1 Nominal Liquidation Amount and the Series 2004-1 Overcollateralization
Amount; provided, that for purposes of calculating the Series Allocation
Percentage and other allocation percentages related to Series 2004-1, Series
2004-1 shall be deemed to have been outstanding from May 31, 2004 to the
Issuance Date, with respect to the allocation of Principal Collections and
Finance Collections and related concepts, with a Series 2004-1 Collateral
Amount of $231,080,000.


 


“Series 2004-1
Controlled Accumulation Amount” is equal to (a) the Series 2004-1
Outstanding Principal Amount as of the last day of the Due Period immediately
preceding the Accumulation Period Commencement Date, minus the amount on
deposit in the Series 2004-1 Principal Funding Account as of the last day of
the Due Period immediately preceding the Accumulation Period Commencement Date,
divided by (b) the Accumulation Period Length.


 


“Series 2004-1
Controlled Deposit Amount” for any Due Period occurring during the
Accumulation Period means the excess, if any, of:


 


11

















 


(i)                                     the
sum of (x) product of (A) the Series 2004-1 Controlled Accumulation Amount and
(B) the number of Due Periods that have occurred with respect to the
Accumulation Period through and including that Due Period (but not in excess of
the Accumulation Period Length) and (y) the amount on deposit in the Series
2004-1 Principal Funding Account as of the last day of the Due Period
immediately preceding the Accumulation Period Commencement Date, over


 


(ii)                                  the
amount on deposit in the Series 2004-1 Principal Funding Account as of the last
day of the immediately preceding Due Period;


 


provided that notwithstanding the
foregoing, the Seller may, in its sole discretion, increase the Series
2004-1  Controlled Deposit Amount at any
time and from time to time.


 


“Series 2004-1
Fixed Allocation Percentage” means, with respect to any Business Day, the
percentage equivalent of a fraction never greater than 100% or less than 0%
equal to:


 


(i)                                     the
numerator of which is the Series 2004-1 Collateral Amount as of the last day of
the immediately preceding Due Period (or the Issuance Date in the case of the
first Transfer Date) or, if the Accumulation Period or an Early Redemption
Period has commenced, as of the last day of the Due Period ending prior to the
commencement of the Accumulation Period or the Early Redemption Period, as
applicable; and


 


(ii)                                  the
denominator of which is the sum of the Collateral Amounts for all series of
Notes as of the last day of the immediately preceding Due Period (or the
Issuance Date of that series in the case of the first Transfer Date), except
that for any series of Notes that is amortizing, repaying or accumulating
principal, the Collateral Amount of that series shall be fixed as of the last
day of the Due Period ending prior to the commencement of such amortization,
repayment or accumulation.


 


“Series 2004-1
Interest Funding Account” means the account designated as such and
established pursuant to Section 3.10(a).


 


“Series 2004-1
Investment Income” means with respect to any Due Period and the Series
2004-1 Notes, the product of the Series 2004-1 Variable Allocation Percentage
for such Due Period and Investment Income allocated to the Collateral
Certificate for such Due Period.


 


“Series 2004-1
Monthly Interest” means the sum of Class A Monthly Interest and Class B
Monthly Interest.


 


“Series 2004-1
Negative Carry Account” means the account designated as such and
established pursuant to Section 3.10(a).


 


“Series 2004-1
Nominal Liquidation Amount” means with respect to any Transfer Date, the
sum of the Class A Nominal Liquidation Amount and the Class B Nominal
Liquidation Amount both as of such Transfer Date; provided that for purposes of calculating the Series Allocation
Percentage and other allocation percentages related to Series 2004-1, Series
2004-1 shall be deemed to have been outstanding from May 31, 2004 to the
Issuance Date, with respect


 


12

















 


to the allocation of Principal Collections and
Finance Collections and related concepts, with a Series 2004-1 Nominal
Liquidation Amount of $212,000,000.


 


“Series 2004-1
Noteholder” means a Person in whose name a Series 2004-1 Note is registered
in the Note Register or the bearer of any Series 2004-1 Note in Bearer Note
form (including a global Note in bearer form), as the case may be.


 


“Series 2004-1
Noteholders Allocated Dealer Note Losses” means, with respect to any Due
Period, the product of (a) Series 2004-1 Allocated Dealer Note Losses for such
Due Period and (b) the Series 2004-1 Nominal Liquidation Amount as of the
preceding Transfer Date, divided by (c) the Series 2004-1 Collateral
Amount as of the preceding Transfer Date.


 


“Series 2004-1
Notes” is defined in Section 2.01.


 


“Series 2004-1
Outstanding Principal Amount” means collectively the Class A Outstanding
Principal Amount and the Class B Outstanding Principal Amount.


 


“Series 2004-1
Overcollateralization Amount” means as of any Transfer Date, the Series
2004-1 Target Overcollateralization Amount as of such Transfer Date minus


 


(i)                                     all
reallocations of the Series 2004-1 Available Principal Amounts used to pay
interest on the Series 2004-1 Notes that has been allocated to the Series
2004-1 Overcollateralization Amount pursuant to Section 3.03(b)(i)
on or prior to such Transfer Date; minus


 


(ii)                                  all
allocations of Series 2004-1 Noteholder Allocated Dealer Note Losses that have
been allocated to the Series 2004-1 Overcollateralization Amount pursuant to Section 3.03(b)(i)
on or prior to such Transfer Date; minus


 


(iii)                               the
amount, if any, deposited into the Series 2004-1 Spread Account that has been
allocated to the Series 2004-1 Overcollateralization Amount pursuant to Section 3.03(b)(i)
on or prior to such Transfer Date; minus


 


(iv)                              the
amount, if any, deposited into the Series 2004-1 Negative Carry Account that
has been allocated to the Series 2004-1 Overcollateralization Amount pursuant
to Section 3.03(b)(i) on or prior to such Transfer Date; plus


 


(v)                                 all
reinstatements of the Series 2004-1 Overcollateralization Amount pursuant to Section 3.03(d)(iii)
on or prior to such Transfer Date;


 


provided, however, the Series
2004-1 Overcollateralization Amount may never be greater than the Series 2004-1
Target Overcollateralization Amount or less than zero; and provided, further, that for purposes of calculating
the Series Allocation Percentage and other allocation percentages related to
the Series 2004-1, the Series 2004-1 shall be deemed to have been outstanding
from May 31, 2004 to the Issuance Date, with respect to the allocation of
Principal Collections and Finance Collections and related concepts, with a
Series 2004-1 Overcollateralization Amount of $19,080,000; provided,
further, that if the Series 2004-1 Target Overcollateralization Amount
has increased as a result of an Excess Cash Collateral Event, the Series 2004-1


 


13

















 


Overcollateralization Amount will be proportionately increased only to
the extent that it will not result in the Minimum Seller’s Invested Amount exceeding
the Seller’s Invested Amount, and if other series of Notes require similar
increases, each such series, including Series 2004-1, shall receive only its
pro rata share of any such increase available based on the aggregate amount of
such series’ shortfall.


 


“Series 2004-1
Overcollateralization Amount Shortfall Trigger” means 21%.


 


“Series 2004-1
Overcollateralization Percentage” means 9%.


 


“Series 2004-1
Principal Funding Account” means the trust account designated as such and
established pursuant to Section 3.10(a).


 


“Series 2004-1
Servicing Fee” means, with respect to any Transfer Date, the product of (a)
the product of (i) 1/12, (ii) 1.0%, and (iii) the sum of the aggregate
principal amounts of the Dealer Notes in the Master Trust as of the last day of
the related Due Period; and (b) the quotient of (i) the numerator of which is
the Series 2004-1 Nominal Liquidation Amount as of such Transfer Date; and (ii)
the denominator of which is the sum of the aggregate principal amounts of the
Dealer Notes in the Master Trust and the aggregate amount of funds in the
Excess Funding Account, each as of the last day of the related Due Period.


 


“Series 2004-1
Spread Account” means the account designated as such and established
pursuant to Section 3.10(a).


 


“Series 2004-1
Target Overcollateralization Amount” means, with respect to any Transfer
Date, the product of the Series 2004-1 Overcollateralization Percentage and
Series 2004-1 Nominal Liquidation Amount as of such Transfer Date; provided,
however, that if an Early Redemption Period has commenced, the Series
2004-1 Nominal Liquidation Amount for the purpose of calculating the Series
2004-1 Overcollateralization Amount shall be the Series 2004-1 Nominal
Liquidation Amount as of the last day of the immediately preceding Revolving
Period; provided, further, that if an Excess Cash Collateral
Event occurs and is continuing, the Series 2004-1 Nominal Liquidation Amount
for purposes of calculating the Series 2004-1 Target Overcollateralization
Amount, the Spread Account Required Amount and the Required Seller’s Invested
Amount shall be the Series 2004-1 Nominal Liquidation Amount without
subtracting the amount on deposit in the Series 2004-1 Principal Funding
Account in respect of the Series 2004-1 Notes.


