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FORM 10-Q

NAVISTAR FINANCIAL CORP

(Quarterly Report)

Filed 4/19/2005 For Period Ending 1/31/2005

Address 2850 W GOLF RD

ROLLING MEADOWS, Illinois 60008

Telephone 847-734-4275

CIK 0000051303

Fiscal Year 10/31

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549

FORM 10-Q

� � � � QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2005

OR

� � � � TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-4146-1

NAVISTAR FINANCIAL CORPORATION (Exact name of Registrant as specified in its charter)

Registrant’s telephone number including area code 630-753-4000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days Yes � No � Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes � No �

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING

THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15 (d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes � No �

APPLICABLE ONLY TO CORPORATE ISSUERS: As of February 28, 2005, the number of shares outstanding of the registrant’s common stock was 1,600,000. THE REGISTRANT IS A WHOLLY-OWNED SUBSIDIARY OF INTERNATIONAL TRUCK AND ENGINE CORPORATION, WHICH IS A WHOLLY-OWNED SUBSIDIARY OF NAVISTAR INTERNATIONAL CORPORATION, AND MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H (1) (a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.

Delaware 36-2472404

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

425 N. Martingale Road, Schaumburg, Illinois

60173 (Address of principal executive offices)

(Zip Code)

NAVISTAR FINANCIAL CORPORATION

AND SUBSIDIARIES

INDEX

1

PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements:

Condensed Statements of Consolidated Income, Comprehensive Income, and Retained Earnings — Quarter Ended January 31, 2005 and 2004 (as restated)

Condensed Statements of Consolidated Financial Condition — January 31, 2005; October 31, 2004; and January 31, 2004 (as restated)

Condensed Statements of Consolidated Cash Flow — Quarter Ended January 31, 2005 and 2004 (as restated)

Notes to Condensed Consolidated Financial Statements

Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition

Item 4. Controls and Procedures

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 5. Other Information

Item 6. Exhibits and Reports on Form 8-K

Signature

Part I – Financial Information

Item 1 . Financial Statements

Navistar Financial Corporation and Subsidiaries Condensed Statements of Consolidated Income and Retained Earnings (Unaudited)

Condensed Statements of Consolidated Comprehensive Income

See Notes to Condensed Consolidated Financial Statements.

2

Quarter Ended

Millions of Dollars

January 2005

(As Restated) (See Note 2)

January 2004

Revenues

Retail Notes and Finance Leases

$ 6.6 $ 11.4

Income Related to Sales of Finance Receivables

17.9 10.4

Operating Leases

11.6 13.6

Wholesale Notes

11.2 7.4

Accounts

5.7 4.8

Servicing Income

8.9 6.1

Other Revenue

2.7 1.2

Total

64.6 54.9

Expenses

Cost of Borrowing

Interest Expense

10.2 11.7

Other

1.5 2.0

Credit, Collection and Administrative

10.4 11.0

Provision for Credit Losses

2.5 1.1

Depreciation on Equipment on Operating Leases

8.2 10.4

Other Expense

0.6 0.5

Total

33.4 36.7

Income Before Taxes

31.2 18.2

Income Tax Expense

12.1 6.9

Net Income

19.1 11.3

Retained Earnings

Beginning of Period

246.0 184.9

Dividends Paid

— —

End of Period

$ 265.1 $ 196.2

Quarter Ended

Millions of Dollars January 2005


January 2004

Net Income $ 19.1

$ 11.3

Other Comprehensive Loss:

Net Unrealized Gains (Losses) on Investments (net of tax of $2.5 and $1.2) 4.1

1.9

Minimum Pension Liability Adjustment (net of tax of $0.0 and $0.0) 0.1

0.0

Total 4.2

1.9

Comprehensive Income $ 23.3

$ 13.2

Navistar Financial Corporation and Subsidiaries

Condensed Statements of Consolidated Financial Condition (Unaudited)


3

Millions of Dollars

January 31, 2005

October 31,

2004

(As Restated) (See Note 2) January 31,

2004

ASSETS

Cash and Cash Equivalents

$ 40.4 $ 10.4

$ 0.7

Finance Receivables

Finance Receivables 938.0

1,219.8 1,074.0

Finance Receivables from Affiliates

31.2 56.0

11.7

Allowance for Losses (3.9 ) (6.7 ) (12.2 )

Finance Receivables, Net 965.3

1,269.1 1,073.5

Amounts Due from Sales of Receivables

384.7 383.4

338.5

Net Investment in Equipment on Operating Leases 136.1

148.9 182.0

Restricted Marketable Securities

315.7 63.0

252.3

Other Assets 31.0

33.5 50.1

Total Assets

$ 1,873.2 $ 1908.3

$ 1,897.1

LIABILITIES AND SHAREOWNER’S EQUITY

Net Accounts Payable to Affiliates

$ 5.0 $ 43.5

$ 5.9

Senior and Subordinated Debt 1,297.4

1,325.2 1,387.8

Other Liabilities

123.9 116.0

137.8

Total Liabilities 1,426.3

1,484.7 1,531.5

Shareowner’s Equity

Capital Stock (par value $1.00, 1,600,000 shares issued and outstanding) and Paid-In

Capital 182.9

182.9 171.0

Retained Earnings

265.1 246.0

196.2

Accumulated Other Comprehensive Loss (1.1 ) (5.3 ) (1.6 )

Total Shareowner’s Equity 446.9

423.6 365.6

Total Liabilities and Shareowner’s Equity

$ 1,873.2 $ 1,908.3

$ 1,897.1

Navistar Financial Corporation and Subsidiaries

Condensed Statements of Consolidated Cash Flow (Unaudited)


4

Quarter Ended

Millions of Dollars

January 2005


January 2004

Cash Flow From Operations

Net Income

$ 19.1 $ 11.3

Adjustments to reconcile net income to cash provided from operations:

Gains on sales of receivables

(11.1 ) (4.4 ) Depreciation, amortization and accretion

2.6 7.2

Provision for credit losses

2.5 1.1

Net change in accounts payable (receivables) to (from) affiliates

(13.6 ) 3.5

Net change in accounts payable other (3.2 ) (6.0 )

Net change in accrued income taxes 14.5

8.3

Change in accrued interest —

1.9

Other 2.7

1.5

Net Cash Provided by Operations 13.5

24.4

Cash Flow From Investing Activities

Originations of retail notes and finance leases

(366.6 ) (259.5 ) Proceeds from sales of receivables

755.6 195.0

Proceeds from sales of retail accounts

100.0 0.0

Net change in restricted marketable securities

(252.7 ) 253.2

Collections of retail notes and finance lease receivables, net of change in unearned finance income

1.8 25.3

Repurchases of sold receivables (except wholesale)

(39.5 ) (64.6 ) Net change in wholesale notes and accounts receivables

(169.7 ) (115.4 ) Change in amounts due from sales of receivables

11.3 19.2

Purchase of equipment on operating leases

(5.8 ) (5.3 ) Sale of equipment on operating leases

10.3 4.0

Receipts from derivative contracts

0.2 0.4

Payments on derivative contracts

(0.6 ) (0.3 ) Net Cash Provided by Investing Activities

44.3 52.0

Cash Flow From Financing Activities

Net change in bank revolving credit facility usage

(14.0 ) (72.0 ) Proceeds from long-term debt

5.7 22.5

Principal payments on long-term debt

(19.5 ) (26.2 ) Dividends paid to International

— —

Net Cash Used in Financing Activities

(27.8 ) (75.7 ) Net Change in Cash and Cash Equivalents

30.0 0.7

Cash and Cash Equivalents, Beginning of Period

10.4 —

Cash and Cash Equivalents, End of Period

$ 40.4 $ 0.7

Supplementary disclosure of cash flow information:

Interest paid

$ 6.1 $ 9.8

Income taxes paid, net of refunds

$ — $ 0.3


AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENT S (Unaudited)

1. BASIS OF PRESENTATION

The condensed consolidated financial statements include the accounts of Navistar Financial Corporation and its wholly-owned subsidiaries (“Corporation”). International Truck and Engine Corporation (“International”), which is wholly owned by Navistar International Corporation (“Navistar”), is the parent company of the Corporation. The accompanying unaudited financial statements have been prepared in accordance with accounting policies described in the Corporation’s 2004 Annual Report on Form 10-K and should be read in conjunction with the disclosures therein. In the opinion of management, these interim financial statements reflect all adjustments, consisting of normal recurring items, necessary to present fairly the results of operations, financial condition and cash flow for the interim periods presented. Interim results are not necessarily indicative of results to be expected for any other interim period or for the full year. Certain amounts in the prior period financial statements have been reclassified to conform with current period presentations.

2. RESTATEMENT

In December 2004, the Corporation determined the need to restate its consolidated financial statements for the fiscal years 2002 and 2003, and the first three quarters of fiscal year 2004, primarily to correct the Corporation’s previous accounting for: (i) the securitization of its retail notes and finance lease receivables; (ii) deferred taxes related to retail note and finance lease securitization transactions and secured borrowings to fund operating and finance leases; and (iii) an agreement to repurchase equipment. The restatement recognizes income from the interest-only receivables on an effective yield basis and incorporates anticipated credit losses into the Corporation’s interest only receivables. The retained interests are recorded at fair value where the estimates of future cash flows take into effect current business and market conditions. Also as a part of the correction of the securitization accounting, the Corporation reviewed its tax treatment and deferred tax assets related to these securitizations as well as for its secured borrowings related to operating and finance leases. As a result, a decrease of $16.2 million was recorded to the deferred tax liability in 2003. It made an additional adjustment of $11.9 million to recognize a residual value guarantee in Other Assets and a corresponding increase in Other Liabilities in the Statements of Consolidated Financial Condition for the repurchase of equipment. These changes are reflected in the first quarter adjustments to the balance sheet. A summary of the significant effects of the restatements on the consolidated financial statements for the period ended January 31, 2004 is below. The amounts below have minor differences to the selected data included in the unaudited schedule of Quarterly Financial Information in the Corporation’s 2004 Annual Report on Form 10-K. The changes represent timing within the quarters and do not change year end amounts.

