Exhibit 4.10
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NAVISTAR FINANCIAL DEALER NOTE
MASTER OWNER TRUST
as Issuer
and
THE BANK OF NEW YORK
as Indenture Trustee
SERIES 200_-_ INDENTURE SUPPLEMENT
dated as of ________ __, 200_
to
INDENTURE
dated as of ________ __, 200_
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TABLE OF CONTENTS
PAGE
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.....................................1
Section 1.01 Definitions........................................................................1
Section 1.02 Governing Law.....................................................................14
Section 1.03 Counterparts......................................................................15
Section 1.04 Ratification of Indenture.........................................................15
ARTICLE II THE NOTES.................................................................................15
Section 2.01 Creation and Designation..........................................................15
Section 2.02 Form of Delivery; Depository; Denominations.......................................15
Section 2.03 Delivery and Payment..............................................................15
ARTICLE III ALLOCATIONS, DEPOSITS AND PAYMENTS.......................................................16
Section 3.01 Series 200_-_ Available Interest Amounts..........................................16
Section 3.02 Series 200_-_ Available Principal Amounts.........................................17
Section 3.03 Reductions and Reinstatements.....................................................19
Section 3.04 Payment on the Series 200_-_ Notes................................................20
Section 3.05 Accumulation Period Length and Accumulation Period Commencement Date..............21
Section 3.06 Final Payment of the Series 200_-_ Notes..........................................21
Section 3.07 Netting of Deposits and Payments..................................................22
Section 3.08 Calculation Agent; Determination of LIBOR.........................................22
Section 3.09 Computation of Interest...........................................................22
Section 3.10 Accounts..........................................................................22
Section 3.11 Spread Account....................................................................23
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EXHIBITS
EXHIBIT A-1 FORM OF SERIES [____] NOTE, CLASS A
EXHIBIT A-2 FORM OF SERIES [____] NOTE, CLASS B
EXHIBIT B FORM OF SERIES [____], SCHEDULE TO PAYMENT INSTRUCTIONS
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This SERIES 200_-_
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 ___________ ___, 200_.
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 200_-_ 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 200_-_ Termination Date.
"ACCUMULATION PERIOD COMMENCEMENT DATE" means the first day of the nth full
Due Period prior to the Series 200_-_ 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.
"CLASS A INTEREST RATE" means _% 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 ___%.
"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 200_-_ Principal Funding Account (after giving effect to any
deposits, allocations, reallocations or withdrawals to be made on
that day); MINUS
(ii) the share of all reallocations of the Series 200_-_ 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 200_-_ 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 200_-_ 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;
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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 $______ Class A Floating Rate Dealer Note Asset
Backed Notes, Series 200_-_.
"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 _% 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 ___%.
"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 200_-_ 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 200_-_ 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 200_-_ 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 200_-_ 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;
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 $______ Class B Floating Rate Dealer Note Asset
Backed Notes, Series 200_-_.
"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 200_-_ Notes, the
Series 200_-_ Collateral Amount.
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"EARLY REDEMPTION EVENTS" means, with respect to the Series 200_-_ 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 200_-_
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 200_-_ 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 200_-_ Notes and
as a result of which the interests of the Series 200_-_ 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;
(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
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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 Payment Date, after giving effect to the distributions to be
made on that Payment Date, the Series 200__-__ Target
Overcollateralization Amount exceeds the Series 200_-_
Overcollateralization Amount by more than the Series 200_-_
Overcollateralization Amount Shortfall Trigger;
(G) any Servicer Termination Event shall occur (i) which would have a
material adverse effect on the Series 200_-_ 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 relating to used vehicles exceeds __% 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 ___;
(J) the Series 200_-_ Outstanding Principal Amount is not repaid by the
Series 200_-_ 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
_______ percent (____%) on each of three consecutive Determination
Dates;
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(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 ___
percent (___%);
(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 in the
amount of such deficiency within ten Business Days following the
end of such Due Period; 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
In the case of any event described in CLAUSES (A), (B) or (G) above, an
Early Redemption Event with respect to Series 200_-_ 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 200_-_ Noteholders
holding Series 200_-_ Notes evidencing more than 50% of the Series 200_-_
Outstanding Principal Amount by written notice to the Seller, the Servicer, the
Master Trust Trustee and, if given by Series 200_-_ 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 200_-_ Notes shall be deemed to have occurred without any notice
or other action on the part of the Indenture Trustee or the Series 200_-_
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 200_-_
Termination Date.