 


“Series 2004-1
Termination Date” means the earliest to occur of (a) the Payment Date on
which the Series 2004-1 Outstanding Principal Amount is reduced to zero, (b)
the Legal Final Maturity Date and (c) the date on which the Series 2004-1
Collateral Amount is reduced to zero.


 


“Series 2004-1
Unreimbursed Amount” means, as of any Transfer Date, the sum of the Nominal
Liquidation Amount Deficit and the Overcollateralization Amount Deficit both as
of such Transfer Date.


 


“Series 2004-1
Variable Allocation Percentage” means, with respect to any Due Period, the
percentage equivalent of a fraction never greater than 100% or less than 0%
equal to:


 


14

















 


(i)                                     the
numerator of which is the Series 2004-1 Collateral Amount as of the last day of
the immediately preceding Due Period (or the Issuance Date in the case of the
first Transfer Date);


 


(ii)                                  the
denominator of which is the sum of the Collateral Amount for each series of
Notes on that same day.


 


“Series
Available Interest Amounts Shortfall” means, with respect to any Transfer
Date, and the Series 2004-1 Notes, the excess, if any, of (a) the aggregate
amount required to be applied pursuant to Sections 3.01(a)(i) through (vii)
for such Transfer Date over (b) the Series 2004-1 Available Interest Amount
(excluding amounts to be treated as part of the Series 2004-1 Available
Interest Amount pursuant to clauses (iv) and (v) of the definition
thereof) for such Transfer Date.


 


“Series Available Principal Amounts Shortfall” means, with
respect to any Business Day and the Series 2004-1 Notes, an amount equal to,
the amount, if any, by which (i) the sum of all payments of interest and other
applications of Series 2004-1 Available Principal Amounts (other than as Excess
Available Principal Amounts) required to be made under Section 3.02
on such Business Day exceeds (ii) the related Series 2004-1 Available Principal
Amounts (excluding amounts to be treated as part of Series 2004-1 Available
Principal Amounts pursuant to clauses (iii) and (iv) of the definition
thereof) on such Business Day.


 


“Series Reassignment Amount” means, with respect to the Series
2004-1 Notes and a Transfer Date, the sum of (a) the Series 2004-1 Nominal
Liquidation Amount and (b) all accrued and unpaid interest on the Series 2004-1
Notes, in each case as of that Transfer Date.


 


“Servicer Certificate” is defined in Section 3.13(a).


 


“Specified
Accumulation Period Commencement Date” means August 1, 2006.


 


“Spread Account
Deposit Amount” means, with respect to any Transfer Date prior to the
earlier of (a) the payment in full of the outstanding principal amount of the
Series 2004-1 Notes and (b) the Legal Final Maturity Date, the amount, if any,
by which the Spread Account Required Amount for that Transfer Date exceeds the
amount of funds on deposit in the Series 2004-1 Spread Account.


 


“Spread Account
Initial Deposit” means $2,650,000.


 


“Spread Account
Required Amount” means, with respect to any Transfer Date, the product of
(a) 1.25% and (b) the Series 2004-1 Nominal
Liquidation Amount as of such Transfer Date (after the allocation of payments
on such date).


 


“Stated
Principal Amount” with respect to any Note, means the amount that is stated
on the face of the Note to be payable to its holders.


 


“Turnover”
is defined in the definition of “Early Redemption Event.”


 


“Weighted
Average Note Rate” means, for any Transfer Date, the sum of:


 


15

















 


(i)                                     the
Class A Interest Rate, multiplied by a fraction, the numerator of which is the
Class A Outstanding Principal Amount and the denominator of which is the Series
2004-1 Outstanding Principal Amount; and


 


(ii)                                  the
Class B Interest Rate, multiplied by a fraction, the numerator of which is the
Class B Outstanding Principal Amount and the denominator of which is the Series
2004-1 Outstanding Principal Amount.


 


Section 1.02                                Governing
Law.  THIS INDENTURE SUPPLEMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.


 


Section 1.03                                Counterparts.  This Indenture Supplement may be executed in
any number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.


 


Section 1.04                                Ratification
of Indenture.  As supplemented by
this Indenture Supplement, the Indenture is in all respects ratified and
confirmed and the Indenture as so supplemented by this Indenture Supplement
shall be read, taken and construed as one and the same instrument.


 


ARTICLE II

The Notes


 


Section 2.01                                Creation
and Designation.


 


(a)                                  There
is hereby created and designated a series of Notes to be issued pursuant to the
Indenture and this Indenture Supplement to be known as “Navistar Financial
Dealer Note Master Owner Trust Floating Rate Dealer Note Asset Backed Notes,
Series 2004-1” or the “Series 2004-1 Notes.” The Series 2004-1 Notes
shall be issued in two classes, Class A and Class B, executed by the Issuer and
authenticated by or on behalf of the Indenture Trustee, substantially in the
form of Exhibit A-1 and Exhibit A-2, respectively.


 


(b)                                 The
Series 2004-1 Notes shall not be subordinated to any other series of
Notes.  The Class B Notes shall be
subordinate to the Class A Notes to the extent provided in this Indenture
Supplement.


 


Section 2.02                                Form
of Delivery; Depository; Denominations.


 


(a)                                  The
Series 2004-1 Notes shall be delivered in the form of global Registered Notes
as provided in Sections 2.02,  2.04 and 3.01 of the
Indenture, respectively.


 


(b)                                 The
Depository for the Series 2004-1 Notes shall be The Depository Trust Company,
and the Series 2004-1 Notes shall initially be registered in the name of Cede
& Co., its nominee.


 


16

















 


(c)                                  The
Foreign Depositories for the Series 2004-1 Notes shall be Clearstream Banking,
Société Anonyme and Euroclear Bank S.A./N.V., as the operator of the Euroclear
System.


 


(d)                                 The
Series 2004-1 Notes shall be issued in minimum denominations of $1,000 and
integral multiples of that amount.


 


Section 2.03                                Delivery
and Payment.


 


(a)                                  The
Issuer shall execute and deliver the Series 2004-1 Notes to the Indenture
Trustee for authentication, and the Indenture Trustee shall deliver the Series
2004-1 Notes when authenticated, each in accordance with Section 3.03
of the Indenture.


 


ARTICLE III

Allocations, Deposits and Payments


 


Section 3.01                                Series 2004-1 Available Interest Amounts.


 


(a)                                  Allocation
of Series 2004-1 Available Interest Amounts.  On each Transfer Date, the Indenture Trustee, at the direction of
the Servicer, shall apply Series 2004-1 Available Interest Amounts as follows:


 


(i)                                     first,
the Servicer shall be paid the Series 2004-1 Servicing Fee due on such Transfer
Date  (to the extent it has not been
waived by the Servicer for such Transfer Date, and if the Servicer shall waive
any Series 2004-1 Servicing Fee, the Servicer shall give notice of such waiver
to each of the Note Rating Agencies);


 


(ii)                                  second,
any remaining Series 2004-1 Available Interest Amounts shall be deposited into
the Series 2004-1 Interest Funding Account in an amount equal to the product of
(A) a fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, (B) the Class A
Interest Rate applicable to the related Interest Period, and (C) the Class A
Outstanding Principal Amount, determined as of the Payment Date preceding the
related Payment Date (or with respect to the first Payment Date, as of the
Issuance Date) (the “Class A Monthly Interest”), plus an amount equal to
the excess, if any, of the aggregate amount accrued pursuant to this Section 3.01(a)(ii)
as of prior Interest Periods over the aggregate amount of interest paid to the
Class A Noteholders pursuant to this Section 3.01(a)(ii) in respect
of such prior Interest Periods, together with interest at the Class A Interest
Rate on such delinquent amount, to the extent permitted by applicable law;


 


(iii)                               third, any remaining
Series 2004-1 Available Interest Amounts shall be deposited into the Series
2004-1 Interest Funding Account an amount equal to the product of (A) a
fraction, the numerator of which is the actual number of days in the related
Interest Period and the denominator of which is 360, (B) the Class B Interest
Rate applicable to the related


 


17

















 


Interest Period, and (C) the Class B Outstanding Principal Amount,
determined as of the Payment Date preceding the related Payment Date (or with
respect to the first Payment Date, as of the Issuance Date) (the “Class B
Monthly Interest”), plus an amount equal to the excess, if any, of the
aggregate amount accrued pursuant to this Section 3.01(a)(iii) as
of prior Interest Periods over the aggregate amount of interest paid to the
Series Class B Noteholders pursuant to this Section 3.01(a)(iii) in
respect of such prior Interest Periods, together with interest at the Class B
Interest Rate on such delinquent amount, to the extent permitted by applicable
law;


 


(iv)                              fourth,
any remaining Series 2004-1 Available Interest Amounts shall be deposited into
the Series 2004-1 Spread Account to the extent of any Spread Account Deposit
Amount;


 


(v)                                 fifth,
any remaining Series 2004-1 Available Interest Amounts shall be treated as
Series 2004-1 Available Principal Amounts to the extent of the amount of Series
2004-1 Noteholder Allocated Dealer Note Losses for the related Due Period;


 


(vi)                              sixth,
any remaining Series 2004-1 Available Interest Amounts shall be treated as
Series 2004-1 Available Principal Amounts for the reinstatement of the Series
2004-1 Collateral Amount to the extent of the Series 2004-1 Unreimbursed Amount
(the amount being reinstated is referred to as the “Reinstatement Amount”),
and then, to the extent that the Series 2004-1 Overcollateralization Amount is
less than the Series 2004-1 Target Overcollateralization Amount as a result of
an Excess Cash Collateral Event, an amount up to such shortfall shall be
treated as Series 2004-1 Available Principal Amounts, and the Series 2004-1
Overcollateralization Amount shall be increased by the same amount;


 


(vii)                           seventh, any remaining
Series 2004-1 Available Interest Amounts will be deposited into the Series
2004-1 Negative Carry Account to the extent of the Required Negative Carry
Account Balance;


 


(viii)                        eighth, any remaining Series
2004-1 Available Interest Amounts shall be paid to the Servicer to the extent
any Series 2004-1 Servicing Fee which had been previously waived unless that
amount has been waived again; and


 


(ix)                                ninth,
any remaining Series 2004-1 Available Interest Amounts shall be treated as
Excess Available Interest Amounts and allocated pursuant to Section 5.03
of the Indenture.