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AND SUBSIDIARIES


Income Statement Data

Balance Sheet Data

3. FINANCE RECEIVABLES

Finance receivables are summarized as follows:

4. ALLOWANCE FOR LOSSES

The allowance for losses is summarized as follows:

6

Previously As

Millions of Dollars

Reported Adjustment

Restated

Retail Notes and Finance Leases $ 10.8

$ 0.6 $ 11.4

Income Related to Sales of Finance Receivables

3.3 7.1

10.4

Servicing Income 6.4

(0.3 ) 6.1

Credit, Collection and Administrative 9.1

1.9 11.0

Income Before Taxes

12.7 5.5

18.2

Income Tax Expense 4.8

2.1 6.9

Net Income

7.9 3.4

11.3

Comprehensive Income 10.2

3.0 13.2

Previously As

Millions of Dollars

Reported Adjustment

Restated

Amounts Due from Sales of Receivables $ 351.9

$ (13.4 ) $ 338.5

Other Assets 37.7

12.4 50.1

Total Assets

1,898.1 (1.0 ) 1,897.1

Net Accounts Payable to Affiliates

6.9 (1.0 ) 5.9

Other Liabilities

128.8 9.0

137.8

Retained Earnings 212.5

(16.3 ) 196.2

Accumulated Other Comprehensive Loss (8.9 ) 7.3

(1.6 ) Total Shareowner’s Equity

374.6 (9.0 ) 365.6

January 31, October 31,

January 31,

Millions of Dollars 2005

2004 2004

Retail notes, net of unearned income

$ 401.0 $ 712.3

$ 511.1

Finance leases, net of unearned income 62.4

102.5 112.6

Wholesale notes

118.3 172.9

90.8

Accounts:

Retail 305.3

209.3 286.9

Wholesale

82.2 78.8

84.3

Total accounts 387.5

288.1 371.2

Total finance receivables 969.2

1,275.8 1,085.7

Less: Allowance for losses

3.9 6.7

12.2

Total finance receivables, net

$ 965.3 $ 1,269.1

$ 1,073.5


January 31,


2004 2004

Allowance for losses, beginning of period

$ 6.7 $ 12.9

$ 12.9

Provision for credit losses 2.5

8.2 1.1

Net losses charged to allowance

(0.6 ) (6.6 ) (0.4 ) Allocated to finance receivables sold

(4.7 ) (7.8 ) (1.4 )

Allowance for losses, end of period $ 3.9

$ 6.7 $ 12.2


AND SUBSIDIARIES


The average outstanding balance of impaired finance receivables was not material for the quarters ended January 31, 2005 and 2004 or for the year ended October 31, 2004. Interest income that would have been recognized on impaired finance receivables during the quarters ended January 31, 2005 and 2004 or for the year ended October 31, 2004 was not material.

Balances with payments past due over 90 days on owned finance receivables totaled $7.5 million as of January 31, 2005.

5. SENIOR AND SUBORDINATED DEBT

Senior and subordinated debt outstanding is summarized as follows:

The failure of the Corporation and its affiliates to complete their respective Quarterly Reports on Form 10-Q and deliver those reports and related required information to their respective lenders by March 17, 2005, resulted in one or more defaults under the revolving credit agreement. On March 15, 2005, and again on April 15, 2005, the Corporation received a waiver of the existing defaults under the credit agreement. The waivers permit the Corporation to incur additional borrowings under the agreement through April 29, 2005.

In the event that the Corporation has not cured said defaults by April 29, 2005, it will no longer be able to incur additional indebtedness under the credit agreement unless it shall have obtained a subsequent waiver. In the event that the Corporation does not cure said defaults by May 2, 2005 (unless it shall have obtained an additional waiver), an event of default shall have occurred under the credit agreement and the administrative agent or the lenders will have the ability to terminate the credit facility and demand immediate payment of all amounts outstanding under the credit agreement. Such a demand for payment would result in defaults under numerous other credit facilities and other agreements of the Corporation and its affiliates. The Corporation believes that the defaults will be cured prior to the expiration of the waiver through the delivery of the Quarterly Reports on Form 10-Q and the related information.

In June 2004, Navistar assumed from the Corporation the 4.75 percent convertible subordinated debt due in 2009. As compensation for the assumption of this debt, the Corporation paid Navistar $170.0 million in cash. Navistar’s assumption of the Corporation’s debt resulted in an $11.9 million increase in paid-in capital for the Corporation.

7


January 31,


2004 2004

Bank revolving credit facility, at variable rates, due December 2005

$ 658.0 $ 672.0

$ 499.0

Revolving retail warehouse facility, at variable rates, due October 2005

500.0 500.0

500.0

Borrowings secured by operating leases, 3.4% to 6.7%, due serially through

December 2010 139.4

153.2 208.9

Convertible debt, 4.75%, due April 2009

— —

179.9

Total senior and subordinated debt

$ 1,297.4 $ 1,325.2

$ 1,387.8


AND SUBSIDIARIES


6. DERIVATIVE FINANCIAL INSTRUMENTS

The Corporation uses derivative financial instruments as part of its overall interest rate risk management strategy as further described in Footnote 14 of the 2004 Annual Report on Form 10-K.

The Corporation manages its exposure to fluctuations in interest rates by limiting the amount of fixed rate assets funded with variable rate debt. This is accomplished by selling fixed rate receivables on a fixed rate basis and by utilizing derivative financial instruments. These derivative financial instruments may include forward contracts, interest rate swaps, and interest rate caps. The fair value of these instruments is estimated based on quoted market prices and is subject to market risk as the instruments may become less valuable due to changes in market conditions or interest rates. The Corporation manages exposure to counterparty credit risk by entering into derivative financial instruments with major financial institutions that can be expected to fully perform under the terms of such agreements. The Corporation does not require collateral or other security to support derivative financial instruments with credit risk. The Corporation’s counterparty credit exposure is limited to the positive fair value of contracts at the reporting date. As of January 31, 2005, the Corporation’s derivative financial instruments had a negative net fair value. Notional amounts of derivative financial instruments do not represent exposure to credit loss.

As of January 31, 2005, the notional amounts and fair values of the Corporation’s derivative financial instruments are summarized as follows:

* Accounted for as non-hedging instruments.

The fair values of all derivatives are recorded in Other Liabilities on the Statements of Consolidated Financial Condition. 7. SALES OF RECEIVABLES

During the first quarter of fiscal 2005, the Corporation sold $756.6 million of retail notes and finance leases for a pre-tax gain of $11.1 million compared to the first quarter of fiscal 2004, when the Corporation sold $195.0 million of retail notes and finance leases for a pre-tax gain of $4.4 million.

The Corporation’s retained interests in the retail note sales include interest-only receivable, cash reserve, and negative carry accounts. The Corporation reassesses the fair value of the retained interests on a quarterly basis. The fair value of the interest-only receivable is based on updated estimates of prepayment speeds, credit losses, yields and discount rates.

8

Inception Maturity

Instrument Notional

Fair Value

(Millions of Dollars)

October 2000 November 2012

Interest rate cap $ 500.0

$ (0.3 ) October 2000

November 2012 Interest rate cap

500.0 0.3

July 2001

April 2006 Interest rate swap

17.8 (0.3 )

November 2002 March 2007

Interest rate swap* 40.7

—

October 2003 April 2008

Interest rate swap* —

0.1

July 2004 September 2008

Interest rate swap* —

—


AND SUBSIDIARIES


The following table summarizes, for the quarter ended January 31, income related to sales of finance receivables:

8. COMMITMENTS AND CONTINGENCIES

Legal

The Corporation is subject to various claims arising in the ordinary course of business, and is party to various legal proceedings, which constitute ordinary routine litigation incidental to the business of the Corporation. In the opinion of the Corporation’s management, none of these proceedings or claims is material to the business or the financial condition of the Corporation.

On December 6, 2004, the Corporation announced that it would restate its financial results for fiscal years 2002 and 2003 and the first three quarters of fiscal 2004. The Securities and Exchange Commission (SEC) notified the Corporation on February 9, 2005, that it was conducting an informal inquiry into the Corporation’s restatement. The SEC has advised the Corporation that the status of the inquiry was changed to a formal investigation.

Leases

The Corporation is obligated under non-cancelable operating leases for the majority of its office facilities. These leases are generally renewable and provide that property taxes and maintenance costs are to be paid by the lessee. As of January 31, 2005, future minimum lease commitments under non-cancelable operating leases with remaining terms in excess of one year are as follows:

The Corporation does not have any future lease commitments under non-cancelable operating leases for periods after December, 2015. The total operating lease expense for the quarter ended January 31, 2005 and 2004 was $0.4 million and $0.2 million, respectively.

9


2004

Gains on sales of receivables $ 11.1

$ 4.4

Discount accretion 6.7

6.1

Fair value adjustment (0.2 ) (0.2 )

Derivative gains (losses) (0.1 ) (0.3 )

Interest income from retained securities and other 0.4

0.4

Total income related to sales of finance receivables $ 17.9

$ 10.4

Twelve-month period ended January 31, (Millions of Dollars)

2006

$ 2.2

2007 1.1

2008

1.1

2009 0.9

2010 and beyond

5.0

Total

$ 10.3


AND SUBSIDIARIES


Guarantees of Debt

The Corporation periodically guarantees the outstanding debt of affiliates. The guarantees allow for diversification of funding sources for the affiliates. As of January 31, 2005, the Corporation has multiple guarantees related to Navistar’s three Mexican finance subsidiaries, Servicios Financieros Navistar, S.A. de C.V. (“SOFOL”), Arrendadora Financiera Navistar, S.A. de C.V. (“Arrendadora”) and Navistar Comercial S.A. de C.V. The Corporation has no recourse as guarantor in case of default.

The following table summarizes the borrowings as of January 31 , 2005 :

(1) Peso-denominated (2) Revolving credit facility guaranteed jointly with Navistar (3) The bank reviews the terms of this facility monthly. This facility may be used for as long as all the conditions and terms are met.

Guarantees of Derivatives

As of January 31, 2005, the Corporation had guaranteed derivative contracts for foreign currency forwards, interest rate swaps and cross currency swaps related to SOFOL and Arrendadora. The Corporation is liable up to the fair market value of these derivative contracts only in cases of default by SOFOL and Arrendadora.

The following table summarizes the guaranteed derivative contracts as of January 31, 2005:

* Peso-denominated

10

Type of Funding Maturity

Amount of Guaranty Outstanding Balance


Revolving credit facility (2)

December 2005 $ 100.0

$ 37.0

Revolving credit facility (1), (3) January 2008

17.8 17.8

Revolving credit facility (1), (3)

Indefinite 21.4

13.5

Revolving credit facility (1) Indefinite

17.8 16.3


March 2005 8.9

8.9

Revolving credit facility (1) June 2005

6.7 6.7


June 2005 4.5

3.8

Revolving credit facility (1) December 2007

10.7 7.4

Total

$ 187.8 $ 111.4

Outstanding Fair

Instrument

Maturity Notional

Value


Interest rate swaps and cross currency swaps* May 2007

$ 57.7 $ 0.3


AND SUBSIDIARIES


Other

On November 30, 2001, the Corporation completed the sale of all of the stock of Harco National Insurance Company (“Harco”), a wholly-owned insurance subsidiary, to IAT Reinsurance Syndicate Ltd. (“IAT”), a Bermuda reinsurance company. As part of its sales agreement with IAT, the Corporation agreed to guarantee the adequacy of Harco’s loss reserves. There is no limit to the potential amount of future payments required by the Corporation related to this reserve. The guarantee under the sales agreement is scheduled to expire November 2008. The carrying amount of the Corporation’s liability under this guarantee is estimated at $0.6 million as of January 31, 2005 and is included in Other Liabilities in the Consolidated Statements of Financial Condition. Management believes this reserve is adequate to cover any future potential payments to IAT.