"EXCESS AVAILABLE INTEREST AMOUNTS" means, with respect to any Due Period,
either (i) the portion of Series 200_-_ Available Interest Amounts, if any,
available after application pursuant to SECTION 3.01(a)(i) through (vii) or (ii)
the amounts available to the Series 200_-_ 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 200_-_ Available Principal
Amounts, if any, available after application pursuant to SECTION 3.02(a)(i)
through (v), PLUS (B) the amounts withdrawn from the Series 200_-_ Principal
Funding Account pursuant to SECTION 3.10 and treated as "Excess Available
Principal Amounts," or (ii) the amounts available to the Series 200_-_ 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.
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"EXPECTED PRINCIPAL PAYMENT DATE" means ________, 200_.
"INDENTURE" means the Indenture, dated as of ________, 200_, 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 200_-_
Issuance Date to but excluding such first Payment Date.
"INVESTOR SERVICING FEE" is defined in the Series Supplement.
"ISSUANCE DATE" means with respect to the Series 200_-_ Notes, _____ __,
200_.
"LEGAL FINAL MATURITY DATE" means _____ , 200_.
"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
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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
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.
"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 ______, 200_.
"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.
"NOMINAL LIQUIDATION AMOUNT" means, with respect to the Series 200_-_
Notes, the Series 200_-_ Nominal Liquidation Amount.
"NOMINAL LIQUIDATION AMOUNT DEFICIT" means, with respect to the Series
200_-_ 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 200_-_
Notes, the Series 200_-_ Overcollateralization Amount.
"OVERCOLLATERALIZATION AMOUNT DEFICIT" means, with respect to the Series
200_-_ Notes as of any Transfer Date, the excess of the Series 200_-_ Target
Overcollateralization Amount as of such Transfer Date over the Series 200_-_
Overcollateralization Amount as of such Transfer Date.
"PAYMENT DATE" means the 25th day of each calendar month commencing _____
25, 200_, 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.
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"REINSTATEMENT AMOUNT" is defined in SECTION 3.01(a)(vi).
"REQUIRED SELLER'S INVESTED AMOUNT" equals, for the Series 200_-_ Notes,
with respect to any Business Day, the sum of (a) the Series 200_-_
Overcollateralization Amount as of that day and (b) __% of the Series 200_-_
Nominal Liquidation Amount as of that day.
"REQUIRED SPREAD ACCOUNT AMOUNT" means, with respect to any Payment Date,
the product of (a) 0.50% and (b) the Series 200_-_ Nominal Liquidation Amount as
of such Payment Date (after the application of payments on such date).
"REVOLVING PERIOD" means the period beginning on the Issuance Date and
ending when an Accumulation Period or Early Redemption Period begins.
"SERIES 200_-_ ACCOUNTS" is defined in SECTION 3.10(a).
"SERIES 200_-__ ALLOCATED DEALER NOTE LOSSES" means, with respect to any
Due Period, the product of the Series 200_-_ Variable Allocation Percentage for
such Due Period and Noteholder Allocated Dealer Note Losses for such Due Period.
"SERIES 200_-__ ALLOCATED INTEREST AMOUNTS" means, with respect to any Due
Period, the product of the Series 200_-_ Variable Allocation Percentage for such
Due Period and Noteholder Available Interest Amounts for such Due Period.
"SERIES 200_-__ ALLOCATED PRINCIPAL AMOUNTS" means, with respect to any
Business Day, the product of the Series 200_-_ Fixed Allocation Percentage for
the Due Period related to such Business Day and Noteholder Available Principal
Amounts for the Due Period related to such Business Day.
"SERIES 200_-__AVAILABLE INTEREST AMOUNTS" means, with respect to any Due
Period, the Series 200__-__ Allocated Interest Amounts for such Due Period;
PLUS:
(i) any net investment earnings for such Due Period on funds in the
Series 200_-_ Interest Funding Account, the Series 200_-_ Principal
Funding Account and the Spread Account; PLUS
(ii) the Series 200_-_ Investment Income; PLUS
(iii) any Excess Available Interest Amounts allocated to Series 200_-_ for
such Due Period pursuant to SECTION 3.01(b); PLUS
(iv) any Excess Finance Charge Collections allocated to Series 200_-_ for
such Due Period pursuant to SECTION 3.01(b); PLUS
(v) any amount treated as Series 200_-_ Available Interest Amounts
pursuant to SECTION 3.01(c)(ii).