 


(b)                                 Excess
Available Interest Amounts; Excess Finance Charge Collections.  On each Transfer Date, commencing with the
initial Transfer Date, if Series 2004-1 Available Interest Amounts are
insufficient to make the allocations provided in Sections 3.01(a)(i)
through (vii) above, the Servicer shall allocate Excess Available
Interest Amounts, if any, allocated to


 


18

















 


Series 2004-1 pursuant to Section 5.03 of
the Indenture to cover the Series Available Interest Amounts Shortfall.  If, after the application of Excess
Available Interest Amounts, any Series Available Interest Amounts Shortfall
remains, the Indenture Trustee shall allocate Excess Finance Charge
Collections, if any, allocated to Series 2004-1 pursuant to Section 5.03
of the Indenture to cover such remaining Series Available Interest Amounts
Shortfall.


 


(c)                                  Spread
Account Draws.


 


(i)                                     To
the extent that Series 2004-1 Available Interest Amounts are insufficient to
pay in full the amount described in Section 3.01(a)(v) and Series
2004-1 is in the Early Redemption Period, the Indenture Trustee shall withdraw
funds from the Series 2004-1 Spread Account in an amount equal to the lesser of
(A) the amount of such shortfall and (B) the amount on deposit in the Series
2004-1 Spread Account (after giving effect to any withdrawals from the Series
2004-1 Spread Account on such Transfer Date).


 


(ii)                                  To
the extent that Series 2004-1 Available Interest Amounts (without giving effect
to clause (vi) of the definition thereof) are insufficient to pay in
full the amounts set forth in Sections 3.01(a)(ii) and (iii), an
amount equal to the lesser of (A) the amount of such shortfall and (B) the
amount on deposit in the Series 2004-1 Spread Account (after giving effect to
any withdrawals from the Series 2004-1 Spread Account on such Transfer Date
other than a withdrawal pursuant to Section 3.01(c)(i) on such
date), shall be withdrawn from the Series 2004-1 Spread Account and treated as
“Series 2004-1 Available Interest Amounts.”


 


Section 3.02                                Series 2004-1 Available Principal Amounts.


 


(a)                                  Allocation
of Series 2004-1 Available Principal Amounts.  On each Transfer Date, the Indenture Trustee, at the direction of
the Servicer, shall apply Series 2004-1 Available Principal Amounts as follows:


 


(i)                                     first,
if the Series 2004-1 Available Interest Amounts are insufficient to make the
payments on the Series 2004-1 Notes on each Payment Date pursuant to Sections
3.01(a)(ii) and (iii), to the Series 2004-1 Interest Funding
Account, an amount equal to the lesser of (i) the amount of that shortfall and
(ii) the Series 2004-1 Collateral Amount (after taking into account any
reinstatements pursuant to Section 3.03(d) and reductions due to Section 3.03(a)(ii));
provided, however, that the Class A Nominal Liquidation Amount
shall not be reduced by using the Series 2004-1 Available Principal Amounts to
pay Class B Monthly Interest;


 


(ii)                                  second,
if the Series 2004-1 Notes are in an Accumulation Period, to the Series 2004-1
Principal Funding Account, the Series 2004-1 Controlled Deposit Amount to the
extent of the Series 2004-1 Nominal Liquidation Amount (computed before giving
effect to such deposit but after giving


 


19

















 


effect to any reinstatements pursuant to Sections 3.03(d)(i) and
(ii) and reductions pursuant to Sections 3.03(a)(i) and (ii)),
and any remaining Series 2004-1 Available Principal Amounts shall be treated as
Excess Available Principal Amounts;


 


(iii)                               third, if the Series
2004-1 Notes are in an Early Redemption Period, to the Series 2004-1 Principal
Funding Account any remaining Series 2004-1 Available Principal Amounts to the
extent of the Series 2004-1 Nominal Liquidation Amount (computed before giving
effect to such deposit but after giving effect to any reinstatements pursuant
to Sections 3.03(d)(i) and (ii) and reductions pursuant to Sections
3.03(a)(i) and (ii)) for payment to the Series 2004-1 Noteholders,
and any remaining Series 2004-1 Available Principal Amounts shall be treated as
Excess Available Principal Amounts;


 


(iv)                              fourth,
to the extent that the Spread Account Deposit Amount is greater than zero
(after giving effect to any other deposits to or withdrawals from the Series
2004-1 Spread Account on such Transfer Date, reductions to the Series 2004-1 Nominal Liquidation Amount
in accordance with Sections 3.03(a)(i) and (ii) and
reinstatements pursuant to Sections 3.03(d)(i) and (ii)), to the
Series 2004-1 Spread Account an amount equal to such Spread Account Deposit
Amount;


 


(v)                                 fifth,
if Series 2004-1 is in its Revolving Period, at the Servicer’s discretion and
subject to the requirement that after giving effect to clause (vi) below
the balance in the Series 2004-1 Negative Carry Account is at least equal to
the Required Negative Carry Account Balance, to the Series 2004-1 Principal
Funding Account any amounts that would be required to be on deposit in the
Excess Funding Account up to the amount that would reduce the Series 2004-1
Nominal Liquidation Amount to zero;


 


(vi)                              sixth,
if the amount on deposit in the Series 2004-1 Negative Carry Account is less
than the Required Negative Carry Account Balance, to the Series 2004-1 Negative
Carry Account to the extent of the Required Negative Carry Account Balance; and


 


(vii)                           seventh, if Series 2004-1 is
not in its Accumulation Period or an Early Redemption Period, any remaining
Series 2004-1 Available Principal Amounts shall be treated as Excess Available
Principal Amounts and allocated pursuant to Section 5.02 of the
Indenture.


 


(b)                                 Excess
Available Principal Amounts; Shared Principal Collections.  On each Transfer Date, commencing after the
Issuance Date, if Series 2004-1 Available Principal Amounts are insufficient to
make the allocations provided in Sections 3.02(a)(i) through (iv)
and (vi) above, the Indenture Trustee shall allocate Excess Available
Principal Amounts, if any, allocated to Series 2004-1 pursuant to Section 5.02
of the Indenture to cover the Series Available Principal Amounts
Shortfall.  If, after the application of
Excess Available Principal Amounts,


 


20

















 


any Series Available Principal Amounts Shortfall remains, the Indenture
Trustee shall allocate Shared Principal Collections, if any, allocated to
Series 2004-1 pursuant to Section 5.02 of the Indenture to cover
such remaining Series Available Principal Amounts Shortfall.


 


Section 3.03           Reductions and Reinstatements.  The Series 2004-1 Collateral Amount, Series
2004-1 Overcollateralization Amount and Series 2004-1 Nominal Liquidation
Amount shall be calculated on each Transfer Date and shall be reduced and
reinstated as described below.


 


(a)                                  Reductions.  The Series 2004-1 Nominal Liquidation Amount
and the Series 2004-1 Overcollateralization Amount shall be reduced on any
Transfer Date in the order described in Section 3.03(b) below by
the following amounts allocated on that Transfer Date:


 


(i)                                     the
amount, if any, of the Series 2004-1 Available Principal Amounts used to pay
interest on the Series 2004-1 Notes as described in Section 3.02(a)(i);


 


(ii)                                  the
amount of Series 2004-1 Noteholder Allocated Dealer Note Losses for such Due
Period to the extent that they are not covered by Series 2004-1 Available
Interest Amounts as described in Section 3.01(a)(v);


 


(iii)                               the amount, if any,
deposited into the Series 2004-1 Spread Account in accordance with Section 3.02(a)(iv);
and


 


(iv)                              the
amount, if any, of the Series 2004-1 Available Principal Amount deposited into
the Series 2004-1 Negative Carry Account pursuant to Section 3.02(a)(vii).


