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EXHIBIT 4.6
CLASS A-5 SUPPLEMENT
DEALER NOTE TRUST 1990
CLASS A-5 SUPPLEMENT, dated as of _______, 1997 (this
"Supplement") among Navistar Financial Corporation ("NFC"), a Delaware
corporation, as Servicer, Navistar Financial Securities Corporation ("NFSC"), a
Delaware corporation, as Seller, and The Chase Manhattan Bank, a New York
corporation, as trustee (the "Trustee"), to the Pooling and Servicing Agreement
dated as of December 1, 1990 and as amended as of May 23, 1993, March 23, 1995,
June 8, 1995, and November 22, 1996 (the "Agreement") among NFC, NFSC and the
Trustee.
RECITALS
Section 6.12 of the Agreement provides, among other things,
that the Seller and the Trustee may at any time and from time to time enter
into a supplement to the Agreement for the purpose of authorizing the issuance
by the Trustee to the Seller for execution and redelivery to the Trustee for
authentication of one or more Classes of Investor Certificates. The Seller has
tendered the Exchange Notice required by Section 6.12(b) of the Agreement and
hereby enters into this Supplement with the Trustee as required by Section
6.12(c) of the Agreement to provide for the issuance, authentication and
delivery of the Dealer Note Trust 1990 Floating Rate Pass-Through Certificate,
Class A-5 (the "Class A-5 Investor Certificate"). In the event that any term
or provision contained herein shall conflict with or be inconsistent with any
term or provision contained in the Agreement, the terms and provisions of this
Supplement shall govern.
All capitalized terms not otherwise defined herein are defined
in the Agreement. All Article, Section or Subsection references herein shall
mean Article, Section or Subsections of the Agreement, except as otherwise
provided herein.
SECTION 1. Designation.
The Dealer Note Trust 1990 Floating Rate Pass-Through
Certificate authorized hereunder shall be designated generally as the Class A-5
Investor Certificate, and the Class A-5 Investor Certificate created hereunder
shall be issued to The Bank of New York, as trustee (the "Master Trust
Trustee") under the Pooling and Servicing Agreement dated as of June 8, 1995,
as amended or supplemented (the "Master Trust Agreement") among NFC, NFSC, the
Trustee and the Master Trust Trustee.
SECTION 2. Class Initial Invested Amount.
The Class Initial Invested Amount of the Class A-5 Investor
Certificate shall be $_______.
SECTION 3. Class Initial Investor Interest.
The Class Initial Investor Interest of the Class A-5 Investor
Certificate shall be $_______.
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SECTION 4. Class Certificate Margin.
The Class Certificate Margin for the Class A-5 Investor
Certificate shall be ___%.
SECTION 5. Scheduled Class Amortization Date.
The Scheduled Class Amortization Date of the Class A-5
Investor Certificate shall be the earlier of (a) _______, 200__ and (b) the
date on which any "Early Amortization Event" or "Investment Event" (as such
terms are defined in the Master Trust Agreement as supplemented by the Series
1997-1 Supplement dated as of _______, 1997 among NFC, NFSC and the Master
Trust Trustee (the "Series 1997-1 Supplement")) occurs with respect to the
Series 1997-1 Investor Certificates issued under the Master Trust Agreement and
the related Series 1997-1 Supplement thereunder.
SECTION 6. Delivery of the Class A-5 Investor Certificate;
Transferability.
(a) The Trustee shall deliver the Class A-5 Investor
Certificate to the Master Trust Trustee when authenticated in accordance with
Section 6.11 of the Agreement.
(b) The Class A-5 Investor Certificate shall not be
transferrable prior to the 1990 Trust Termination Date.
SECTION 7. Accrual of Interest on the Class A-5 Investor Certificate.
Interest shall accrue on the Class A-5 Investor Certificate
from _______, 1997.
SECTION 8. Class Termination Date; Termination of Trust.
(a) The Class Termination Date for the Class A-5 Investor
Certificate shall be the earlier of (a)_______, 200__ and (b) the close of
business on the date, which will be given retroactive effect, which is the last
day of the Due Period related to the first Distribution Date on which the Class
Invested Amount of each of the Class A-1, A-2 and A-3 Investor Certificates has
been reduced to zero (the "1990 Trust Termination Date"). Notwithstanding the
provisions of the Agreement, on the Distribution Date related to the 1990 Trust
Termination Date, the Master Trust Trustee shall deliver the Class A-5 Investor
Certificate to the Trustee in exchange for, and the Trustee shall transfer to
the Master Trust Trustee (all such deliveries and transfers to be given effect
as of the 1990 Trust Termination Date), all of the Trust's right, title and
interest in and to:
(i) the Dealer Notes held by the Trust as of the
1990 Trust Termination Date, all monies due (including accrued finance
charges) or to become due with respect thereto and all proceeds (as
defined in Section 9-306 of the UCC) of such Dealer Notes;
(ii) the security interests in the Financed Vehicles
related to such Dealer Notes granted by Dealers pursuant to the Dealer
Agreements and any accessions to such security interests;
(iii) the Insurance Proceeds;
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(iv) Investment Securities; and
(v) funds on deposit in the Investor Accounts (other
than funds on deposit in the Distribution Account for the benefit of,
and allocated to, Investor Certificates that are not held by the
Master Trust Trustee);
and the Class A-5 Investor Certificate shall automatically be cancelled and be
of no further force and effect with no further right of payment attached
thereto.
(b) Notwithstanding the provisions of Article XII of the
Agreement, the respective obligations and responsibilities of the Seller, the
Servicer and the Trustee created by the Agreement (other than any outstanding
obligation of the Trustee to make payments to the Class A-1, Class A-2 or Class
A-3 Investor Certificateholders as set forth in the Agreement and except with
respect to the duties described in Section 12.03(b) of the Agreement) shall
terminate as of the close of business on the 1990 Trust Termination Date.
SECTION 9. Ratification of Agreement.
As supplemented by this Supplement, the Agreement is in all
respects ratified and confirmed and the Agreement, as so supplemented by this
Supplement shall be read, taken and construed as one and the same instrument.
SECTION 10. Counterparts.
This Supplement may be executed in two or more counterparts,
each of which so executed shall be deemed to be an original, but all of which
shall together constitute but one and the same instrument.
SECTION 11. Governing Law.
This Supplement shall be construed, and the obligations,
rights and remedies of the parties hereunder shall be determined, in accordance
with the laws of the State of Illinois, without reference to its conflict law
of provisions.
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IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee
have caused this Supplement to be duly executed by their respective officers
thereunto duly authorized as of the date first written above.
NAVISTAR FINANCIAL SECURITIES
CORPORATION
By:_____________________________________
Its:____________________________________
NAVISTAR FINANCIAL CORPORATION
By:_____________________________________
Its:____________________________________
THE CHASE MANHATTAN BANK
By:_____________________________________
Its:____________________________________
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