"SERIES 200_-_ AVAILABLE PRINCIPAL AMOUNTS" means, with respect to any
Business Day, the Series 200__-__ Allocated Principal Amounts for such Business
Day; PLUS:
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(i) any Series 200__-__Available Interest Amounts used to fund the
Series 200_-_ Noteholder Allocated Dealer Note Losses for the
related Due Period pursuant to SECTION 3.01(a)(iv); PLUS
(ii) any Series 200__-__ Available Interest Amounts used to reinstate any
reduction in the Series 200_-_ 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 200_-_
for the related Business Day pursuant to SECTION 3.02(b); PLUS
(iv) any Shared Principal Collections allocated to Series 200_-_ for such
Business Day pursuant to SECTION 3.02(b).
"SERIES 200_-_ COLLATERAL AMOUNT" equals the sum of the Series 200__-__
Nominal Liquidation Amount and the Series 200__-__ Overcollateralization Amount;
PROVIDED, that for purposes of calculating the Series Allocation Percentage and
other allocation percentages related to Series 200_-_, Series 200_-_ shall be
deemed to have been outstanding from ________, 200_ to the Issuance Date, with
respect to the allocation of Principal Collections and Finance Collections and
related concepts, with a Series 200_-_ Collateral Amount of $___________.
"SERIES 200_-_ CONTROLLED ACCUMULATION AMOUNT" is equal to (a) the Series
200_-__ 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 200_-_ 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 200_-__ CONTROLLED DEPOSIT AMOUNT" for any Due Period occurring
during the Accumulation Period means the excess, if any, of:
(i) the sum of (x) product of (A) the Series 200_-__ 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 200_-_
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 200_-_ 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 200_-__ Controlled Deposit Amount at any time
and from time to time.
"SERIES 200_-__ CUT-OFF DATE" means _________, 200_.
"SERIES 200_-__ EXPECTED PRINCIPAL PAYMENT DATE" means ______ __, 200_.
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"SERIES 200_-_ 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 200_-_ Collateral Amount as of
the last day of the immediately preceding Due Period (or the
Issuance Date in the case of the first Payment 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 Payment 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 200_-_ INTEREST FUNDING ACCOUNT" means the account designated as
such and established pursuant to SECTION 3.10(a).
"SERIES 200_-_ INVESTMENT INCOME" means with respect to any Due Period and
the Series 200_-_ Notes, the product of the Series 200_-_ Variable Allocation
Percentage for such Due Period and Investment Income allocated to the Collateral
Certificate for such Due Period.
"SERIES 200_-_ MONTHLY INTEREST" means the sum of Class A Monthly Interest
and Class B Monthly Interest.
"SERIES 200__-__NOMINAL LIQUIDATION AMOUNT" means with respect to any
Payment Date, the sum of the Class A Nominal Liquidation Amount and the Class B
Nominal Liquidation Amount both as of such Payment Date; PROVIDED that for
purposes of calculating the Series Allocation Percentage and other allocation
percentages related to Series 200_-_, Series 200_-_ shall be deemed to have been
outstanding from ________, 200_ to the Issuance Date, with respect to the
allocation of Principal Collections and Finance Collections and related
concepts, with a Series 200_-_ Nominal Liquidation Amount of $___________.
"SERIES 200_-__ NOTEHOLDER" means a Person in whose name a Series 200_-_
Note is registered in the Note Register or the bearer of any Series 200_-_ Note
in Bearer Note form (including a global Note in bearer form), as the case may
be.
"SERIES 200_-__ NOTEHOLDERS ALLOCATED DEALER NOTE LOSSES" means, with
respect to any Due Period, the product of (a) Series 200_-__ Allocated Dealer
Note Losses for such Due Period and (b) the Series 200_-_ Nominal Liquidation
Amount as of the preceding Payment Date, DIVIDED BY (c) the Series 200_-_
Collateral Amount as of the preceding Payment Date.
"SERIES 200_-__ NOTES" is defined in SECTION 2.01.
"SERIES 200_-__ OUTSTANDING PRINCIPAL AMOUNT" means collectively the Class
A Outstanding Principal Amount and the Class B Outstanding Principal Amount.