 


(b)                                 Allocation
of Reductions.  On each Transfer
Date, the amount of any reduction in the Series 2004-1 Collateral Amount due to
Sections 3.03(a)(i), (ii), (iii) or (iv) above
shall be allocated as follows:


 


(i)                                     first,
the Series 2004-1 Overcollateralization Amount (computed without giving effect
to any reductions due to Sections 3.03(a)(i) through (iv) on such
date) shall be reduced by the amount of such reduction until the Series 2004-1
Overcollateralization Amount is reduced to zero;


 


(ii)                                  second,
the Class B Nominal Liquidation Amount (computed without giving effect to any
reductions due to Sections 3.03(a)(i) through (iv) on such date)
shall be reduced by any remaining amount until the Class B Nominal Liquidation
Amount is reduced to zero; and


 


(iii)                               third, the Class A
Nominal Liquidation Amount (computed without giving effect to any reductions
due to Sections 3.03(a)(i) through (iv) on such date) shall be
reduced by any remaining amount until the Class A Nominal Liquidation Amount is
reduced to zero; provided, however, that the Class A Nominal
Liquidation Amount shall not be reduced by using the Series 2004-1 Available
Principal Amounts to pay Class B Monthly Interest.


 


21

















 


(c)                                  Reinstatements.  The Series 2004-1 Nominal Liquidation Amount
and the Series 2004-1 Overcollateralization Amount shall be reinstated on any
Transfer Date by the amount of the Series 2004-1 Available Interest Amounts
that are applied to cover the Reinstatement Amount for that Transfer Date
pursuant to Section 3.01(a)(vi) and by the amount of funds released
from the Series 2004-1 Negative Carry Account that are applied to cover any
Series 2004-1 Unreimbursed Amount for that Transfer Date pursuant to Section 3.12(b).


 


(d)                                 Allocation
of Reinstatements.  The
Reinstatement Amount for any Transfer Date specified in Section 3.03(c)
shall be applied as follows:


 


(i)                                     first,
if the Class A Nominal Liquidation Amount has been reduced as described in Section 3.03(b)
above and is not fully reinstated, to the Class A Nominal Liquidation Amount
until such allocation equals the excess of (A) the Class A Outstanding
Principal Amount, over (B) the amount on deposit (other than investment
earnings) in the Series 2004-1 Principal Funding Account on that Transfer Date
allocable to the Class A Notes;


 


(ii)                                  second,
if the Class B Nominal Liquidation Amount of the Class B Notes has been reduced
as described in Section 3.03(b) above and is not fully reinstated,
to the Class B Nominal Liquidation Amount until such allocation equals the
excess of (A) the Class B Outstanding Principal Amount, over (B) the amount on
deposit (other than investment earnings) in the Series 2004-1 Principal Funding
Account on that Transfer Date allocable to the Class B Notes; and


 


(iii)                               third, to the Series
2004-1 Overcollateralization Amount until the Series 2004-1
Overcollateralization Amount equals the Series 2004-1 Target
Overcollateralization Amount.


 


Section 3.04           Payment on the Series 2004-1
Notes.  On each Transfer Date, the
Indenture Trustee, acting in accordance with instructions from the Servicer,
shall transfer to the Series 2004-1 Principal Funding Account and Series 2004-1
Interest Funding Account funds on deposit in the Deposit Account.  On each Payment Date, after all allocations
and reallocations pursuant to Sections 3.01 and 3.02, the Indenture Trustee
shall make or cause to be made, without duplication, the following
distributions to the extent of available funds from the Series 2004-1 Principal
Funding Account and the Series 2004-1 Interest Funding Account:


 


(a)                                  Interest
Distributions.  On each Payment Date
(including the Expected Principal Payment Date) amounts on deposit in the
Series 2004-1 Interest Funding Account shall be distributed in the following
manner, first, to the Class A Noteholders, accrued and unpaid interest
on the Class A Notes for that Payment Date, and second, to the Class B
Noteholders, accrued and unpaid interest on the Class B Notes for that Payment
Date.  If there is a shortfall in the
amounts required to be distributed pursuant to the preceding clauses first
and second, then the amounts actually distributed pursuant to such
clauses shall be shared among the Persons entitled thereto in proportion to the
amounts owing such Persons.


 


22

















 


(b)                                 Expected
Principal Payment Date.  On the
Expected Principal Payment Date, amounts on deposit in the Series 2004-1
Principal Funding Account shall be distributed as principal first, to
the Class A Noteholders (up to a maximum of the Class A Outstanding Principal
Amount on such Payment Date), and second, to the Class B Noteholders (up
to a maximum of the Class B Outstanding Principal Amount on such Payment
Date).  If there is a shortfall in the
amounts required to be distributed pursuant to the preceding clauses first
and second, then the amounts actually distributed pursuant to such
clauses shall be shared among the Persons entitled thereto in proportion to the
amounts owing such Persons.


 


(c)                                  Early
Redemption Period.  On each Payment
Date during an Early Redemption Period, amounts on deposit in the Series 2004-1
Principal Funding Account shall be distributed as principal first, to
the Class A Noteholders (up to a maximum of the Class A Outstanding Principal
Amount on such Payment Date), and second, to the Class B Noteholders (up
to a maximum of the Class B Outstanding Principal Amount on such Payment
Date).  If there is a shortfall in the
amounts required to be distributed pursuant to the preceding clauses first
and second, then the amounts actually distributed pursuant to such
clauses shall be shared among the Persons entitled thereto in proportion to the
amounts owing such Persons.


 


(d)                                 Any
installment of interest or principal, if any, payable on any Series 2004-1 Note
which is punctually paid or duly provided for by the Issuer and the Indenture
Trustee on the applicable Payment Date shall be paid by the Paying Agent to the
Person in whose name such Series 2004-1 Note (or one or more predecessor Notes)
is registered on the Note Record Date, by wire transfer of immediately
available funds to such Person’s account as has been designated by written
instructions received by the Paying Agent from such Person not later than the
close of business on the third Business Day preceding the date of payment or,
if no such account has been so designated, by check mailed first-class, postage
prepaid to such Person’s address as it appears on the Note Register on such Note
Record Date, except that with respect to Notes registered on the Note Record
Date in the name of the nominee of Cede & Co., payment shall be made by
wire transfer in immediately available funds to the account designated by such
nominee.


 


(e)                                  The
right of the Series 2004-1 Noteholders to receive payments from the Issuer
shall terminate on the first Business Day following the Series 2004-1
Termination Date.


 


Section 3.05           Accumulation Period Length and
Accumulation Period Commencement Date. 
On or prior to the Payment Date which is ten months prior to the Payment
Date which is the Expected Principal Payment Date, the Servicer shall determine
in its sole discretion the Accumulation Period Length and the Accumulation
Period Commencement Date and, promptly following such determination, the
Servicer shall notify the Master Owner Trust Trustee, the Indenture Trustee and
the Note Rating Agencies in writing of such determination.


 


Section 3.06           Final Payment of the Series 2004-1
Notes


 


(a)                                  Series
2004-1 Noteholders shall be entitled to payment of principal in an amount equal
to the Series 2004-1 Outstanding Principal Amount. However, Series 2004-1
Available Principal Amounts shall be available to pay principal on the Series
2004-1 Notes only up to the Series 2004-1 Nominal Liquidation Amount (for the
purposes of this provision, without


 


23

















 


giving effect to reductions pursuant to clause (i) of the definitions
of Class A Nominal Liquidation Amount and Class B Nominal Liquidation Amount).


 


(b)                                 The
Series 2004-1 Notes shall be considered to be paid in full, the holders of the
Series 2004-1 Notes shall have no further right or claim, and the Issuer shall
have no further obligation or liability for principal or interest, on the
earliest to occur of:


 


(i)                                     the
date on which the Series 2004-1 Outstanding Principal Amount is reduced to zero
and all accrued interest on the Series 2004-1 Notes is paid in full; or


 


(ii)                                  the
Legal Final Maturity Date of the Series 2004-1 Notes, after giving effect to
all deposits, allocations, reallocations, sales of Dealer Notes and payments to
be made on that date.


 


 


Section 3.07           Netting of Deposits and Payments.  The Issuer, in its sole discretion, may make
all deposits to the Series 2004-1 Interest Funding Account and the Series
2004-1 Principal Funding Account pursuant to this Section 3.07 with respect to
any Payment Date net of, and after giving effect to, all reallocations to be
made pursuant to Article III.


 


Section 3.08           Calculation Agent; Determination
of LIBOR.


 


(a)                                  The
Issuer hereby agrees that for so long as any Series 2004-1 Notes are
Outstanding, there shall at all times be an agent appointed to calculate LIBOR
for each Interest Period (the “Calculation Agent”). The Issuer hereby
initially appoints the Indenture Trustee as the Calculation Agent for purposes
of determining LIBOR for each Interest Period. The Calculation Agent may be
removed by the Issuer at any time. If the Calculation Agent is unable or
unwilling to act as such or is removed by the Issuer, or if the Calculation
Agent fails to determine LIBOR for an Interest Period, the Issuer shall
promptly appoint a replacement Calculation Agent that does not control or is
not controlled by or under common control with the Issuer or its Affiliates.
The Calculation Agent may not resign its duties, and the Issuer may not remove
the Calculation Agent, without a successor having been duly appointed.