11


AND SUBSIDIARIES ITEM 2. MANAGEMENT ’S DISCUSSION AND ANALYSIS OF R ESULTS OF OPERATIONS AND FINANCIAL CONDITION Certain statements under this caption purely constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. Navistar Financial Corporation’s (“Corporation”) actual results may differ significantly from the results discussed in such forward-looking statements. You should not place undue reliance on those statements because they are subject to numerous uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control, and such forward-looking statements only speak as of the date of this Form 10-Q. Forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These statements are based on assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you read and consider this Form 10-Q, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed under the heading “Business Outlook.” Restatement The accompanying management’s discussion and analysis gives effect to the restatement of the consolidated financial statements for the period ended January 31, 2004 as discussed in Note 2 to the Consolidated Financial Statements. Overview The Corporation was incorporated in Delaware in 1949 and is a wholly-owned subsidiary of International Truck and Engine Corporation (“International”), which is a wholly-owned subsidiary of Navistar International Corporation (“Navistar”). As used herein, the “Corporation” refers to Navistar Financial Corporation and its wholly-owned subsidiaries unless the context otherwise requires. The Corporation is a commercial financing organization that provides wholesale, retail and lease financing in the United States for sales of new and used trucks sold by International and International’s dealers. The Corporation also finances wholesale accounts and selected retail accounts receivable of International. Sales of new products (including trailers) of other manufacturers are also financed regardless of whether they are designed or customarily sold for use with International’s truck products. The Corporation also services finance receivables it originates and purchases. The Corporation’s sources of revenues are primarily from sales of its receivables, servicing of its sold receivables, earnings from investments, interest earned from its financing programs and payments made under wholesale and other dealer loan financing programs. The Corporation is exposed to market risk primarily due to fluctuations in interest rates during the accumulation period prior to a securitization sale. Interest rate risk arises from the funding of a

12


AND SUBSIDIARIES portion of the Corporation’s fixed rate receivables with floating rate debt. The Corporation has managed exposure to interest rate changes by funding floating rate receivables with floating rate debt and fixed rate receivables with fixed rate debt, floating rate debt and equity capital. Management has reduced the net exposure, which results from the funding of fixed rate receivables with floating rate debt by generally selling fixed rate receivables on a fixed rate basis and by utilizing derivative financial instruments when appropriate. Off-Balance Sheet Arrangements The Corporation enters into guarantees and sales of receivables that appropriately are not reflected on its balance sheet, which have or will have an effect on its financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. Guarantees The Corporation periodically guarantees the outstanding debt of affiliates. The guarantees allow for diversification of funding sources for the affiliates. As of January 31, 2005, the Corporation has numerous guarantees related to Navistar’s three Mexican finance subsidiaries, Servicios Financieros Navistar, S.A. de C.V. (“SOFOL”), Arrendadora Financiera Navistar, S.A. de C.V. (“Arrendadora”) and Navistar Comercial S.A. de C.V. (“Commercial”). The Corporation has no recourse as guarantor in case of default. As of January 31, 2005, the Corporation’s maximum exposure under these guarantees is the total amount outstanding at that date, $111.4 million. On July 30, 2004, the Corporation, through Navistar Financial Retail Receivables Corporation (“NFRRC”), sold retail note receivables to a conduit. In order to match fund the fixed rate receivables with the variable rate debt of the conduit, the conduit entered into an interest rate swap agreement on the anticipated cash flows from the receivables. NFC, as servicer, has indemnified the conduit for the impact any variance in those cash flows has on the swap settlement. As of January 31, 2005, the Corporation has not recorded any liability related to this indemnification. Sales of Receivables The Corporation securitizes and sells receivables through NFRRC, Navistar Financial Securities Corporation (“NFSC”), Truck Retail Accounts Corporation (“TRAC”) and Truck Engine Receivables Financing Co. (“TERFCO”), all special purpose, wholly-owned subsidiaries (“SPC’s”) of the Corporation, to fund its business operations. The securitization market provides the Corporation with a cost-effective source of funding. In a typical securitization transaction, the Corporation sells a pool of finance receivables to a SPC that establishes a qualifying special purpose entities (“QSPE”) consistent with the requirements of Statements of Financial Accounting Standards (“SFAS”) No. 140 “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”. The SPC then transfers the receivables to the QSPE, generally a trust, in exchange for proceeds from interest-bearing securities, commonly called asset-backed securities (“ABS”). These securities are issued by the QSPE and are secured by future collections on the sold receivables. The sales of receivables in each securitization constitute sales under accounting principles generally accepted in the United States of America, with the result that the sold receivables are removed from the Corporation’s balance sheet and the investor’s interests in the related trust or conduit are not reflected as liabilities.

13


AND SUBSIDIARIES The Corporation often retains interests in the securitized receivables. The retained interests may include senior and subordinated securities, undivided interests in wholesale receivables, restricted cash held for the benefit of the QSPEs, and interest-only receivables. The Corporation’s retained interests will be the first to absorb any credit losses on the sold receivables because the Corporation retains the most subordinated interests in the QSPE, including subordinated securities, the right to receive excess spread (interest-only strip) and any residual or remaining interests of the QSPE after all asset-backed securities are repaid in full. The Corporation’s exposure to credit losses on the sold receivables is limited to its retained interests. The SPC’s assets are available to satisfy the creditors’ claims prior to such assets becoming available for the SPC’s own uses or to the Corporation or affiliated companies. The Corporation is under no obligation to repurchase any sold receivable that becomes delinquent in payment or otherwise is in default. The holders of the asset-backed securities have no recourse to the Corporation or its other assets for credit losses on sold receivables and have no ability to require the Corporation to repurchase their securities. The Corporation does not guarantee any securities issued by QSPE’s. The Corporation, as seller and the servicer of the finance receivables is obligated to provide certain representations and warranties regarding the receivables. Should any receivables fail to meet these representations and warranties, the Corporation, as servicer, is required to repurchase the receivables. Risks to Future Sales of Receivables The Corporation relies heavily on securitization for cost effective funding of its operations. The Corporation’s ability to sell its receivables may be dependent on the following factors: the volume and credit quality of receivables available for sale, the performance of previously sold receivables, general demand for the type of receivables the Corporation offers, market capacity for the Corporation sponsored investments, accounting and regulatory changes, the Corporation’s debt ratings and the Corporation’s ability to maintain back-up liquidity facilities for certain securitization programs. If as a result of any of these or other factors, the cost of securitized funding significantly increased or securitized funding were no longer available to the Corporation, the Corporation’s operations, financial condition and liquidity could be adversely impacted. Business Outlook Navistar currently projects 2005 U.S. and Canadian Class 8 heavy truck industry demand to be 262,000 units, up 19.1% from 2004. Class 6 and 7 medium truck industry demand, excluding school buses, is forecast at 100,000 units, unchanged from 2004. Industry demand for school buses is expected to be 27,500 units, up 5.0% from 2004. Mid-range diesel engine shipments by Navistar to OEMs in 2005 are expected to be 365,400 units, 2.1% higher than 2004. The Corporation provides financing to Navistar’s U.S. dealers and customers and would expect finance acquisitions to increase in approximate proportion to Navistar’s activities. Critical Accounting Policies The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the use of estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. In preparing these financial statements, management has made its best estimates and judgments of certain amounts included in the financial statements, giving due consideration to

14


AND SUBSIDIARIES materiality. The significant accounting principles which management believes are the most important to aid in fully understanding the Corporation’s financial results are:

• Sales of Receivables • Allowance for Losses • Net Investment in Equipment on Operating Leases • Repossessions • Pension and Other Post Retirement Benefits

Details regarding the Corporation’s use of these policies and the related estimates are described in the Corporation’s 2004 Annual Report on Form 10-K. There have been no material changes to these policies. Results of Continuing Operations First Quarter 2005 Compared with First Quarter 2004 Net income was $19.1 million for the first quarter of 2005, compared with $11.3 million for the first quarter of 2004. The net income increase of $7.8 million is mainly due to higher sales of receivables. During the first quarter of fiscal 2005, the Corporation sold $756.6 million of retail notes and leases for a pre-tax gain of $11.1 million, compared with the first quarter of fiscal 2004 when the Corporation sold $195.0 million of retail receivables for a pre-tax gain of $4.4 million. Higher receivables sales volume reflects a timing difference. The total income related to sales of finance receivables increased from $10.4 million in the first quarter of 2004 to $17.9 million in the first quarter of 2005. This increase was primarily attributable to the higher gain on sales of receivables described above. While the Corporation has been experiencing lower past due finance receivables balances, it experienced $0.6 million in net losses during the first quarter of fiscal 2005, compared with $0.4 million in the same period of fiscal 2004. The allowance for losses is maintained at an amount management considers appropriate in relation to the outstanding portfolio based on factors such as overall portfolio credit risk quality, historical loss experience, and current economic conditions. Financial Condition Finance Volume and Finance Market Share During the first quarter of fiscal 2005, the Corporation’s net retail notes and finance leases originations were $366.6 million, compared with $259.5 million during the same period of fiscal 2004. Net serviced retail note and finance lease balances were $2,714.4 million and $2,500.5 million as of January 31, 2005 and 2004, respectively. The Corporation’s finance market share of new International trucks sold in the U.S. increased to 16.1% at January 31, 2005, compared to 14.9% at January 31, 2004. Wholesale note originations were $1,152.8 million for the first quarter of fiscal 2005, compared with $821.1 million for the same period of fiscal 2004. Serviced wholesale note balances were $1,212.1 million and $889.0 million as of January 31, 2005 and 2004, respectively. The increase in wholesale note balances and originations reflects an increase in International deliveries to its U.S. dealers.

15


AND SUBSIDIARIES The Corporation has seen an improvement in its truck repossession activities. The serviced repossession balance decreased significantly from $19.0 million, as of January 31, 2004, to $12.7 million, as of January 31, 2005. Improved portfolio performance resulted in lower acquisitions of repossessed vehicles. Funds Management The Corporation has traditionally obtained the funds to provide financing to International’s dealers and retail customers from sales of finance receivables, commercial paper, short and long-term bank borrowings, and medium and long-term debt. The Corporation’s current debt ratings have made sales of finance receivables the most economical source of funding. Credit Ratings The Corporation’s debt ratings as of January 31, 2005 are as follows:

Funding Facilities Receivable sales are a significant source of funding. Through the asset-backed public market and private placement sales, the Corporation has been able to fund fixed rate retail notes and finance leases at rates, which are more economical than those available to the Corporation in the public unsecured bond market. The Corporation sells retail notes and finance leases through Navistar Financial Retail Receivables Corporation (“NFRRC”), a special purpose, wholly-owned subsidiary of the Corporation. During the first quarters of 2005 and 2004, the Corporation sold $750.0 million and $195.0 million, respectively, of retail notes and finance leases to an owner trust which, in turn, issued asset-backed securities that were sold to investors. As of January 31, 2005, the remaining shelf registration available to NFRRC for the public issuance of asset-backed securities was $3,250.0 million. Truck Engine Receivables Financing Corporation, a special purpose, wholly-owned subsidiary of the Corporation, has in place a trust that provides for the funding of $100.0 million of unsecured trade receivables generated by the sale of diesel engines and engine service parts from International to Ford Motor Company. The facility matures in November 2005. As of January 31, 2005, the Corporation had utilized $100.0 million of this facility. Truck Retail Accounts Corporation (“TRAC”), a special purpose, wholly—owned subsidiary of the Corporation, provides financing for its retail accounts with a bank conduit that provides for the funding of up to $100.0 million of eligible retail accounts. The revolving retail account facility expires in August 2005. The transfer of retail accounts under TRAC constitute sales under generally accepted accounting principles in the United States of America, with the result being sold accounts are removed from the Corporation’s balance sheet and the investor’s interests are not reflected as liabilities. As of January 31, this facility was fully utilized.