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"SERIES 200__-__ OVERCOLLATERALIZATION AMOUNT" means as of any Payment
Date, the Series 200__-__ Target Overcollateralization Amount as of such Payment
Date MINUS
(i) all reallocations of the Series 200_-_ Available Principal Amounts
used to pay interest on the Series 200_-_ Notes that has been
allocated to the Series 200_-_ Overcollateralization Amount pursuant
to SECTION 3.03(b)(i) on or prior to such Payment Date; MINUS
(ii) all allocations of Series 200_-_ Noteholder Allocated Dealer Note
Losses that have been allocated to the Series 200_-_
Overcollateralization Amount pursuant to SECTION 3.03(b)(i) on or
prior to such Payment Date; PLUS
(iii) all reinstatements of the Series 200_-_ Overcollateralization Amount
pursuant to SECTION 3.03(d)(iii) on or prior to such Payment Date;
PROVIDED, HOWEVER, the Series 200_-_ Overcollateralization Amount may never be
greater than the Series 200_-_ 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
200_-_, the Series 200_-_ shall be deemed to have been outstanding from
________, 200_ to the Issuance Date, with respect to the allocation of Principal
Collections and Finance Collections and related concepts, with a Series 200_-_
Overcollateralization Amount of $___________.
"SERIES 200_-__ OVERCOLLATERALIZATION AMOUNT SHORTFALL TRIGGER"
means __________.
"SERIES 200_-__ OVERCOLLATERALIZATION PERCENTAGE" means ___%.
"SERIES 200_-_ PRINCIPAL FUNDING ACCOUNT" means the trust account
designated as such and established pursuant to SECTION 3.10(a).
"SERIES 200_-__SERVICING FEE" means, with respect to any Payment 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 200_-_ Nominal Liquidation Amount as of the last day of the
related Due Period; 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 200_-_ TARGET OVERCOLLATERALIZATION AMOUNT" means, with respect to
any Payment Date, the product of the Series 200_-_ Overcollateralization
Percentage and Series 200_-_ Nominal Liquidation Amount as of such Payment Date;
PROVIDED, HOWEVER, that if an Early Redemption Period or Accumulation Period has
commenced, the Series 200_-_ Nominal Liquidation Amount for the purpose of
calculating the Series 200_-_ Overcollateralization Amount shall be the Series
200_-_ Nominal Liquidation Amount as of the last day of the immediately
preceding Revolving Period.
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"SERIES 200_-_ TERMINATION DATE" means the earliest to occur of (a) the
Payment Date on which the Series 200_-_ Outstanding Principal Amount is reduced
to zero, (b) the Legal Final Maturity Date and (c) the date on which the Series
200_-_ Collateral Amount is reduced to zero.
"SERIES 200_-_ 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 200_-__ 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:
(i) the numerator of which is the Series 200__-__ Collateral Amount as
of the last day of the immediately preceding Due Period (or the
Issuance Date in the case of the first Payment 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 200_-_ Notes, the excess, if any, of (a) the
aggregate amount required to be applied pursuant to SECTIONS 3.01(a)(i) through
(vi) for such Transfer Date over (b) the Series 200_-_ Available Interest Amount
(excluding amounts to be treated as part of the Series 200_-__ 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 200_-_ Notes, an amount equal to, the amount, if
any, by which (i) the sum of all payments of interest and other applications of
Series 200_-_ 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 200_-_ Available Principal Amounts (excluding
amounts to be treated as part of Series 200_-_ 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 200_-_ Notes
and a Payment Date, the sum of (a) the Series 200_-_ Nominal Liquidation Amount
and (b) all accrued and unpaid interest on the Series 200_-_ Notes, in each case
as of that Payment Date.
"SPECIFIED ACCUMULATION PERIOD COMMENCEMENT DATE" means ____ __, 200_.
"SPREAD ACCOUNT" means the account designated as such and established
pursuant to SECTION 3.10(a).
"SPREAD ACCOUNT DEPOSIT AMOUNT" means, with respect to any Payment Date
prior to the earlier of (a) the payment in full of the outstanding principal
amount of the Series 200_-_ Notes and (b) the Legal Final Maturity Date, the
amount, if any, by which the Required Spread Account Amount for that Payment
Date exceeds the amount of funds on deposit in the Spread Account.
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"SPREAD ACCOUNT INITIAL DEPOSIT" means $_________.
"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 Payment Date, the sum of:
(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 200_-__ 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 200_-__ 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 200_-_" or the "SERIES 200_-__ NOTES." The Series
200_-_ 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 200_-__ 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.
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Section 2.02 FORM OF DELIVERY; DEPOSITORY; DENOMINATIONS.