 


(b)                                 The
Class A Interest Rate and Class B Interest Rate, applicable to the then current
and the immediately preceding Interest Periods, may be obtained by contacting
the Indenture Trustee at its Master Owner Trust Corporate Trust Office at
https://wwwd.bankofny.com/corptrustprod/irmast.nsf/fissuers?openform or (212)
815-2484 or such other telephone number as shall be designated by the Indenture
Trustee for such purpose by prior written notice by the Indenture Trustee to
each Noteholder from time to time.


 


(c)                                  On
each LIBOR Determination Date, the Calculation Agent shall send to the
Indenture Trustee and the Master Owner Trust Beneficiary, by facsimile
transmission, notification of LIBOR for the following Interest Period, the
Class A Interest Rate, the Class B Interest Rate, the Class A Monthly Interest
and the Class B Monthly Interest.


 


Section 3.09           Computation of Interest.  Unless otherwise specified in this Indenture
Supplement, interest for any period shall be calculated from and including the
first day of such period, to but excluding the last day of such period.


 


24

















 


Section 3.10        Accounts.


 


(a)                                  Accounts;
Deposits to and Distributions from Accounts. On or before the Issuance
Date, the Indenture Trustee shall cause to be established and maintained four
Eligible Accounts denominated as follows: the “Series 2004-1 Interest
Funding Account,” the “Series 2004-1 Principal Funding Account,” the
“Series 2004-1 Negative Carry Account” and the “Series 2004-1 Spread
Account” (collectively, the “Series 2004-1 Accounts”) in the name of
the Indenture Trustee, bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Series 2004-1
Noteholders.  If on any day during the
Revolving Period the amounts on deposit in the Series 2004-1 Principal Funding
Account exceed the amount required to maintain the Seller’s Invested Amount at
the Minimum Seller’s Invested Amount, the Issuer may withdraw such excess from
the Series 2004-1 Principal Funding Account and treat such amount as “Excess
Available Principal Amounts;” provided, however, that such excess
shall only be released if after giving effect to all distributions and deposits
on such day the amount on deposit in the Series 2004-1 Spread Account on such
day equals or exceeds the Spread Account Required Amount as of such day.  The Indenture Trustee shall possess all
right, title and interest to all funds on deposit from time to time in each of
the Series 2004-1 Accounts and in all proceeds therefrom, for the benefit of
the Secured Parties.  For the avoidance
of doubt, it shall be a condition precedent to the withdrawal from the Series
2004-1 Principal Funding Account and the treatment of those funds as Excess
Available Principal Amounts that, and no funds shall be withdrawn from the
Series 2004-1 Principal Funding Account unless, on a pro forma basis after
giving effect to such withdrawal and application and all other deposits,
withdrawals and applications to made on such date, the Seller’s Invested Amount
shall not be less than the Minimum Seller’s Invested Amount, and after taking into
account such increase or such conversion to Dealer Notes or receivables, the
funds on deposit in the Series 2004-1 Spread Account shall not be less than the
Spread Account Required Amount, the funds on deposit in the Series 2004-1
Negative Carry Account shall not be less than the Required Negative Carry
Account Balance, and all other enhancement will not be less than the required
amount and there is no writedown of the Series 2004-1 Overcollateralization
Amount, the Series 2004-1 Collateral Amount or the Note balance of any kind, in
each case, after giving effect to such withdrawals, applications and
deposits.  The Series 2004-1 Accounts
constitute Supplemental Accounts and shall be under the sole dominion and control
of the Indenture Trustee for the benefit of the Series 2004-1 Noteholders.  If, at any time, the institution holding any
Series 2004-1 Account ceases to be an Eligible Institution, the Issuer shall
within 15 Business Days (or such longer period, not to exceed 30 calendar days,
as to which each Note Rating Agency may consent) establish a new applicable
Series 2004-1 Account, that is an Eligible Account and shall transfer any cash
and/or investments to such new Series 2004-1 Account. From the date such new
Series 2004-1 Account is established, it shall be a Series 2004-1 Account,
bearing the name of the Series 2004-1 Account it has replaced.


 


(b)                                 All
payments to be made from time to time by the Indenture Trustee to Series 2004-1
Noteholders out of funds in the Series 2004-1 Accounts pursuant to this
Indenture Supplement shall be made by the Indenture Trustee to the Paying Agent
not later than 12:00 noon on the applicable Payment Date but only to the extent
of funds in the applicable Account or as otherwise provided in Article III.


 


25

















 


 


Section 3.11                                Spread
Account.


 


(a)                                  On
the Closing Date, the Seller shall deposit into the Series 2004-1 Spread
Account an amount equal to the Spread Account Initial Deposit.


 


(b)                                 Funds
on deposit in the Series 2004-1 Spread Account overnight or for a longer period
shall at all times be invested in Eligible Investments at the direction of the
Servicer or its agent, subject to the restrictions set forth in the Agreement
and subject to the requirement that each such Eligible Investment shall have a
stated maturity on or prior to the following Transfer Date.  Net interest and earnings (less investment
expenses) on funds on deposit in the Series 2004-1 Spread Account, if any,
shall constitute Series 2004-1 Available Interest Amounts.


 


(c)                                  On
any Transfer Date on which the amount of funds on deposit in the Series 2004-1
Spread Account is greater than the Spread Account Required Amount on such
Transfer Date, the Servicer shall withdraw the amount of such excess from the
Series 2004-1 Spread Account and allocate and pay such excess to the holders of
the Seller’s Certificates.


 


(d)                                 Upon
payment in full of the Outstanding Principal Amount of the Series 2004-1 Notes,
any funds remaining on deposit in the Series 2004-1 Spread Account shall be
distributed to the holders of the Seller’s Certificates.


 


Section 3.12                                Negative
Carry Account.


 


(a)          During the Revolving
Period, if funds are deposited into the Series 2004-1 Principal Funding Account
from the Excess Funding Account, then concurrent with such deposit, funds will
be deposited into the Series 2004-1 Negative Carry Account.


 


(b)         If on any Transfer Date,
the amount on deposit in the Series 2004-1 Negative Carry Account exceeds the
Required Negative Carry Account Balance on such Transfer Date, the Servicer
shall withdraw such excess from the Series 2004-1 Negative Carry Account and
pay such excess to the holders of the Seller’s Certificates; provided, however,
that if funds are released from the Series 2004-1 Principal Funding Account and
concurrently with such release funds are required to be deposited into the
Series 2004-1 Spread Account to maintain the Spread Account Required Amount,
such funds in an amount up to the Spread Account Deposit Amount shall be
withdrawn from the Series 2004-1 Negative Carry Account and deposited into the
Series 2004-1 Spread Account; provided further that in the event Series 2004-1
Available Principal Amounts have been used to make deposits into the Series
2004-1 Negative Carry Account and there remains any Series 2004-1 Unreimbursed
Amount, such funds in an amount up to the amount of Series 2004-1 Available
Principal Amounts so used and not previously reimbursed shall be treated as
Series 2004-1 Available Principal Amounts for the reinstatement of the Series
2004-1 Collateral Amount.


 


(c)          Funds on deposit in the
Series 2004-1 Negative Carry Account overnight or for a longer period shall at
all times be invested in Eligible Investments at the direction of the Servicer
or its agent, subject to the restrictions set forth in the Agreement and
subject to the requirement that each such Eligible Investment shall have a
stated maturity on or prior to the following Transfer Date.  Net interest and earnings (less investment
expenses) on funds on deposit in the Series 2004-1 Negative Carry Account, if
any, shall constitute Series 2004-1 Available Interest Amounts.


 


26

















 


(d)         Upon payment in full of
the Outstanding Principal Amount of the Series 2004-1 Notes, any funds remaining
on deposit in the Series 2004-1 Negative Carry Account shall be distributed to
the holders of the Seller’s Certificates.


 


Section 3.13                                Reports
and Statements to Series 2004-1 Noteholders.


 


(a)                                  On
each Payment Date, the Indenture Trustee shall forward to each Series 2004-1
Noteholder a statement substantially in the form of Exhibit B (the “Servicer
Certificate”) prepared by the Servicer.


 


(b)                                 Not
later than the Transfer Date, the Servicer shall deliver to the Master Owner
Trust Trustee, each Note Rating Agency and the Indenture Trustee the Servicer
Certificate.


 


(c)                                  On
or before January 31 of each calendar year, beginning with
January 31, 2005, the Indenture Trustee shall furnish or cause to be
furnished to each Person who at any time during the preceding calendar year was
a Series 2004-1 Noteholder, a statement prepared by the Servicer containing the
information which is required to be contained in the statement to Series 2004-1
Noteholders, as set forth in paragraph (a) above, aggregated for such calendar
year or the applicable portion thereof during which such Person was a Series
2004-1 Noteholder, together with other information as is required to be
provided by an issuer of indebtedness under the Internal Revenue Code. Such
obligation of the Indenture Trustee shall be deemed to have been satisfied to
the extent that substantially comparable information shall be provided by the
Servicer pursuant to any requirements of the Internal Revenue Code as from time
to time in effect.