16

Fitch Moody’s

Standard

and Poor’s Senior unsecured debt

BB Ba3

BB- Subordinated debt

B+ B2

B Outlook

Stable Stable

Stable


AND SUBSIDIARIES

Navistar Financial Securities Corporation, a special purpose, wholly-owned subsidiary of the Corporation, has in place a revolving wholesale note trust that provides for the funding of up to $1,423.0 million of eligible wholesale notes. As of January 31, 2005, it was comprised of a $200.0 million tranche of investor certificates maturing in 2008, three $212.0 million tranches of investor certificates maturing in 2005, 2006 and 2007, and variable funding certificates (“VFC”) with a maximum capacity of $400.0 million, which matures in December 2005. As of January 31, 2005, the Corporation had utilized $1,093.9 million of the revolving wholesale note trust. Truck Retail Installment Paper Corporation, a special purpose wholly-owned subsidiary of the Corporation, issued $500.0 million of senior and subordinated floating rate asset-backed notes on October 16, 2000. The proceeds were used to establish a revolving retail warehouse facility to fund the Corporation’s retail notes and retail leases, other than fair market value leases, during the accumulation period prior to a receivable sale. There were $246.9 million in retail notes and leases at the end of the first quarter 2005, compared with $316.1 million in retail notes and leases as of January 31, 2004. International Truck Leasing Corporation (“ITLC”), a special purpose, wholly-owned subsidiary of the Corporation, was established to provide for the funding of certain leases. In fiscal 2005, $12.8 million has been funded through this subsidiary. This subsidiary was not present at January 31, 2004. ITLC’s assets are available to satisfy its creditors’ claims prior to such assets becoming available for ITLC’s uses or to the Corporation or affiliated companies. The Corporation also has $820.0 million contractually committed to bank revolving credit facility that will mature in December 2005. As of January 31, 2005, $695.0 million of this facility was utilized, including $37.0 million used by Navistar’s Mexican finance subsidiary. As of January 31, 2005, the aggregate available to fund finance receivables under all the various facilities was $744.4 million. The failure of the Corporation and its affiliates to complete their respective Quarterly Reports on Form 10-Q and deliver those reports and related required information to their respective lenders by March 17, 2005, resulted in one or more defaults under the revolving credit and TRAC agreements. On March 15, 2005 and again on April 15, 2005, the Corporation received a waiver of the existing defaults under the agreements. The waivers permit the Corporation to incur additional borrowings under the agreements through April 29, 2005. In the event that the Corporation has not cured said defaults by April 29, 2005, it will no longer be able to incur additional indebtedness under the agreements unless it shall have obtained a subsequent waiver. In the event that the Corporation does not cure said defaults by May 2, 2005 (unless it shall have obtained an additional waiver), an event of default shall have occurred under the credit agreement and the administrative agent or the lenders will have the ability to terminate the credit facility and demand immediate payment of all amounts outstanding under the credit agreement. Such a demand for payment would result in defaults under numerous other credit facilities and other agreements of the Corporation and its affiliates. The Corporation believes that the defaults will be cured prior to the expiration of the waiver through the delivery of the Quarterly Reports on Form 10-Q and the related information.

17


AND SUBSIDIARIES Funding Facilities The weighted average borrowing rate on all debt outstanding for the first quarter of fiscal 2005 decreased to 3.3% from 3.5% for the same period in 2004. The decrease in the Corporation’s weighted average borrowing rate is primarily a result of convertible debt assumed by Navistar. Management believes that collections on the outstanding finance receivables portfolio plus cash available from the Corporation’s various funding sources will permit the Corporation to meet the financing requirements of International’s dealers and retail customers through 2005 and beyond. New Accounting Pronouncements In March 2004, the Emerging Issues Task Force (“EITF”) reached a final consensus on EITF 03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments.” In September 2004, the FASB issued FSP EITF 03-1-1, “Effective Date of Paragraphs 10-20 of EITF 03-1 which deferred the effective date of paragraphs 10-20 of EITF 03-1. EITF 03-1 paragraph 21 requires specific disclosure for all investments in an unrealized loss position for which other than temporary impairments have not been recognized. The Corporation included this disclosure in Footnote 15 Sales of Receivables in its 2004 Annual Report on Form 10-K.

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AND SUBSIDIARIES ITEM 4 . CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures The Corporation’s principal executive officer and principal financial officer, along with other management of the Corporation, reviewed and tested the Corporation’s disclosure controls and procedures (as defined in rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“the Exchange Act”)) as of January 31, 2005. Based on that evaluation, the principal executive officer and principal financial officer of the Corporation concluded that, as of January 31, 2005, there were material weaknesses in the Corporation’s disclosure controls and procedures related to (1) a misapplication of GAAP related to securitization accounting and an associated lack of timely resolution of outstanding reconciling items in certain collection accounts; and (2) the lack of sufficient specialized securitization accounting personnel. The 2004 Form 10-K was filed February 15, 2005 and the misapplication of GAAP and resolution of outstanding reconciling items was corrected as of that date. The Corporation restated its financial statements for the two fiscal years ended October 31, 2003 and 2002 in its 2004 Form 10-K. The Corporation is restating its interim periods for 2004 in its 2005 quarterly reports. The principal executive officer and principal financial officer of the Corporation concluded, based on the weaknesses noted above, as of January 31, 2005, the disclosure controls and procedures in place at the Corporation were not effective. Changes in Internal Controls In connection with the ongoing review of the Corporation’s internal controls over financial reporting (as defined in rule 13a-15(f) and 15d-15(f) under the Exchange Act) and in response to the material weaknesses identified, the Corporation has increased executive management education in securitization accounting, made improvements to its securitization accounting reconciliation process and added additional levels of review in its financial reporting processes. Management has strengthened its controls and procedures over the application of accounting standards, accessed external resources knowledgeable in securitization accounting and is in the process of adding internal accounting personnel.

19


AND SUBSIDIARIES PART II – OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Corporation is subject to various claims arising in the ordinary course of business, and is party to various legal proceedings, which constitute ordinary routine litigation incidental to the business of the Corporation. In the opinion of the Corporation’s management, none of these proceedings or claims is material to the business or the financial condition of the Corporation. On December 6, 2004, the Corporation announced that it would restate its financial results for fiscal years 2002 and 2003 and the first three quarters of fiscal 2004. The Securities and Exchange Commission (SEC) notified the Corporation on February 9, 2005, that it was conducting an informal inquiry into the Corporation’s restatement. The SEC has advised the Corporation that the status of the inquiry was changed to a formal investigation. The Corporation currently is not able to predict the final outcome of the investigation. It continues to cooperate with the SEC’s requests. There was no other material pending legal proceeding other than routine litigation incidental to the business of the Corporation. ITEM 5. OTHER INFORMATION The unaudited Restated 2004 quarterly financial information in the Corporation’s 2004 Annual Report filed on Form 10-K has been modified for minor adjustments between the quarters. The affect of these adjustments is reflected in the Form 10-Q and Exhibit 99.1 to the Corporation’s Form 8-K filed on April 14, 2005. QUARTERLY FINANCIAL INFORMATION (unaudited)

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits:

Restated 2004 Reported in the 2004 Form 10-K

Millions of Dollars

1 ST

Quarter

2 ND

Quarter

3 RD

Quarter

4 TH

Quarter

Fiscal Year

Results

Revenues

$ 51.8 $ 71.0

$ 53.3 $ 63.0

$ 239.1

Interest expense 11.7

11.4 8.8

9.0 40.9


1.1 3.3

2.1 1.7

8.2

Net income 9.1

20.6 12.4

19.0 61.1

Restated 2004 Reported Herein

And in Form 8-K

Millions of Dollars

1 ST

Quarter

2 ND

Quarter

3 RD

Quarter

4 TH

Quarter

Fiscal Year

Results

Revenues

$ 54.9 $ 69.7

$ 54.7 $ 59.8

$ 239.1

Interest expense 11.7

11.4 8.8

9.0 40.9


1.1 3.3

2.1 1.7

8.2

Net income 11.3

20.2 13.7

15.9 61.1

3 Articles of Incorporation and By-Laws

4 Instruments Defining Rights of Security Holders, including Indentures

10 Material Contracts

31.1 CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2 CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


AND SUBSIDIARIES

(b) The Corporation filed the following reports on Form 8-K during the quarter ended January 31, 2005. The Corporation filed a current report on Form 8-K with the Commission on December 6, 2004, in which the Corporation announced the non-reliance of its previously filed financial statements covering periods 2002 through 3rd quarter 2004 and the restatement of these periods. The Corporation filed a current report on Form 8-K with the Commission on January 7, 2005, in which the Corporation announced the delay of its Form 10-K filing for the fiscal year ended October 31, 2004 beyond the filing deadline of January 14, 2005. The Corporation filed a current report on Form 8-K with the Commission on January 31, 2005, in which the Corporation announced it defaulted under the Corporation’s $820,000,000 Credit Agreement related to the delay of its Form 10-K filing for the fiscal year ended October 31, 2004.

21


AND SUBSIDIARIES

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

22

Exhibit 3


AND SUBSIDIARIES

ARTICLES OF INCORPORATION AND BY-LAWS

The following documents of Navistar Financial Corporation are incorporated herein by reference: 3.1 Restated Certificate of Incorporation of Navistar Financial Corporation (as amended and in effect on December 15, 1987). Filed

on Form 8-K dated December 17, 1987. Commission File No. 001-04146. 3.2 The By-Laws of Navistar Financial Corporation (as amended February 29, 1988). Filed on Form 10-K dated January 19, 1989.

Commission File No. 001-04146. 3.3 Amendment to the By-Laws of Navistar Financial Corporation. Filed as Exhibit 3.1 on Form 10-K dated December 18, 2003.

Commission File No. 001-04146.

Exhibit 4

NAVISTAR FINANCIAL CORPORATION AND SUBSIDIARIES

INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS,

INCLUDING INDENTURES

The following instruments of Navistar Financial Corporation defining the rights of security holders are incorporated herein by reference: 4.1 Credit Agreement for $820,000,000 Revolving Credit and Competitive Advance Facility dated as of December 8, 2000, between

the Corporation, Arrendadora Financiera Navistar, S.A. de C.V., Servicios Financieros Navistar, S.A. de C.V. and Navistar Comercial, S.A. de C.V., as borrowers, lenders party hereto, The Chase Manhattan Bank as Administrative Agent, Bank of America as Syndication Agent and Bank of Nova Scotia as Documentation Agent. Filed as Exhibit 10.05 to Navistar Financial Corporation’s Form 10-Q dated March 15, 2001. Commission File No. 001-04146.