(a) The Series 200_-__ 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 200_-__ Notes shall be The
Depository Trust Company, and the Series 200_-__ Notes shall initially be
registered in the name of Cede & Co., its nominee.
(c) The Series 200_-_ 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 200_-_
Notes to the Indenture Trustee for authentication, and the Indenture Trustee
shall deliver the Series 200_-__ Notes when authenticated, each in accordance
with SECTION 3.03 of the Indenture.
ARTICLE III
Allocations, Deposits and Payments
Section 3.01 SERIES 200_-_ AVAILABLE INTEREST AMOUNTS.
(a) ALLOCATION OF SERIES 200_-_ AVAILABLE INTEREST AMOUNTS.
On each Payment Date, the Indenture Trustee, at the direction of the Servicer,
shall apply Series 200_-_ Available Interest Amounts as follows:
(i) first, the Servicer shall be paid the Series 200_-__
Servicing Fee due on such Payment Date (to the extent it
has not been waived by the Servicer for such Payment
Date);
(ii) second, any remaining Series 200_-_ Available Interest
Amounts shall be deposited into the Series 200_-_ 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 200_-_ Available Interest
Amounts shall be deposited into the Series 200_-_ Interest
Funding Account an amount
15
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 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 200_-_ Available Interest
Amounts shall be deposited into the Spread Account to the
extent of any Spread Account Deposit Amount;
(v) fifth, any remaining Series 200_-_ Available Interest
Amounts shall be treated as Series 200_-_ Available
Principal Amounts to the extent of the amount of Series
200_-_ Noteholder Allocated Dealer Note Losses for the
related Due Period;
(vi) sixth, any remaining Series 200_-_ Available Interest
Amounts shall be treated as Series 200_-_ Available
Principal Amounts for the reinstatement of the Series
200_-_ Collateral Amount to the extent of the Series
200_-_ Unreimbursed Amount (the amount being reinstated is
referred to as the "REINSTATEMENT AMOUNT");
(vii) seventh, any remaining Series 200_-_ Available Interest
Amounts shall be paid to the Servicer to the extent any
Series 200_-_ Servicing Fee which had been previously
waived unless that amount has been waived again; and
(viii) eighth, any remaining Series 200_-_ 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 Payment Date, commencing with the initial Payment Date, if
Series 200_-_ 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 Series
200_-_ 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 200_-_ pursuant to SECTION 5.03 of the Indenture to cover
such remaining Series Available Interest Amounts Shortfall.
16
(c) SPREAD ACCOUNT DRAWS.
(i) To the extent that Series 200_-_ Available Interest
Amounts are insufficient to pay in full the amount
described in SECTION 3.01(a)(v) and Series 200_-_ is in
the Early Redemption Period, the Indenture Trustee shall
withdraw funds from the Spread Account in an amount equal
to the lesser of (A) the amount of such shortfall and
(B) the amount on deposit in the Spread Account (after
giving effect to any withdrawals from the Spread Account
on such Payment Date).
(ii) To the extent that Series 200_-_ Available Interest
Amounts (without giving effect to CLAUSE (v) 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 Spread
Account (after giving effect to any withdrawals from the
Spread Account on such Payment Date other than a
withdrawal pursuant to SECTION 3.01(c)(i) on such date),
shall be withdrawn from the Spread Account and treated as
"Series 200_-_ Available Interest Amounts."
Section 3.02 SERIES 200_-_ AVAILABLE PRINCIPAL AMOUNTS.
(a) ALLOCATION OF SERIES 200_-_ AVAILABLE PRINCIPAL AMOUNTS.