 


ARTICLE IV

MISCELLANEOUS PROVISIONS


 


Section 4.01           Ratification
of Indenture.  As supplemented by
this Indenture Supplement, the Indenture is in all respects ratified and
confirmed and the Indenture as so supplemented by this Indenture Supplement
shall be read, taken and construed as one and the same instrument.


 


Section 4.02           Counterparts.  This Indenture 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 4.03           GOVERNING
LAW.  THIS INDENTURE SUPPLEMENT WILL
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.


 


Section 4.04           Limitation
of Owner Trustee Liability. 
Notwithstanding anything to the contrary, this Indenture Supplement 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.  In no event shall Chase Manhattan
Bank USA, National Association in its


 


27

















 


individual capacity or, except as expressly provided in the Master
Owner Trust Agreement, as Master Owner Trust Trustee, have any liability for
the representations, warranties, covenants, agreement or other obligations of
Navistar Financial Dealer Note Master Owner Trust hereunder or in any
certificates, notices or agreements delivered pursuant hereto, as to all of
which recourse shall be had solely to the assets of Navistar Financial Dealer
Note Master Owner Trust.  For all
purposes of this Indenture Supplement, in the performance of its duties or
obligations hereunder or in the performance of any duties or obligations of
Navistar Financial Dealer Note Master Owner Trust hereunder, the Master Owner
Trust Trustee shall be subject to, and entitled to the benefits of, the terms
and provisions of the Master Owner Trust Agreement.


 


28

















 


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


 


	
   

  	
  NAVISTAR FINANCIAL
  DEALER NOTE

  MASTER OWNER TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Chase Manhattan Bank
  USA, National

  Association, as Master Owner Trust Trustee

  and not in its individual capacity

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John J. Cashin

  	
   

  
	
   

  	
  Name:  John J. Cashin

  
	
   

  	
  Title:  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK,
  as Indenture Trustee

  and not in its individual capacity

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jonathan Farber

  	
   

  
	
   

  	
  Name: Jonathan Farber

  
	
   

  	
  Title:  Assistant Treasurer

  
					



 

















 


EXHIBIT A-1


 


FORM OF SERIES 2004-1 NOTE, CLASS A


 


UNLESS THIS NOTE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.


 


THE HOLDER OF THIS
NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT SHALL NOT AT ANY
TIME INSTITUTE AGAINST THE ISSUER, NAVISTAR FINANCIAL SECURITIES CORPORATION,
NAVISTAR FINANCIAL CORPORATION, OR THE NAVISTAR FINANCIAL DEALER NOTE MASTER
TRUST, OR JOIN IN ANY INSTITUTION AGAINST THE ISSUER, NAVISTAR FINANCIAL
SECURITIES CORPORATION, NAVISTAR FINANCIAL CORPORATION, OR THE NAVISTAR
FINANCIAL DEALER NOTE MASTER TRUST, OF, ANY BANKRUPTCY PROCEEDINGS UNDER ANY
UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY
OBLIGATIONS RELATING TO THE NOTES OR THE INDENTURE.


 


THE HOLDER OF THIS
NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST IN
THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT
THE NOTES AS INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND
FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY
INCOME.


 


THE HOLDER OF THIS
NOTE SHALL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (A) IT IS NOT AN
“EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE UNITED STATES
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS
SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A “PLAN” DESCRIBED IN
SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR (III) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS OF ANY
SUCH PLAN OR (B) THE PURCHASE AND HOLDING OF


 


A-1-1

















 


THE NOTE SHALL NOT
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA
OR SECTION 4975 OF THE CODE.


 


 


	
  A-1 REGISTERED
  $                   

  	
   

  	
  No. 

  	
  CUSIP NO.

  



 


NAVISTAR FINANCIAL
DEALER NOTE MASTER OWNER TRUST


 


FLOATING RATE
ASSET BACKED NOTES, SERIES 2004-1 Navistar Financial Dealer Note Master Owner
Trust, a statutory trust created under the laws of the State of Delaware
(herein referred to as the “Issuer”), for value received, hereby
promises to pay to CEDE & CO., or registered assigns, subject to the
following provisions, a principal sum of
                                 
payable on the May 2007 Payment Date (the “Expected Principal Payment Date”),
except as otherwise provided below or in the Indenture; provided, however,
that the entire unpaid principal amount of this Note shall be due and payable
on the May 2010 Payment Date (the “Legal Final Maturity Date”). Interest
shall accrue on this Note from each Payment Date (or, in the case of the first
Payment Date, from the date of issuance of this Note) to but excluding the
following Payment Date. Interest shall be computed on the basis of a 360-day
year and the actual number of days elapsed. Such principal of and interest on
this Note shall be paid in the manner specified on the reverse hereof.


 


The principal of
and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts. All payments made by the Issuer with respect to this
Note shall be applied first to interest due and payable on this Note as
provided above and then to the unpaid principal of this Note.


 


Reference is made
to the further provisions of this Note set forth on the reverse hereof, which
shall have the same effect as though fully set forth on the face of this Note.


 


Unless the
certificate of authentication hereon has been executed by the Indenture Trustee
whose name appears below by manual signature, this Note shall not be entitled
to any benefit under the Indenture referred to on the reverse hereof, or be
valid for any purpose.


 


A-1-2

















 


IN WITNESS
WHEREOF, the Issuer has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer.


 


	
   

  	
  NAVISTAR FINANCIAL DEALER NOTE MASTER

  OWNER TRUST, as Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  CHASE MANHATTAN BANK USA, NATIONAL

  ASSOCIATION, not in its individual capacity but

  solely as Master Owner Trust Beneficiary

  under the Master Owner Trust Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:
  June 10, 2004

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  INDENTURE
  TRUSTEE’S CERTIFICATE OF AUTHENTICATION This is one of the Notes designated
  above and referred to in the within-mentioned Indenture.

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW
  YORK, not in its individual

  capacity but solely as Indenture Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:
  June 10, 2004

  
									



 


A-1-3

















 


[REVERSE
OF NOTE]


 


This Series 2004-1
Note, Class A is one of the Notes of a duly authorized issue of Notes of the
Issuer, designated as its Floating Rate Asset Backed Notes, Series 2004-1 Class
A (herein called the “Notes”), all issued under an Indenture dated as of
June 10, 2004 (such Indenture, as supplemented or amended, is herein
called the “Indenture”), as supplemented by an Indenture Supplement
dated as of June 10, 2004 (the “Indenture Supplement”), between the
Issuer and The Bank of New York, as Indenture Trustee (the “Indenture
Trustee”, which term includes any successor Indenture Trustee under the
Indenture), to which Indenture and all Indenture Supplements thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes.
The Notes are subject to all terms of the Indenture and the Indenture
Supplement. All terms used in this Note that are defined in the Indenture or
the Indenture Supplement, each as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture or the Indenture
Supplement, as so supplemented or amended.


 


Each Noteholder or
Note Owner, by acceptance of a Note or, in the case of a Note Owner, a
beneficial interest in a Note covenants and agrees that no recourse may be
taken, directly or indirectly, with respect to the obligations of the Master
Trust, the Master Trust Trustee, the Issuer, the Master Owner Trust Trustee or
the Indenture Trustee on the Notes or under the Indenture or any certificate or
other writing delivered in connection therewith, against (i) the Master Trust
Trustee, the Indenture Trustee or the Master Owner Trust Trustee in its
individual capacity, (ii) any owner of a beneficial interest in the Master
Trust Trustee the Issuer, (iii) any partner, owner, beneficiary, agent,
officer, director or employee of the Master Trust Trustee, the Indenture
Trustee or the Master Owner Trust Trustee in its individual capacity, or (iv)
any holder of a beneficial interest in the Master Trust Trustee, the Master
Owner Trust Trustee, the Master Trust, the Issuer, the Master Owner Trust
Trustee or the Indenture Trustee or of any successor or assign of the Master Trust
Trustee, the Indenture Trustee or the Master Owner Trust Trustee in its
individual capacity, except as any such Person may have expressly agreed and
except that any such partner, owner or beneficiary shall be fully liable, to
the extent provided by applicable law, for any unpaid consideration for stock,
unpaid capital contribution or failure to pay any installment or call owing to
such entity.


 


Each Noteholder or
Note Owner, by acceptance of a Note or, in the case of a Note Owner, a
beneficial interest in a Note, covenants and agrees that by accepting the
benefits of the Indenture that such Noteholder shall not at any time institute
against Navistar Financial Securities Corporation, Navistar Financial
Corporation, the Master Trust or the Issuer, or join in any institution against
Navistar Financial Securities Corporation, Navistar Financial Corporation, the
Master Trust or the Issuer of, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any United
States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or any Issuer Document.