4.2 Guarantee, dated as of December 8, 2000, made by Navistar, in favor of The Chase Manhattan Bank, as Administrative Agent, for

the lenders parties to the Credit Agreement, dated as of December 8, 2000, among Navistar Financial Corporation and Arrendadora Financiera Navistar, S.A. DE C.V., Servicios Financieros Navistar, S.A. DE C.V. and Navistar Comercial, S.A. DE C.V., the Lenders, Bank of America, N.A., as syndication agent, The Bank of Nova Scotia, as documentation agent, and the Administrative Agent. Filed as Exhibit 10.07 to Navistar Financial Corporation’s Form 10-Q dated March 15, 2001. Commission File No. 001-04146.

Navistar Financial Corporation

(Registrant)

Date April 19, 2005

/s/ Paul Martin

Paul Martin

Vice President and Controller

(Principal Accounting Officer)

4.3 Registration Rights Agreement, dated as of March 25, 2002, by and among the Corporation, Navistar, Salomon Smith Barney, Inc.

and Banc of America Securities, LLC. Filed as Exhibit 4.2 to Form S-3 dated May 7, 2002. Commission File No. 333-87716-01. 4.4 First Amendment to the Credit Agreement dated as of December 8, 2000, between the Corporation, Arrendadora Financiera

Navistar, S.A. de C.V., Servicios Financieros Navistar, S.A. de C.V., and Navistar Comercial, S.A. de C.V., as Borrowers, and the Chase Manhattan Bank, as Administrative Agent, Bank of America, N.A., as Syndication Agent, and the Bank of Nova Scotia, as Documentation Agent, with respect to $820,000,000 Revolving Credit and Competitive Advance Facility. Filed as Exhibit 3.2 to the Corporation’s Form 10-Q dated March 8, 2004. Commission File No. 001-04146.

4.5 First Supplement to Indenture, dated as of June 11, 2004, by and among the Corporation, Navistar International Corporation and

BNY Midwest Trust Company, as Trustee, for the Corporation’s 4.75% Subordinated Exchangeable Notes due 2009 for $220,000,000. Filed as Exhibit 4.6 to the Corporation’s Form 10-Q dated September 10, 2004. Commission File No. 001-04146.

Exhibit 10


MATERIAL CONTRACTS

The following documents of Navistar Financial Corporation are incorporated herein by reference: 10.1 Master Inter-company Agreement dated as of April 26, 1993, between the Corporation and International. Filed on Form 8-K

dated April 30, 1993. Commission File No. 001-04146. 10.2 Inter-company Purchase Agreement dated as of April 26, 1993, between the Corporation and Truck Retail Instalment Paper Corp.

Filed on Form 8-K dated April 30, 1993. Commission File No. 001-04146. 10.3 Pooling and Servicing Agreement dated as of June 8, 1995, among the Corporation, as Servicer, Navistar Financial Securities

Corporation, as Seller, The Chase Manhattan Bank, as 1990 Trust Trustee, and The Bank of New York, as Master Trust Trustee. Filed as Exhibit 4.1 to Navistar Financial Securities Corporation’s Form 8-K dated December 12, 2003. Commission File No. 033-87374.

10.4 Series 1998-1 Supplement to the Pooling and Servicing Agreement dated as of July 17, 1998, among the Corporation, as Servicer,

Navistar Financial Securities Corporation, as Seller, and the Bank of New York, as Master Trust Trustee on behalf of the Series 1998-1 Certificateholders. Filed as Exhibit 4.1 to Navistar Financial Securities Corporation’s Form 8-K dated December 4, 2003. Commission File No. 033-87374.

10.5 Certificate Purchase Agreement dated as of January 28, 2000, between Navistar Financial Securities Corporation, as seller, the

Corporation, as Servicer, Receivable Capital Corporation, as the Conduit Purchaser, Bank of America, National Association, as administrative Agent for the Purchasers, and Bank of America, National Association, as a Committed Purchaser. Filed as Exhibit 1.1 on Form 8-K dated February 24, 2000. Commission File No. 033-87374.

10.6 Fourth Amendment to the Pooling and Servicing Agreement dated as of June 2, 2000, among the Corporation, as Servicer,

Navistar Financial Securities Corporation, as Seller, The Chase Manhattan Bank, as 1990 Trust Trustee, and The Bank of New York, as Master Trust Trustee. Filed as Exhibit 4.7 to Navistar Financial Securities Corporation’s Form S-3/A dated June 12, 2000. Commission File No. 333-32960.

10.7 Fifth Amendment to the Pooling and Servicing Agreement dated as of July 13, 2000, among the Corporation, as Servicer, Navistar

Financial Securities Corporation, as Seller, The Chase Manhattan Bank, as 1990 Trust Trustee, and The Bank of New York, as Master Trust Trustee. Filed as Exhibit 4.2 to Navistar Financial Dealer Note Master Trust’s Form 8-K dated July 14, 2000. Commission File No. 033-36767-03.

1

10.8 Series 2000-1 Supplement to the Pooling and Servicing Agreement dated as of July 13, 2000, among Navistar Financial

Corporation, as Servicer, Navistar Financial Securities Corporation, as Seller, and the Bank of New York, as Master Trust Trustee on behalf of the Series 2000-1 Certificateholders. Filed as Exhibit 4.1 to Navistar Financial Securities Corporation’s Form 8-K dated July 14, 2000. Commission File No. 033-87374.

10.9 Servicing Agreement dated as of October 16, 2000, between the Corporation, as Servicer, and Navistar Leasing Corporation,

Harco Leasing Company, Inc., Truck Retail Instalment Paper Corp., The Bank of New York as Collateral Agent, and Bank One National Association, as Portfolio Trustee. Filed as Exhibit 10.01 to the Corporation’s Form 10-Q dated March 15, 2001. Commission File No. 001-04146.

10.10 Receivables Purchase Agreement dated as of October 16, 2000, between Truck Retail Instalment Paper Corp. and the

Corporation. Filed as Exhibit 10.02 to the Corporation’s Form 10-Q dated March 15, 2001. Commission File No. 001-04146. 10.11 Indenture Agreement dated as of October 16, 2000, between Truck Retail Instalment Paper Corp., as Issuer, and The Bank of New

York, as Indenture Trustee. Filed as Exhibit 10.03 to the Corporation’s Form 10-Q dated March 15, 2001. Commission File No. 001-04146.

10.12 Series 2000-1 Supplement dated as of October 16, 2000, to the Indenture also dated October 16, 2000 between Truck Retail

Instalment Paper Corp., as Issuer, and The Bank of New York, as Indenture Trustee. Filed as Exhibit 10.04 to the Corporation’s Form 10-Q dated March 15, 2001. Commission File No. 001-04146.

10.13 Credit Agreement dated as of December 8, 2000, between the Corporation, Arrendadora Financiera Navistar, S.A. de C.V.,

Servicios Financieros Navistar, S.A. de C.V., and Navistar Comercial, S.A. de C.V., as Borrowers, and the Chase Manhattan Bank, as Administrative Agent, Bank of America, N.A., as Syndication Agent, and the Bank of Nova Scotia, as Documentation Agent, with respect to $820,000,000 Revolving Credit and Competitive Advance Facility. Filed as Exhibit 10.05 to the Corporation’s Form 10-Q dated March 15, 2001. Commission File No. 001-04146.

10.14 Security, Pledge and Trust Agreement dated as of June 8, 2001, between the Corporation and Bankers Trust Company, as Trustee,

pursuant to the terms of the Credit Agreement. Filed as Exhibit 4.1 to the Corporation’s Form 10-K dated December 18, 2003. Commission File No. 001-04146.

10.15 Supplement No. 1, dated as of July 24, 2001, to Indenture agreement dated October 16, 2000, among Truck Retail Instalment

Paper Corp. and The Bank of New York, to amend the Indenture to (i) revise the definition of “Series 2000-1 Loss Reserve Specified Balance”, and (ii) revise the Amortization Events filed on Form 8-K dated August 6, 2001. Filed on Form 8-K dated August 6, 2001. Commission File No. 001-04146.

2

10.16 Purchase Agreement dated as of November 1, 2001, between the Corporation and Navistar Financial Retail Receivables

Corporation, as Purchaser, with respect to Navistar Financial 2001-B Owner Trust, as Issuer. Filed as Exhibit 99.1 to Navistar Financial Retail Receivables Corporation’s Form 8-K dated November 6, 2001. Commission File No. 033-50291.

10.17 Pooling and Servicing Agreement dated as of November 1, 2001, among the Corporation, as Servicer, and Navistar Financial

Retail Receivables Corporation, as Seller, and Navistar Financial 2001-B Owner Trust, as Issuer. Filed as Exhibit 4.1 to Navistar Financial Retail Receivables Corporation’s Form 8-K dated November 6, 2001. Commission File No. 033-50291.

10.18 Trust Agreement dated as of November 1, 2001, between Navistar Financial Retail Receivables Corporation, as Seller, and Chase

Manhattan Bank USA, National Association, as Owner Trustee, with respect to Navistar Financial 2001-B Owner Trust. Filed as Exhibit 4.3 to Navistar Financial Retail Receivables Corporation’s Form 8-K dated November 6, 2001. Commission File No. 033-50291.

10.19 Indenture dated as of November 1, 2001, between Navistar Financial 2001-B Owner Trust and The Bank of New York, as

Indenture Trustee, with respect to Navistar Financial 2001-B Owner Trust. Filed as Exhibit 4.2 to Navistar Financial Retail Receivables Corporation’s Form 8-K dated November 6, 2001. Commission File No. 033-50291.

10.20 Purchase Agreement dated as of April 30, 2002, between the Corporation and Navistar Financial Retail Receivables Corporation,

as Purchaser, with respect to Navistar Financial 2002-A Owner Trust, as Issuer. Filed as Exhibit 99.1 to Navistar Financial Retail Receivables Corporation’s Form 8-K dated May 3, 2002. Commission File No. 033-50291.

10.21 Pooling and Servicing Agreement dated as of April 30, 2002, among the Corporation, as Servicer, and Navistar Financial Retail

Receivables Corporation, as Seller, and Navistar Financial 2002-A Owner Trust, as Issuer. Filed as Exhibit 4.1 to Navistar Financial Retail Receivables Corporation’s Form 8-K dated May 3, 2002. Commission File No. 033-50291.

10.22 Trust Agreement dated as of April 30, 2002, between Navistar Financial Retail Receivables Corporation, as Seller, and Chase

Manhattan Bank USA, National Association, as Owner Trustee, with respect to Navistar Financial 2002-A Owner Trust. Filed as Exhibit 4.3 to Navistar Financial Retail Receivables Corporation’s Form 8-K dated May 3, 2002. Commission File No. 033-50291.

10.23 Indenture dated as of April 30, 2002, between Navistar Financial 2002-A Owner Trust and The Bank of New York, as Indenture

Trustee, with respect to Navistar Financial 2002-A Owner Trust. Filed as Exhibit 4.2 to Navistar Financial Retail Receivables Corporation’s Form 8-K dated May 3, 2002. Commission File No. 033-50291.

10.24 Supplement No. 2, dated as of July 31, 2002, to Indenture agreement dated October 16, 2000, among Truck Retail Instalment

Paper Corp. and The Bank of New York, to amend the Indenture to (i) revise the definition of “Series 2000-1 Loss Reserve Specified Balance,” and (ii) revise the definition of “Reserve Account Trigger Event.” Filed on Form 8-K dated November 27, 2002. Commission File No. 001-04146.