On each Business Day after the Issuance Date, the Indenture Trustee, at the
direction of the Servicer, shall apply Series 200__-__ Available Principal
Amounts as follows:
(i) first, if the Series 200_-_ Available Interest Amounts are
insufficient to make the payments on the Series 200_-_
Notes on each Payment Date pursuant to SECTIONS
3.01(a)(ii) and (iii), to the Series 200_-_ Interest
Funding Account, an amount equal to the lesser of (i) the
amount of that shortfall and (ii) the Series 200_-_
Collateral Amount (after taking into account any
reinstatements pursuant to SECTION 3.03(d) and reductions
due to SECTION 3.03(a)(ii));
(ii) second, if the Series 200_-_ Notes are in an Accumulation
Period, to the Series 200_-_ Principal Funding Account,
the Series 200_-_ Controlled Deposit Amount to the extent
of the Series 200__-__ 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)), and any remaining Series 200_-_
Available Principal Amounts shall be treated as Excess
Available Principal Amounts;
(iii) third, if the Series 200_-_ Notes are in an Early
Redemption Period, to the Series 200_-_ Principal Funding
Account any remaining Series 200_-_ Available Principal
Amounts to the extent of the Series 200__-__ Nominal
Liquidation Amount (computed before giving effect to such
deposit but
17
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
200_-_ Noteholders, and any remaining Series 200__-__
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 Spread Account
on such Payment Date, reductions to the Series 200_-_
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 Spread Account an
amount equal to such Spread Account Deposit Amount;
(v) fifth, if Series 200_-_ is in its Revolving Period and
amounts are on deposit in or would be required to be
deposited into the Excess Funding Account, such amounts,
which shall not exceed the lesser of (A) the
Series 200_-_ Nominal Liquidation Amount and (B) the sum
of (1) any remaining Series 200_-_ Available Principal
Amounts and (2) amounts on deposit in the Excess Funding
Account, may be deposited at the direction of the Servicer
into the Series 200_-_ Principal Funding Account; and
(vi) sixth, if Series 200_-_ is not in its Accumulation Period
or an Early Redemption Period, any remaining Series 200_-_
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 Business Day, commencing after the Issuance Date, if Series
200_-_ Available Principal Amounts are insufficient to make the allocations
provided in SECTIONS 3.02(a)(i) through (iii) above, the Indenture Trustee shall
allocate Excess Available Principal Amounts, if any, allocated to Series 200_-_
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, any Series Available Principal Amounts Shortfall remains, the
Indenture Trustee shall allocate Shared Principal Collections, if any, allocated
to Series 200_-_ 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 200_-_
Collateral Amount, Series 200_-_ Overcollateralization Amount and Series 200_-_
Nominal Liquidation Amount shall be calculated on each Payment Date and shall be
reduced and reinstated as described below.
(a) REDUCTIONS. The Series 200__-__ Nominal Liquidation Amount
and the Series 200_-_ Overcollateralization Amount shall be reduced on any
Payment Date in the order described in SECTION 3.03(b) below by the following
amounts allocated on that Payment Date:
18
(i) the amount, if any, of the Series 200_-_ Available
Principal Amounts used to pay interest on the Series
200_-_ Notes as described in SECTION 3.02(a)(i);
(ii) the amount of Series 200__-__ Noteholder Allocated Dealer
Note Losses for such Due Period to the extent that they
are not covered by Series 200_-_ Available Interest
Amounts as described in SECTION 3.01(a)(iv); and
(iii) the amount, if any, deposited into the Spread Account in
accordance with SECTION 3.02(a)(iv).
(b) ALLOCATION OF REDUCTIONS. On each Payment Date, the
amount of any reduction in the Series 200_-_ Collateral Amount due to SECTIONS
3.03(a)(i) or (ii) above shall be allocated as follows:
(i) first, the Series 200_-_ Overcollateralization Amount
(computed without giving effect to any reductions due to
SECTIONS 3.03(a)(i) through (iii) on such date) shall be
reduced by the amount of such reduction until the Series
200_-_ 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 (iii) 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 (iii) on such date) shall be reduced by
any remaining amount until the Class A Nominal Liquidation
Amount is reduced to zero.
(c) REINSTATEMENTS. The Series 200_-_ Nominal Liquidation
Amount and the Series 200_-_ Overcollateralization Amount shall be reinstated on
any Payment Date by the amount of the Series 200_-_ Available Interest Amounts
that are applied to cover the Reinstatement Amount for that Payment Date
pursuant to SECTION 3.01(a)(vi).
(d) ALLOCATION OF REINSTATEMENTS. The Reinstatement Amount for
any Payment 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
200_-_ Principal Funding Account on that Payment 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
19
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
200_-_ Principal Funding Account on that Payment Date
allocable to the Class B Notes; and
(iii) third, to the Series 200_-_ Overcollateralization Amount
until the Series 200_-_ Overcollateralization Amount
equals the Series 200_-__ Target Overcollateralization
Amount.
Section 3.04 PAYMENT ON THE SERIES 200_-_ NOTES. On each Payment Date,
the Indenture Trustee, acting in accordance with instructions from the Servicer,
shall transfer to the Series 200_-_ Principal Funding Account and Series 200_-_
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, without duplication, the following
distributions to the extent of available funds from the Series 200_-_ Principal
Funding Account and the Series 200_-_ Interest Funding Account:
(a) INTEREST DISTRIBUTIONS. On each Payment Date (including
the Series 200_-_ Expected Principal Payment Date) amounts on deposit in the
Series 200_-_ 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.