 


Prior to the due
presentment for registration of transfer of this Note, the Issuer, the
Indenture Trustee and any agent of the Issuer or the Indenture Trustee may
treat the Person in whose name this Note (as of the day of determination or as
of such other date as may be specified in the Indenture) is registered as the
owner hereof for all purposes, whether or not this


 


A-1-4

















 


Note is overdue, and neither the Issuer, the Indenture Trustee nor any
such agent shall be affected by notice to the contrary.


 


THIS NOTE AND THE
INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER
THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.


 


No reference
herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of and interest on this Note at the times,
place, and rate, and in the coin or currency herein prescribed.


 


A-1-5

















 


ASSIGNMENT


 


Social Security or
taxpayer I.D. or other identifying number of assignee
                                        


 


FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto (name and
address of assignee)
                                    
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints attorney, to transfer said Note on the books kept for registration
thereof, with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  
	
   

  
	
   

  	
  *

  
	
  Signature
  Guaranteed

  
				



 


A-1-6

















 


EXHIBIT A-2


 


FORM OF SERIES 2004-1 NOTE, CLASS B


 


UNLESS THIS NOTE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.


 


THE HOLDER OF THIS
NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT SHALL NOT AT ANY
TIME INSTITUTE AGAINST THE ISSUER, NAVISTAR FINANCIAL SECURITIES CORPORATION,
NAVISTAR FINANCIAL CORPORATION, OR THE NAVISTAR FINANCIAL DEALER NOTE MASTER
TRUST, OR JOIN IN ANY INSTITUTION AGAINST THE ISSUER, NAVISTAR FINANCIAL
SECURITIES CORPORATION, NAVISTAR FINANCIAL CORPORATION, OR THE NAVISTAR
FINANCIAL DEALER NOTE MASTER TRUST, OF, ANY BANKRUPTCY PROCEEDINGS UNDER ANY
UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY
OBLIGATIONS RELATING TO THE NOTES OR THE INDENTURE.


 


THE HOLDER OF THIS
NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST IN
THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT
THE NOTES AS INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND
FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY
INCOME.


 


THE HOLDER OF THIS
NOTE SHALL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (A) IT IS NOT AN
“EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE UNITED STATES
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS
SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A “PLAN” DESCRIBED IN
SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR (III) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS OF ANY
SUCH PLAN OR (B) THE PURCHASE AND HOLDING OF


 


A-2-1

















 


THE NOTE SHALL NOT
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA
OR SECTION 4975 OF THE CODE.


 


 


	
  B-1 REGISTERED
  $                           

  	
   

  	
   

  	
  No.      CUSIP
  NO.           

  



 


NAVISTAR FINANCIAL
DEALER NOTE MASTER OWNER TRUST


 


FLOATING RATE
ASSET BACKED NOTES, SERIES 2004-1 Navistar Financial Dealer Note Master Owner
Trust, a statutory business trust created under the laws of the State of
Delaware (herein referred to as the “Issuer”), for value received,
hereby promises to pay to CEDE & CO., or registered assigns, subject to the
following provisions, a principal sum of
                        
payable on the May 2007 Payment Date (the “Expected Principal Payment Date”),
except as otherwise provided below or in the Indenture; provided, however,
that the entire unpaid principal amount of this Note shall be due and payable
on the May 2010 Payment Date (the “Legal Final Maturity Date”). Interest
shall accrue on this Note from each Payment Date (or, in the case of the first
Payment Date, from the date of issuance of this Note) to but excluding the
following Payment Date. Interest shall be computed on the basis of a 360-day year
and the actual number of days elapsed. Such principal of and interest on this
Note shall be paid in the manner specified on the reverse hereof.


 


The principal of
and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts. All payments made by the Issuer with respect to this
Note shall be applied first to interest due and payable on this Note as
provided above and then to the unpaid principal of this Note.


 


Reference is made
to the further provisions of this Note set forth on the reverse hereof, which
shall have the same effect as though fully set forth on the face of this Note.


 


Unless the
certificate of authentication hereon has been executed by the Indenture Trustee
whose name appears below by manual signature, this Note shall not be entitled
to any benefit under the Indenture referred to on the reverse hereof, or be
valid for any purpose.


 


This Series 2004-1
Note, Class B is subordinate in the right to payment of the Series 2004-1 Note,
Class A in the manner provided in the Indenture and the Series 2004-1 Indenture
Supplement.


 


A-2-2

















 


IN WITNESS
WHEREOF, the Issuer has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer.


 


	
   

  	
  NAVISTAR
  FINANCIAL DEALER NOTE MASTER

  OWNER TRUST, as Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  NAVISTAR
  FINANCIAL SECURITIES

  CORPORATION, not in its individual capacity but

  solely as Master Owner Trust Beneficiary under the

  Master Owner Trust Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date:
  June 10, 2004

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  INDENTURE
  TRUSTEE’S CERTIFICATE OF AUTHENTICATION This is one of the Notes designated
  above and referred to in the within-mentioned Indenture.

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW
  YORK, not in its individual

  capacity but solely as Indenture Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:
  June 10, 2004

  
									



 


A-2-3

















 


REVERSE
OF NOTE


 


This Series 2004-1
Note, Class B is one of the Notes of a duly authorized issue of Notes of the
Issuer, designated as its Floating Rate Asset Backed Notes, Series 2004-1 Class
B (herein called the “Notes”), all issued under an Indenture dated as of
June 10, 2004 (such Indenture, as supplemented or amended, is herein
called the “Indenture”), as supplemented by an Indenture Supplement
dated as of June 10, 2004 (the “Indenture Supplement”), between the
Issuer and The Bank of New York, as Indenture Trustee (the “Indenture Trustee”,
which term includes any successor Indenture Trustee under the Indenture), to
which Indenture and all Indenture Supplements thereto reference is hereby made
for a statement of the respective rights and obligations thereunder of the
Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are
subject to all terms of the Indenture and the Indenture Supplement. All terms
used in this Note that are defined in the Indenture or the Indenture
Supplement, each as supplemented or amended, shall have the meanings assigned
to them in or pursuant to the Indenture or the Indenture Supplement, as so
supplemented or amended.


 


Each Noteholder or
Note Owner, by acceptance of a Note or, in the case of a Note Owner, a
beneficial interest in a Note covenants and agrees that no recourse may be
taken, directly or indirectly, with respect to the obligations of the Master
Trust, the Master Trust Trustee, the Issuer, the Master Owner Trust Trustee or
the Indenture Trustee on the Notes or under the Indenture or any certificate or
other writing delivered in connection therewith, against (i) the Master Trust
Trustee, the Indenture Trustee or the Master Owner Trust Trustee in its
individual capacity, (ii) any owner of a beneficial interest in the Master
Trust Trustee the Issuer, (iii) any partner, owner, beneficiary, agent,
officer, director or employee of the Master Trust Trustee, the Indenture
Trustee or the Master Owner Trust Trustee in its individual capacity, or (iv)
any holder of a beneficial interest in the Master Trust Trustee, the Master
Owner Trust Trustee, the Master Trust, the Issuer, the Master Owner Trust
Trustee or the Indenture Trustee or of any successor or assign of the Master
Trust Trustee, the Indenture Trustee or the Master Owner Trust Trustee in its individual
capacity, except as any such Person may have expressly agreed and except that
any such partner, owner or beneficiary shall be fully liable, to the extent
provided by applicable law, for any unpaid consideration for stock, unpaid
capital contribution or failure to pay any installment or call owing to such
entity.


 


Each Noteholder or
Note Owner, by acceptance of a Note or, in the case of a Note Owner, a
beneficial interest in a Note, covenants and agrees that by accepting the
benefits of the Indenture that such Noteholder shall not at any time institute
against Navistar Financial Securities Corporation, Navistar Financial
Corporation, the Master Trust or the Issuer, or join in any institution against
Navistar Financial Securities Corporation, Navistar Financial Corporation, the
Master Trust or the Issuer of, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any United
States Federal or state bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or any other Issuer Document.


 


Prior to the due
presentment for registration of transfer of this Note, the Issuer, the
Indenture Trustee and any agent of the Issuer or the Indenture Trustee may
treat the Person in whose name this Note (as of the day of determination or as
of such other date as may be specified in the Indenture) is registered as the
owner hereof for all purposes, whether or not this


 


A-2-4

















 


Note is overdue, and neither the Issuer, the Indenture Trustee nor any
such agent shall be affected by notice to the contrary.


 


THIS NOTE AND THE
INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER
THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.


 


No reference
herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of and interest on this Note at the times,
place, and rate, and in the coin or currency herein prescribed.