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10.26 Pooling Agreement dated as of November 19, 2002, among the Corporation, as Servicer, and Navistar Financial Retail

Receivables Corporation, as Seller, and Navistar Financial 2002-B Owner Trust, as Issuer. Filed as Exhibit 4.1 to Navistar Financial Retail Receivables Corporation’s Form 8-K dated November 25, 2002. Commission File No. 033-50291.

10.27 Servicing Agreement dated as of November 19, 2002, among the Corporation, as Servicer, and Navistar Financial Retail

Receivables Corporation, as Seller, and Navistar Financial 2002-B Owner Trust, as Issuer. Filed as Exhibit 99.3 to Navistar Financial Retail Receivables Corporation’s Form 8-K dated November 25, 2002. Commission File No. 033-50291.

10.28 Trust Agreement dated as of November 19, 2002, between Navistar Financial Retail Receivables Corporation, as Seller, and

Chase Manhattan Bank USA, National Association, as Owner Trustee, with respect to Navistar Financial 2002-B Owner Trust. Filed as Exhibit 4.3 to Navistar Financial Retail Receivables Corporation’s Form 8-K dated November 25, 2002. Commission File No. 033-50291.



10.30 Purchase Agreement dated as of June 5, 2003, between the Corporation and Navistar Financial Retail Receivables Corporation, as

Purchaser, with respect to Navistar Financial 2003-A Owner Trust, as Issuer. Filed as Exhibit 99.1 to Navistar Financial Retail Receivables Corporation’s Form 8-K dated June 11, 2003. Commission File No. 033-50291.

10.31 Pooling Agreement dated as of June 5, 2003, among the Corporation, as Servicer, and Navistar Financial Retail Receivables

Corporation, as Seller, and Navistar Financial 2003-A Owner Trust, as Issuer. Filed as Exhibit 4.1 to Navistar Financial Retail Receivables Corporation’s Form 8-K dated June 11, 2003. Commission File No. 033-50291.

10.32 Servicing Agreement dated as of June 5, 2003, among the Corporation, as Servicer, and Navistar Financial Retail Receivables

Corporation, as Seller, and Navistar Financial 2003-A Owner Trust, as Issuer. Filed as Exhibit 99.3 to Navistar Financial Retail Receivables Corporation’s Form 8-K dated June 11, 2003. Commission File No. 033-50291.

10.33 Trust Agreement dated as of June 5, 2003, between Navistar Financial Retail Receivables Corporation, as Seller, and Chase

Manhattan Bank USA, National Association, as Owner Trustee, with respect to Navistar Financial 2003-A Owner Trust. Filed as Exhibit 4.3 to Navistar Financial Retail Receivables Corporation’s Form 8-K dated June 11, 2003. Commission File No. 033-50291.

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10.34 Indenture dated as of June 5, 2003, between Navistar Financial 2003-A Owner Trust and The Bank of New York, as Indenture

Trustee, with respect to Navistar Financial 2003-A Owner Trust. Filed as Exhibit 4.2 to Navistar Financial Retail Receivables Corporation’s Form 8-K dated June 11, 2003. Commission File No. 033-50291.

10.35 Series 2003-1 Supplement to the Pooling and Servicing Agreement, dated as of July 13, 2003, among the Corporation, as Servicer,

Navistar Financial Securities Corporation, as Seller, and the Bank of New York, as Master Trust Trustee on behalf of the Series 2003-1 Certificateholders. Filed as Exhibit 4.1 to Navistar Financial Securities Corporation’s Form 8-K dated July 11, 2003. Commission File No. 033-87374.

10.36 Purchase Agreement dated as of October 31, 2003, between the Corporation and Navistar Financial Retail Receivables


10.37 Pooling Agreement dated as of October 31, 2003, among the Corporation, as Servicer, and Navistar Financial Retail Receivables

Corporation, as Seller, and Navistar Financial 2003-B Owner Trust, as Issuer. Filed as Exhibit 4.1 to Navistar Financial Retail Receivables Corporation’s Form 8-K dated November 5, 2003. Commission File No. 033-50291.

10.38 Servicing Agreement dated as of October 31, 2003, among the Corporation, as Servicer, and Navistar Financial Retail Receivables

Corporation, as Seller, and Navistar Financial 2003-B Owner Trust, as Issuer. Filed as Exhibit 99.3 to Navistar Financial Retail Receivables Corporation’s Form 8-K dated November 5, 2003. Commission File No. 033-50291.

10.39 Trust Agreement dated as of October 31, 2003, between Navistar Financial Retail Receivables Corporation, as Seller, and Chase

Manhattan Bank USA, National Association, as Owner Trustee, with respect to Navistar Financial 2003-B Owner Trust. Filed as Exhibit 4.3 to Navistar Financial Retail Receivables Corporation’s Form 8-K dated November 5, 2003. Commission File No. 033-50291.

10.40 Indenture dated as of October 31, 2003, between Navistar Financial 2003-B Owner Trust and The Bank of New York, as


10.41 Sixth Amendment to the Pooling and Servicing Agreement dated as of October 31, 2003, among the Corporation, as Servicer,

Navistar Financial Securities Corporation, as Seller, The Chase Manhattan Bank, as 1990 Trust Trustee, and The Bank of New York, as Master Trust Trustee. Filed as Exhibit 4.7 to Navistar Financial Dealer Note Master Owner Trust’s Form S-3/A dated December 23, 2003. Commission File No. 333-104639-01.

10.42 Fourth Amendment to the Master Inter-company Agreement dated as of April 26, 1993, between the Corporation and

International. Filed as Exhibit 3.1 to the Corporation’s Form 10-Q dated March 8, 2004. Commission File No. 001-04146. 5

10.43 First Amendment to the Credit Agreement dated as of December 8, 2000, between the Corporation, Arrendadora Financiera

Navistar, S.A. de C.V., Servicios Financieros Navistar, S.A. de C.V., and Navistar Comercial, S.A. de C.V., as Borrowers, and the Chase Manhattan Bank, as Administrative Agent, Bank of America, N.A., as Syndication Agent, and the Bank of Nova Scotia, as Documentation Agent, with respect to $820,000,000 Revolving Credit and Competitive Advance Facility. Filed as Exhibit 3.2 to the Corporation’s Form 10-Q dated March 8, 2004. Commission File No. 001-04146.

10.44 Purchase Agreement dated as of April 1, 2004, between the Corporation and Navistar Financial Retail Receivables Corporation, as

Purchaser, with respect to Navistar Financial 2004-A Owner Trust, as Issuer. Filed as Exhibit 99.1 to Navistar Financial Retail Receivables Corporation Owner Trust 2004-A’s Form 8-K dated April 5, 2004. Commission File No. 333-67112-01.

10.45 Pooling Agreement dated as of April 1, 2004, among the Corporation, as Servicer, and Navistar Financial Retail Receivables

Corporation, as Seller, and Navistar Financial 2004-A Owner Trust, as Issuer. Filed as Exhibit 4.1 to Navistar Financial Retail Receivables Corporation Owner Trust 2004-A’s Form 8-K dated April 5, 2004. Commission File No. 333-67112-01.

10.46 Servicing Agreement dated as of April 1, 2004, among the Corporation, as Servicer, and Navistar Financial Retail Receivables

Corporation, as Seller, and Navistar Financial 2004-A Owner Trust, as Issuer. Filed as Exhibit 99.3 to Navistar Financial Retail Receivables Corporation Owner Trust 2004-A’s Form 8-K dated April 5, 2004. Commission File No. 333-67112-01.

10.47 Trust Agreement dated as of April 1, 2004, between Navistar Financial Retail Receivables Corporation, as Seller, and Chase

Manhattan Bank USA, National Association, as Owner Trustee, with respect to Navistar Financial 2004-A Owner Trust. Filed as Exhibit 4.3 to Navistar Financial Retail Receivables Corporation Owner Trust 2004-A’s Form 8-K dated April 5, 2004. Commission File No. 333-67112-01.

10.48 Indenture dated as of April 1, 2004, between Navistar Financial 2004-A Owner Trust and The Bank of New York, as Indenture

Trustee, with respect to Navistar Financial 2004-A Owner Trust. Filed as Exhibit 4.2 to Navistar Financial Retail Receivables Corporation Owner Trust 2004-A’s Form 8-K dated April 5, 2004. Commission File No. 333-67112-01.

10.49 First Amendment to the Certificate Purchase Agreement dated as of January 28, 2000, between Navistar Financial Securities

Corporation, as seller, the Corporation, as Servicer, Receivable Capital Corporation, as the Conduit Purchaser, Bank of America, National Association, as administrative Agent for the Purchasers, and Bank of America, National Association, as a Committed Purchaser. Filed as Exhibit 99 on Form 10-Q dated June 9, 2004. Commission File No. 001-04146.

10.50 Indenture, dated as of June 10, 2004, between Navistar Financial Dealer Note Master Owner Trust, as Issuer, and The Bank of

New York, as Indenture Trustee. Filed as Exhibit 4.2 to Navistar Financial Dealer Note Master Owner Trust’s Form 8-K dated June 14, 2004. Commission File No. 333-104639-01.

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10.51 Master Owner Trust Agreement dated as of June 10, 2004, between Navistar Financial Dealer Note Master Owner Trust, as

Issuer, and The Bank of New York, as Indenture Trustee. Filed as Exhibit 4.11 to Navistar Financial Dealer Note Master Owner Trust’s Form 8-K dated June 14, 2004. Commission File No. 333-104639-01.

10.52 Series 2004-1 Indenture Supplement dated as of June 10, 2004, between Navistar Financial Dealer Note Master Owner Trust, as

Issuer, and The Bank of New York, as Indenture Trustee. Filed as Exhibit 4.3 to Navistar Financial Dealer Note Master Owner Trust’s Form 8-K dated June 14, 2004. Commission File No. 333-104639-01.

10.53 Series 2004-1 Supplement to the Pooling and Servicing Agreement, dated as of June 10, 2004, among the Corporation, as

Servicer, Navistar Financial Securities Corporation, as Seller, and the Bank of New York, as Master Trust Trustee on behalf of the Series 2004-1 Certificateholders. Filed as Exhibit 4.1 to Navistar Financial Dealer Note Master Owner Trust’s Form 8-K dated June 14, 2004. Commission File No. 333-104639-01.

10.54 Seventh Amendment to the Pooling and Servicing Agreement dated as of June 10, 2004, among the Corporation, as Servicer,

Navistar Financial Securities Corporation, as Seller, The Chase Manhattan Bank, as 1990 Trust Trustee, and The Bank of New York, as Master Trust Trustee. Filed as Exhibit 4.6 to Navistar Financial Dealer Note Master Owner Trust’s Form 8-K dated June 14, 2004. Commission File No. 333-104639-01.