(b) SERIES 200_-_ EXPECTED PRINCIPAL PAYMENT DATE. On the
Series 200_-_ Expected Principal Payment Date, amounts on deposit in the Series
200_-_ 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 200_-_ 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 200_-_ 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
20
whose name such Series 200_-_ 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 200_-_ Noteholders to receive
payments from the Issuer shall terminate on the first Business Day following the
Series 200_-_ 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 Series 200_-_ 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 200_-_ NOTES
(a) Series 200_-_ Noteholders shall be entitled to payment of
principal in an amount equal to the Series 200_-_ Outstanding Principal Amount.
However, Series 200_-_ Available Principal Amounts shall be available to pay
principal on the Series 200_-_ Notes only up to the Series 200_-_ Nominal
Liquidation Amount (for the purposes of this provision, without 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 200_-_ Notes shall be considered to be paid in
full, the holders of the Series 200_-_ 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 200_-_ Outstanding Principal
Amount is reduced to zero and all accrued interest on the
Series 200_-_ Notes is paid in full; or
(ii) the Legal Final Maturity Date of the Series 200_-_ 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 200_-_ Interest Funding Account
and the Series 200_-_ 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.
21
Section 3.08 CALCULATION AGENT; DETERMINATION OF LIBOR.
(a) The Issuer hereby agrees that for so long as any Series
200_-__ 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 www._____ or ______ 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.
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 three Eligible Accounts denominated as follows: the "SERIES
200_-_ INTEREST FUNDING ACCOUNT," the "SERIES 200_-_ PRINCIPAL FUNDING ACCOUNT"
and the "SPREAD ACCOUNT" (collectively, the "SERIES 200_-_ 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 200_-__
Noteholders. During the Revolving Period, the Issuer shall be entitled to make
deposits and withdrawals from the Series 200_-_ Principal Funding Account at
such times which in its sole discretion it deems necessary or advisable. If on
any day during the Revolving Period the amounts on deposit in the Series 200_-_
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 200_-_ Principal Funding Account and treat such
amount as "Excess Available Principal Amounts." The Indenture Trustee shall
possess all right, title and interest to all funds on deposit from time to time
in each of the Series 200_-_ Accounts and in all proceeds therefrom, for the
benefit of the Secured Parties. The Series 200_-_ Accounts constitute
Supplemental Accounts and shall be under the sole dominion and control of the
Indenture Trustee for the benefit of the Series 200_-_ Noteholders. If, at any
time, the institution holding
22
any Series 200_-_ 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 200_-_ Account, that is an Eligible Account and shall transfer any cash
and/or investments to such new Series 200_-_ Account. From the date such new
Series 200_-_ Account is established, it shall be a Series 200_-_ Account,
bearing the name of the Series 200_-_ Account it has replaced.
(b) All payments to be made from time to time by the Indenture
Trustee to Series 200_-_ Noteholders out of funds in the Series 200_-_ 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.
Section 3.11 SPREAD ACCOUNT.
(a) On the Closing Date, the Seller shall deposit into the
Spread Account an amount equal to the Spread Account Initial Deposit.
(b) Funds on deposit in the 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 Payment Date. Net
interest and earnings (less investment expenses) on funds on deposit in the
Spread Account, if any, shall constitute Series 200_-_ Available Interest
Amounts.
(c) On any Transfer Date on which the amount of funds on
deposit in the Spread Account is greater than the Required Spread Account Amount
on such Transfer Date, the Servicer shall withdraw the amount of such excess
from the Spread Account and allocate and pay such excess to the Seller.
23
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: NAVISTAR FINANCIAL SECURITIES
CORPORATION, as Master Owner Trust
Beneficiary and not in its individual capacity
By:
--------------------------------------
Name:
Title:
THE BANK OF
NEW YORK, as Indenture Trustee
and not in its individual capacity
By:
--------------------------------------
Name:
Title:
EXHIBIT A-1
FORM OF SERIES 200_-_ 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
Ex 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 200_-_ 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 __________
____ Payment Date (the "SERIES 200_-_ 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
_________ ____ 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.
Ex 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: _______ __, 200_
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: ____________ __, 200_
Ex A-1 - 3
[REVERSE OF NOTE]
This Series 200_-_ 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 200_-_ Class A (herein called the "NOTES"), all issued under an
Indenture dated as of ________ __, 2003 (such Indenture, as supplemented or
amended, is herein called the "INDENTURE"), as supplemented by an Indenture
Supplement dated as of ______ __, 200_ (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
Ex 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.