 


A-2-5

















 


ASSIGNMENT


 


Social Security or
taxpayer I.D. or other identifying number of assignee
                                             


 


FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto (name and
address of assignee)
                                                  
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints attorney, to transfer said Note on the books kept for registration
thereof, with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  
	
   

  
	
   

  	
  *

  
	
  Signature Guaranteed

  
				



 


A-2-6

















 


EXHIBIT B


 


Form of Monthly Servicer and Settlement
Certificate


 


Navistar Financial Dealer Note Master Owner
Trust


 


Series 2004-1 Notes


 


Under the Series
2004-1 Indenture Supplement dated as of June 10, 2004 (the “Indenture
Supplement”) by and among the Navistar Financial Dealer Note Master Owner
Trust (the “Master Owner Trust”) and The Bank of New York, as trustee
(the “Indenture Trustee”), the Indenture Trustee is required to prepare
certain information each month regarding current distributions to certain
accounts and payments on the Series 2004-1 Notes as well as the performance of
the Master Owner Trust during the previous month.  The information which is required to be prepared with respect to
the Payment Date of
          
     ,          ,
the Transfer Date of
           ,
             and with
respect to the performance of the Master Owner 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 Note.  Certain other information is presented based
on the aggregate amounts for the Master Owner Trust as a whole.  Capitalized terms used but not otherwise
defined herein shall have the meanings assigned to such terms in the Indenture
Supplement.


 


	
  5.

  	
   

  	
  Series 2004-1 Notes Information

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  Series 2004-1 Nominal Liquidation Amount as of the Transfer Date  (after giving effect to the transactions
  set forth in Article III of the Series 2004-1 Indenture Supplement and
  to payments made on the  Payment Date)

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Series 2004-1 Nominal Liquidation Amount Deficiency, if any, as of
  the Transfer Date

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.2

  	
   

  	
  Series 2004-1 Collateral Amount as of the Transfer Date  (after giving effect to the transactions
  set forth in Article III of the Series 2004-1 Indenture Supplement and
  to payments made on the Payment Date).

  	
   

  	
  $ 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.3

  	
   

  	
  Series 2004-1 Overcollateralization Amount as of the Transfer
  Date  (after giving effect to the
  transactions set forth in Article III of the Series 2004-1 Indenture
  Supplement and to payments made on the 

  	
   

  	
   

  	
   

  	
   

  
									



 


B-1

















 


	
   

  	
   

  	
  Payment Date).

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Series 2004-1 Target Overcollateralization Amount, if any, as of the
  Transfer Date

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Series 2004-1 Overcollateralization Amount Deficiency, if any, as of
  the Transfer Date

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.4

  	
   

  	
  Series 2004-1 Allocated Dealer Note Losses for the Due Period

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.5

  	
   

  	
  Series 2004-1 Allocated Interest Amounts for the Due Period

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.6

  	
   

  	
  Series 2004-1 Allocated Principal Amounts for the Due Period

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.7

  	
   

  	
  Series 2004-1 Noteholders Allocated Dealer Note Losses for the Due
  Period

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.8

  	
   

  	
  Series 2004-1 Available Interest Amounts with respect to the Due
  Period

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.9

  	
   

  	
  Series 2004-1 Available Principal Amounts with respect to the Due
  Period

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.10

  	
   

  	
  Series Available Principal Amounts Shortfall, if any, for the Due
  Period

  	
   

  	
  $

  	
   

  	
   

  



 


B-2

















 


	
  5.11

  	
   

  	
  Sellers Invested Amount for the Series 2004-1 Notes for the Due
  Period

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.12

  	
   

  	
  Series Available Interest Amounts Shortfall, if any, for the Due
  Period

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.13

  	
   

  	
  Series 2004-1 Umreimbursed Amount, if any, for the Due Period

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.14

  	
   

  	
  Series Reassignment Amount as of the Transfer Date

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.15

  	
   

  	
  Series 2004-1 Required Seller’s Invested Amount as of the Payment
  Date

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.16

  	
   

  	
  Series
  2004-1 Controlled Accumulation Amount, if any, for the Due Period

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.17

  	
   

  	
  Series 2004-1 Controlled Deposit Amount, if any, for the Due Period

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.18

  	
   

  	
  Series Variable Allocation Percentage for the Due Period

  	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.19

  	
   

  	
  Series Fixed Allocation Percentage for the Due Period

  	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.20

  	
   

  	
  Total amount to be distributed on the Series 2004-1 Notes on the
  Payment Date

  	
   

  	
  $

  	
   

  	
   

  



 


B-3

















 


	
  5.21

  	
   

  	
  Total amount, if any, to be distributed on
  the Series 2004-1 Notes on the Payment Date allocable to the Outstanding
  Principal Amount

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.22

  	
   

  	
  Total amount to be distributed on the Series 2004-1 Notes on the
  Payment Date allocable to interest on the Series 2004-1 Notes

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.23

  	
   

  	
  Series 2004-1 Servicing Fee to be paid on the Payment Date

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.24.1 

  	
   

  	
  Series 2004-1 Investment Income

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.24.2

  	
   

  	
  Series 2004-1 Principal Funding Account Income

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.24.3

  	
   

  	
  Series 2004-1 Negative Carry Account Income

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.24.4

  	
   

  	
  Series 2004-1 Interest Funding Account Income

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.24.5

  	
   

  	
  Series 2004-1 Spread Account Income

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.25

  	
   

  	
  Series Excess Available Interest Amounts for the Due Period

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.26

  	
   

  	
  Excess Available Interest Amounts for the Due Period allocated to
  other Series of Notes

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.27

  	
   

  	
  Excess Available Interest Amounts for the Due Period allocated to
  other Series of Investor Certificates

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.28

  	
   

  	
  Excess Available Principal Collections allocated to Series 2004-1 for
  the Due Period

  	
   

  	
  $

  	
   

  	
   

  



 


B-4

















 


	
  5.29

  	
   

  	
  Amount of Shared Principal Collections allocated to Series 2004-1 for
  the Due Period

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.30

  	
   

  	
  Amount of Excess Available Principal Collections allocated to other
  Series of Notes for the Due Period

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.31

  	
   

  	
  Cash Collateral Percentage as of the Transfer Date

  	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.32

  	
   

  	
  Mismatch Amount for the Series 2004-1 Notes for the Due Period

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.33

  	
   

  	
  Reimbursement Amount for the Series 2004-1 Notes for the Due Period

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.34

  	
   

  	
  Certain amounts and calculations referenced in the definition of
  Early Redemption Event.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Account Information

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Series 2004-1 Spread Account Balance as of
  the Payment Date after giving effect to all withdrawals and deposits made on
  such Payment Date

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Series 2004-1 Spread Account Required Amount, if any, as of the
  Payment Date after giving effect to all withdrawals and deposits made on such
  Payment Date

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.2

  	
   

  	
  Series 2004-1 Principal Funding Account Balance as of the Payment
  Date after giving effect to all withdrawals and deposits made on such Payment
  Date

  	
   

  	
  $

  	
   

  	
   

  
									



 


B-5

















 


	
  6.3

  	
   

  	
  Series 2004-1 Negative Carry Account Balance as of the Payment Date
  after giving effect to all withdrawals and deposits made on such Payment Date

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Series 2004-1 Required Negative Carry Account Balance, if any, as of
  the Payment Date after giving effect to all withdrawals and deposits made on
  such Payment Date

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.4

  	
   

  	
  Series 2004-1 Interest Funding Account Balance as of the Payment Date
  after giving effect to all withdrawals and deposits made on such Payment Date

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Class A Notes Information

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.1

  	
   

  	
  Class A Outstanding Principal Amount as of the Payment Date after
  giving effect to the transactions made on such Payment Date

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.2

  	
   

  	
  Class A Nominal Liquidation Amount as of the Payment Date after
  giving effect to the transactions made on such Payment Date

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.3

  	
   

  	
  Total amount to be distributed on the Class A Notes on the Payment
  Date

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.4

  	
   

  	
  Total amount, if any, to be distributed on the Class A Notes on the
  Payment Date allocable to the Class A Outstanding Principal Amount

  	
   

  	
  $

  	
   

  	
   

  
									



 


B-6

















 


	
  7.5

  	
   

  	
  Total amount to be distributed on the Class A Notes on the Payment
  Date allocable interest on the Class A Notes

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.6

  	
   

  	
  Class A Monthly Interest for the Interest Period

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Class B Notes Information

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  Class B Outstanding Principal Amount as of the Payment Date after
  giving effect to the transactions made on such Payment Date

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.2

  	
   

  	
  Class B Nominal Liquidation Amount as of the Payment Date after
  giving effect to the transactions made on such Payment Date

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.3

  	
   

  	
  Total amount to be distributed on the Class B Notes on the Payment
  Date

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.4

  	
   

  	
  Total amount, if any, to be distributed on the Class B Notes on the
  Payment Date allocable to the Class B Outstanding Principal Amount

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.5

  	
   

  	
  Total amount to be distributed on the Class B Notes on the Payment
  Date allocable interest on the Class B Notes

  	
   

  	
  $

  	
   

  	
   

  
									



 


B-7

















 


	
  8.6

  	
   

  	
  Class B Monthly Interest for the Interest Period

  	
   

  	
  $ 

  	
   

  	
   

  



 


B-8

















 


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


 


	
   

  	
   

  	
  NAVISTAR FINANCIAL CORPORATION,

  as Servicer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  	
   

  



 


B-9