10.55 First Amendment to the Master Inter-company Agreement dated as of September 30, 1996, between the Corporation and

International. Filed as Exhibit 10.60 to the Corporation’s Form 10-Q dated September 10, 2004. Commission File No. 001-04146. 10.56 Second Amendment to the Master Inter-company Agreement dated as of August 16, 2000, between the Corporation and

International. Filed as Exhibit 10.61 to the Corporation’s Form 10-Q dated September 10, 2004. Commission File No. 001-04146. 10.57 Third Amendment to the Master Inter-company Agreement dated as of March 2002, between the Corporation and International.

Filed as Exhibit 10.62 to the Corporation’s Form 10-Q dated September 10, 2004. Commission File No. 001-04146. 10.58 Indenture, dated as of November 21, 2000, between Truck Engine Receivables Master Trust and The Bank of New York, as

Indenture Trustee. Filed as Exhibit 10.63 to the Corporation’s Form 10-Q dated September 10, 2004. Commission File No. 001-04146.

10.59 Trust Agreement dated as of November 21, 2000, between Truck Engine Receivables Financing Co., as Transferor, and Chase

Manhattan Bank USA, National Association, as Owner Trustee. Filed as Exhibit 10.64 to the Corporation’s Form 10-Q dated September 10, 2004. Commission File No. 001-04146.

10.60 Trust Sale and Servicing Agreement dated as of November 21, 2000, among the Corporation, as Servicer, Truck Engine

Receivables Financing Co., as Seller, and Truck Engine Receivables Master Trust, as Trust. Filed as Exhibit 10.65 to the Corporation’s Form 10-Q dated September 10, 2004. Commission File No. 001-04146.

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10.61 Series 2000-1 Purchase Agreement dated as of November 15, 2000, among Truck Engine Receivables Financing Co., as Seller,

the Corporation, as Servicer, and The Bank of New York, as Indenture Trustee. Filed as Exhibit 10.66 to the Corporation’s Form 10-Q dated September 10, 2004. Commission File No. 001-04146.

10.62 Series 2000-1 Indenture Supplement dated as of November 21, 2000, among Truck Engine Receivables Financing Co., as Issuer,

and The Bank of New York, as Indenture Trustee. Filed as Exhibit 10.67 to the Corporation’s Form 10-Q dated September 10, 2004. Commission File No. 001-04146.

10.63 Receivables Sale Agreement dated as of July 30, 2004, between Navistar Financial Retail Receivables Corporation, as Purchaser,

the Corporation, as Seller. Filed as Exhibit 10.68 to the Corporation’s Form 10-Q dated September 10, 2004. Commission File No. 001-04146.

10.64 Receivables Purchase Agreement dated as of July 30, 2004, between Navistar Financial Retail Receivables Corporation, as Seller,

the Corporation, as Servicer, and Royal Bank of Canada, as Agent. Filed as Exhibit 10.69 to the Corporation’s Form 10-Q dated September 10, 2004. Commission File No. 001-04146.


Corporation, as Purchaser, with respect to Navistar Financial 2004-B Owner Trust, as Issuer. Filed as Exhibit 99.1 to Navistar Financial Retail Receivables Corporation Owner Trust 2004-B’s Form 8-K dated November 17, 2004. Commission File No. 333-67112-06.

10.66 Pooling Agreement dated as of November 17, 2004, among the Corporation, as Servicer, and Navistar Financial Retail

Receivables Corporation, as Seller, and Navistar Financial 2004-B Owner Trust, as Issuer. Filed as Exhibit 4.1 to Navistar Financial Retail Receivables Corporation Owner Trust 2004-B’s Form 8-K dated November 17, 2004. Commission File No. 333-67112-06.

10.67 Servicing Agreement dated as of November 17, 2004, among the Corporation, as Servicer, and Navistar Financial Retail

Receivables Corporation, as Seller, and Navistar Financial 2004-B Owner Trust, as Issuer. Filed as Exhibit 99.3 to Navistar Financial Retail Receivables Corporation Owner Trust 2004-B’s Form 8-K dated November 17, 2004. Commission File No. 333-67112-06.

10.68 Trust Agreement dated as of November 17, 2004, between Navistar Financial Retail Receivables Corporation, as Seller, and

Chase Manhattan Bank USA, National Association, as Owner Trustee, with respect to Navistar Financial 2004-B Owner Trust. Filed as Exhibit 4.3 to Navistar Financial Retail Receivables Corporation Owner Trust 2004-B’s Form 8-K dated November 17, 2004. Commission File No. 333-67112-06.


Indenture Trustee, with respect to Navistar Financial 2004-B Owner Trust. Filed as Exhibit 4.2 to Navistar Financial Retail Receivables Corporation Owner Trust 2004-B’s Form 8-K dated November 17, 2004. Commission File No. 333-67112-06.

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10.70 Series 2005-1 Supplement to the Pooling and Servicing Agreement, dated as of February 28, 2005, among the Corporation, as

Servicer, Navistar Financial Securities Corporation, as Seller, and the Bank of New York, as Master Trust Trustee on behalf of the Series 2004-1 Certificateholders. Filed as Exhibit 4.1 to Navistar Financial Dealer Note Master Owner Trust’s Form 8-K dated February 28, 2005. Commission File No. 333-104639-01.

10.71 Series 2000-VFC Supplement to the Pooling and Servicing Agreement, dated as of January 28, 2000, among the Corporation, as

Servicer, Navistar Financial Securities Corporation, as Seller, and the Bank of New York, as Master Trust Trustee on behalf of the Series 2000-VFC Certificateholders. Filed as Exhibit 10.71 to the Corporation’s Form 10-Q dated April 19, 2005. Commission File No. 001-04146.

10.72 Amendment No. 1 to the Series 2000-VFC Supplement to the Pooling and Servicing Agreement, dated as of January 22, 2003, by

and among the Corporation, as Servicer, Navistar Financial Securities Corporation, as Seller, and the Bank of New York, as Master Trust Trustee. Filed as Exhibit 10.72 to the Corporation’s Form 10-Q dated April 19, 2005. Commission File No. 001-04146.

10.73 Amended and Restated Certificate Purchaser Agreement, dated as of December 27, 2005, among Corporation, as Servicer,

Navistar Financial Securities Corporation, as Seller, Kitty Hawk Funding Corporation, as a Conduit Purchaser, Liberty Street Funding Corp., as a Conduit Purchaser, Bank of America, National Association, as Administrative Agent for the Purchasers, a Managing Agent, and as a Committed Purchaser and the Bank of Nova Scotia, as a Committed Purchaser and as a Managing Agent. Filed as Exhibit 10.73 to the Corporation’s Form 10-Q dated April 19, 2005. Commission File No. 001-04146.

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Exhibit 10.71

NAVISTAR FINANCIAL SECURITIES CORPORATION

Seller


Servicer

and

THE BANK OF NEW YORK

Master Trust Trustee

on behalf of the Series 2000-VFC Certificateholders

SERIES 2000-VFC SUPPLEMENT

Dated as of January 28, 2000

to

POOLING AND SERVICING AGREEMENT

Dated as of June 8, 1995

Floating Rate

Dealer Note Asset Backed Certificates, Series 2000-VFC

DEALER NOTE MASTER TRUST

TABLE OF CONTENTS

i

ARTICLE I

CREATION OF SERIES 2000-VFC ANDTHE SERIES 2000-VFC CERTIFICATES

SECTION 1.01 Designation

SECTION 1.02 Incremental Fundings

SECTION 1.03 Optional Early Pay Out

ARTICLE II

DEFINITIONS

SECTION 2.01 Definitions

ARTICLE III

SERVICING FEE

SECTION 3.01 Servicing Compensation

ARTICLE IV

RIGHTS OF SERIES 2000-VFC CERTIFICATEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS

SECTION 4.01 Rights of the Series 2000-VFC Certificateholders

SECTION 4.02 Establishment of Series Principal Account, Spread Account, Liquidity Reserve Account and Incremental

Funding Reserve Account.

SECTION 4.03 [Reserved]

SECTION 4.04 Application of Available Certificateholder Interest Collections

SECTION 4.05 Application of Available Seller’s Finance Charge Collections, Spread Account and Liquidity Reserve Account to

Deficiency Amount

SECTION 4.06 Investor Charge-Offs

SECTION 4.07 Application of Seller’s Finance Charge Collections

SECTION 4.08 Application of Series Allocable Principal Collections

SECTION 4.09 Shared Principal Collections

SECTION 4.10 Distributions to Series 2000-VFC Certificateholders


SECTION 4.12 Partial Month Due Period

SECTION 4.13 Additional Rights upon the Occurrence of Certain Events

ARTICLE V

DISTRIBUTIONS AND REPORTSTO SERIES 2000-VFC CERTIFICATEHOLDERS

SECTION 5.01 Distributions.

SECTION 5.02 Monthly and Annual Certificateholders’ Statement

ii

ARTICLE VI

EARLY AMORTIZATION EVENTS

SECTION 6.01 Additional Early Amortization Events

ARTICLE VII

OTHER SERIES PROVISIONS

SECTION 7.01 Conveyance of Dealer Notes

SECTION 7.02 Tax Treatment

ARTICLE VIII

FINAL DISTRIBUTIONS

SECTION 8.01 Sale of Investors’ Interest Pursuant to Section 2.07 of the Agreement; Distributions Pursuant to Section 2.03 or

12.03 of the Agreement

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

Agreement

ARTICLE IX

MISCELLANEOUS PROVISIONS

SECTION 9.01 Ratification of Agreement

SECTION 9.02 Counterparts

SECTION 9.03 GOVERNING LAW

SIGNATURES

EXHIBITS Exhibit A - Form of Investor Certificate Exhibit B - Form of Monthly Servicer and Settlement Statement

SERIES 2000-VFC SUPPLEMENT

TO POOLING AND SERVICING AGREEMENT

SERIES 2000-VFC SUPPLEMENT dated as of January 28, 2000 (the “Series Supplement”), by and among NAVISTAR FINANCIAL SECURITIES CORPORATION, a Delaware corporation, as Seller (the “Seller”), NAVISTAR FINANCIAL CORPORATION, a Delaware corporation, as Servicer (the “Servicer”), and THE BANK OF NEW YORK, a New York banking corporation, as trustee (together with its successors in trust thereunder as provided in the Agreement referred to below, the “Master Trust Trustee”) under the Pooling and Servicing Agreement, dated as of June 8, 1995 (as amended and supplemented, the “Agreement”) among the Seller, the Servicer, the Master Trust Trustee and The Chase Manhattan Bank (formerly know as Chemical Bank), as trustee under the 1990 Trust Agreement.

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

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

ARTICLE I CREATION OF SERIES 2000-VFC AND THE SERIES 2000-VFC CERTIFICATES

SECTION 1.01 Designation .

(a) There is hereby created a new Series pursuant to the Agreement and this Series Supplement to be known as the

“Floating Rate Dealer Note Asset Backed Certificates Series 2000-VFC.” The interest of the Investor Certificateholders in Series 2000-VFC shall be represented by the Series 2000-VFC Certificates. The Series 2000-VFC Certificates are a series of variable funding certificates, meaning that their Funded Amount may be increased from time to time during the Revolving Period as Incremental Fundings are made under the Certificate Purchase Agreement and may be decreased from time to time, as Investor Principal Collections or certain other funds are distributed to the Series 2000-VFC Certificateholders for that purpose. The Funded Amount of the Series 2000-VFC may not at any time exceed the Maximum Funded Amount.