Ex 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
----------
Ex X-0 - 0
XXXXXXX X-0
FORM OF SERIES 200_-_ 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
Ex 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 200_-_ 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
__________ ____ Payment Date (the "SERIES 200_-_ 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 _________ ____ 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 200_-_ Note, Class B is subordinate in the right to payment of
the Series 200_-_ Note, Class A in the manner provided in the Indenture and the
Series 200_-_ Indenture Supplement.
Ex 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: _______ __, 200_
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: ____________ __, 200_
Ex A-2 - 3
REVERSE OF NOTE
This Series 200_-_ 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 200_-_ Class B (herein called the "NOTES"), all issued under an
Indenture dated as of ________ __, 200_ (such Indenture, as supplemented or
amended, is herein called the "INDENTURE"), as supplemented by an Indenture
Supplement dated as of ______ __, 200_ (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
Ex 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.
Ex 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
----------
Ex A-2 - 6
EXHIBIT B
FORM OF MONTHLY SERVICER AND SETTLEMENT CERTIFICATE
NAVISTAR FINANCIAL DEALER NOTE MASTER OWNER TRUST
-------------------
NAVISTAR FINANCIAL DEALER NOTE ASSET BACKED NOTE,
SERIES 200_-_
-------------------
Under the Series 200_-_ Indenture Supplement dated as of ____ __, 200_
(the "SUPPLEMENT") by and among the Navistar Financial Dealer Note Master Owner
Trust (the "MASTER OWNER TRUST") and The Bank of New York, as Indenture Trustee
(the "INDENTURE TRUSTEE") as of ____ __, 200_ , the Indenture Trustee is
required to prepare certain information each month regarding current
distributions to certain accounts and payment to Series 200_-_ Noteholder 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 Trust during the Due Period ended on ____ __, ____ and
the Distribution Period ended _____ __, ____ is set forth below. Certain of the
information is presented on the basis of an original principal amount of $1,000
per Investor Certificate. Certain other information is presented based on the
aggregate amounts for the Master Trust as a whole. Capitalized terms used but
not otherwise defined herein shall have the meanings assigned to such terms in
the Pooling and Servicing Agreement among Navistar Financial Corporation,
("NFC"), Navistar Financial Securities Corporation ("NFSC") and The Bank of New
York, as trustee (the "MASTER TRUST TRUSTEE") and JPMorgan Chase Bank, f/k/a The
Chase Manhattan Bank, as 1990 Trust Trustee, the Master Trust Trustee and the
related Series 200_-_ Supplement among NFC, NFSC and the Master Trust Trustee.
1. NFC is Servicer under the Agreement.
2. The undersigned is a Servicing Officer.
3. Eligible Investments in the Principal Funding Account.
a. The aggregate amount of funds invested in Eligible Investments $__________
b. Description of each Eligible Investment:
c. The rate of interest applicable to each such Eligible Investment __________%
d. The rating of each such Eligible Investment __________
4. The total amount to be distributed on the Series 200_-_ Notes on the Payment Date $__________
Ex C - 1
5. The total amount, if any, to be distributed on the Series 200_-_ Notes on the Payment
Date allocable to the Series 200_-_ Outstanding Principal Amount $__________
6. The total amount, if any, to be distributed on the Series 200_-_ Note on the Payment
Date allocable to interest on the Series 200_-_ Notes $__________
7. The Series 200_-_ Nominal Liquidation Amount as of the Payment Date (after giving effect
to all distributions that shall occur on the Payment Date) $__________
8. Eligible Investments in the Spread Account:
a. The aggregate amount of funds invested in Eligible Investments $__________
b. Description of each Eligible Investment:
c. The rate of interest applicable to each such Eligible Investment __________%
d. The rating of each such Eligible Investment __________
9. The aggregate amount of Dealer Notes issued to finance OEM Vehicles, as of the end of
the Transfer Date $__________
10. The Dealers with the five largest aggregate outstanding principal amounts of Dealer
Notes in the Master Trust as of the end of the Transfer Date:
i)
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ii)
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iii)
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iv)
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v)
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Ex C - 2