(b) If any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Agreement, the terms and provisions of this Series Supplement shall govern with respect to Series 2000-VFC.

SECTION 1.02 Incremental Fundings . Incremental Fundings may occur on any Distribution Date to the extent provided in

the Certificate Purchase Agreement. Upon any Incremental Funding, the Funded Amount, the Series Allocation Percentage, the Floating Allocation Percentage and other terms will be reset to the extent provided herein and in the Certificate Purchase Agreement.

SECTION 1.03 Optional Early Pay Out .

(a) On any Funding Change Date falling in the Revolving Period, the Seller may cause the principal portion of the Certificates to be prepaid in full or in part, (x) if the aggregate principal amount of such prepayment is greater than $150,000,000, on not less than five Business days prior written notice by the Servicer or (y) otherwise, on not less than three Business Days prior written notice by the Servicer to the Master Trust Trustee and the Administrative Agent, with Shared Principal Collections as provided in Section 4.03(e) of the Agreement; provided, however that such prepayment shall not be permitted unless all due (or if the Certificates are paid in full, all accrued) and unpaid Monthly Interest, Additional Amounts and Non-Use Fees have been paid in full.

(b) In addition, on any Business Day, the Seller may cause the principal portion of the Certificates to be prepaid in full or in part, (x) if the aggregate principal amount of such prepayment is greater than $150,000,000, on not less than five Business Days prior written notice by the Servicer or (y) otherwise, on not less than three Business Days prior written notice by the Servicer to the Master Trust Trustee and the Administrative Agent, with the proceeds from issuance of a new Series issued substantially contemporaneously with such prepayment; provided, however that such prepayment shall not be permitted unless all due (or, if the Certificates are paid in full, all accrued) and unpaid Monthly Interest, Additional Amounts and Non-Use Fees have been paid in full.

(c) Servicer shall not give notice of any prepayment pursuant to Section 1.03(a) unless the Master Trust has funds sufficient to make such prepayment on the day notice is given and shall not give notice of any prepayment pursuant to Section 1.03(b) unless the Seller has obtained binding commitments which may be subject to customary conditions from one or more persons to purchase the new series in such amounts as will yield the net proceeds necessary to make the prepayment.

2

ARTICLE II

DEFINITIONS

SECTION 2.01 Definitions .

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

“Accrual Period” shall mean with respect to any Distribution Date, if Monthly Interest is to be calculated on the basis of the CP Rate, the related Due Period and if Monthly Interest is to be calculated on the basis of the Alternate Rate, the related Distribution Period.

“Additional Amounts” shall have the meaning specified in the Certificate Purchase Agreement.

“ Adjusted Invested Amount ” shall mean, with respect to any Distribution Date, an amount (which shall never be less than

zero) equal to the Initial Invested Amount as of the related Determination Date, plus the Available Subordinated Amount as of the end of the related Transfer Date, plus the amount of any Incremental Funding to be made on that Distribution Date, if any, minus the aggregate amount of Investor Charge-Offs since the end of the Revolving Period not reimbursed on or prior to such Distribution Date; provided that, for purposes of calculating the Series Allocation Percentage, the Series 2000-VFC shall be deemed to have been outstanding as of January 25, 2000 with respect to allocations of Principal Collections and related concepts and as of December 26, 1999 with respect to Finance Charge Collections and related concepts, in each case with an Adjusted Invested Amount of $346,500,000.

“ Administrative Agent ” shall have the meaning specified in the Certificate Purchase Agreement.

“ Amortization Period ” shall mean, unless an Early Amortization Event shall have occurred prior thereto, the period commencing on the Amortization Period Commencement Date, and ending upon the first to occur of (a) the commencement of an Early Amortization Period, (b) the payment in full to Series 2000-VFC Certificateholders of the outstanding Funded Amount and (c) the Series Termination Date.

“ Amortization Period Commencement Date ” shall mean the first day of the Due Period occurring after the Purchase Expiration Date then in effect.

“ Amortizing Due Period ” shall have the meaning specified in Section 4.12.

“ Available Certificateholder Interest Collections ” shall mean, with respect to any Due Period, the sum of (a) Investor Finance Charge Collections for such Due Period and (b) Investment Income for that Due Period.

3

“ Available Draw Funds” shall have the meaning specified in Section 4.05(b).

“ Available Seller’s Finance Charge Collections ” shall mean, with respect to any Due Period, an amount equal to the

product of (a) the excess of (i) the Seller’s Percentage for such Due Period over (ii) the result (if positive) of the Excess Seller’s Percentage for such Due Period minus the Required Excess Seller Interest Percentage and (b) Series Allocable Finance Charge Collections for such Due Period; provided , however , that Available Seller’s Finance Charge Collections shall be zero for any Due Period to the extent the Available Subordinated Amount equals or is reduced to zero on the Transfer Date related to such Due Period.

“ Available Seller’s Principal Collections ” shall mean, with respect to any Business Day, an amount equal to the product of (a) the excess of (i) the Seller’s Percentage for the Due Period in which such Business Day occurs over (ii) the Excess Seller’s Percentage for such Due Period and (b) Series Allocable Principal Collections for such Business Day; provided , however , that Available Seller’s Principal Collections shall be zero for any Business Day to the extent the Available Subordinated Amount equals or is reduced to zero on the Transfer Date immediately preceding such Business Day.

“ Available Subordinated Amount ” shall mean for each Transfer Date (before giving effect to all adjustments in the Available Subordinated Amount thereto on such Transfer Date), the lesser of (i) the Maximum Subordinated Amount as of such Transfer Date (or, in the case of the first Transfer Date after the Closing Date $46,500,000) and (ii) the sum of (a) the Available Subordinated Amount as of the end of the preceding Transfer Date and (b) any Incremental Subordinated Amount with respect to the Distribution Date related to such preceding Transfer Date, if any.

“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.

“Business Day” shall mean, with respect to Series 2000-VFC, any day other than a Saturday, a Sunday, or a day on which banking institutions in New York, New York, Chicago, Illinois, or the city in which the Corporate Trust Office is located, or in connection with the determination of LIBOR, London, England, are authorized or obligated by law or executive order to be closed or remain closed.

“Certificate Purchase Agreement” shall mean the Certificate Purchase Agreement, dated as of the Closing Date, among the Seller, the Servicer and the other parties thereto, as amended, supplemented or otherwise modified from time to time.

4

“Certificate Rate” shall mean, for any Distribution Date, the percentage equivalent of a fraction (a) the numerator of which is

the product of (i) Monthly Interest to be paid on the Distribution Date (excluding any portion thereof consisting of Monthly Interest carried over from the prior Distribution Date and interest on such unpaid Monthly Interest), and (ii) a fraction, the numerator of which is 365 and the denominator of which is the number of days in which such Monthly Interest was calculated and (b) the denominator of which is the weighted average Funded Amount for such Accrual Period.

“ Closing Date ” shall mean January 28, 2000.

“Coverage Differential” shall mean, with respect to any Due Period, the result of (a) the Portfolio Yield for such Due Period minus (b) the sum of (i) the Certificate Rate for the related Distribution Date and (ii) one percent (1%). Coverage Differential shall be expressed as a percentage, and shall be rounded to the nearest one-hundredth of a percentage point.

“ Deficiency Amount ” shall have the meaning specified in Section 4.05(a).

“ Draw Amount ” shall mean, with respect to any Transfer Date, the least of (a) the Deficiency Amount for such Transfer Date, (b) the Available Subordinated Amount as of the end of the preceding Transfer Date plus any Incremental Subordinated Amount with respect to the Distribution Date related to such preceding Transfer Date, if any, and (c) Available Draw Funds for such Transfer Date.

“ Early Amortization Event ” shall mean, with respect to Series 2000-VFC, any event specified in Section 9.01(c) of the Agreement, together with any additional Early Amortization Event specified in Section 6.01 of this Series Supplement, but shall not mean any other event specified in Section 9.01 of the Agreement.

“ Early Amortization Period ” shall mean an Early Amortization Period with respect to Series 2000-VFC that occurs as a result of any event specified in Section 9.01(c) of the Agreement or any Early Amortization Event specified in Section 6.01 of this Series Supplement.

“Early Amortization Period Shortfall Amount” shall have the meaning specified in Section 4.08(e).

“Eligible Investments” shall mean

(a) book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form having (except in the case of clause (iv) below) remaining maturities occurring not later than the Distribution Date next succeeding the Master Trust Trustee’s acquisition thereof, except as otherwise described herein, that evidence:

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(i) direct obligations of, and obligations fully guaranteed as to timely payment by, the United States of America;

(ii) demand deposits, time deposits or certificates of deposit of, or bankers’ acceptances issued by, any depository institution or trust company incorporated under the laws of the United States of America or any state thereof (or any domestic branch of a foreign bank) and subject to supervision and examination by federal or state banking or depository institution authorities; provided, however, that at the time of the Master Trust’s investment or contractual commitment to invest therein, the commercial paper or other short-term unsecured debt obligations (other than such obligations the rating of which is based on the credit of a person or entity other than such depository institution or trust company) of such depository institution or trust company shall have a credit rating not lower than the highest investment category for short term unsecured debt obligations granted by Moody’s and S&P;

(iii) commercial paper having, at the time of the Master Trust’s investment or contractual commitment to invest therein, a rating not lower than the highest investment category for short term unsecured debt obligations granted by Moody’s and S&P;

(iv) investments in money market funds or common trust funds having a rating not lower than the highest investment category for short term unsecured debt obligations granted by Moody’s and S&P or otherwise approved in writing by the Administrative Agent (including funds for which the Master Trust Trustee or any of its affiliates is investment manager or advisor, so long as such fund shall have such rating); (v) repurchase obligations (x) with respect to any security that is a direct obligation of, or fully guaranteed by, the United States of America or any agency or instrumentality thereof the obligations of which are backed by the full faith and credit of the United States of America, in either case, entered into with a depository institution or trust company (acting as principal) described in clause (ii) or (y) the counterparty for which has a rating not lower than the highest investment category for short term unsecured debt obligations granted by Moody’s and S&P, the collateral for which is held by a custodial bank for the benefit of the Master Trust or the Master Trust Trustee, is marked to market daily and is maintained in an amount that exceeds the amounts of such repurchase obligation, and which required liquidation of the collateral immediately upon the amount of such

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collateral being less than the amount of such repurchase obligation (unless the counterparty immediately satisfies the repurchase obligation upon being notified of such shortfall); or

(vi) commercial paper master notes where the issuer has, at the time of the Master Trust’s investment or contractual commitment to invest therein, a rating not lower than the highest investment category for short term unsecured debt obligations granted by Moody’s and S&P; and

(b) any other investment consisting of a financial asset that by its terms converts to cash within a finite period of time approved by the Administrative Agent.

Unless approved by the Administrative Agent, Eligible Investments of funds in the Series Principal Account and the

Liquidity Reserve Account will be subject to the following additional restrictions: (x) no more than the greater of (A) $1,000,000 and (B) 20% of the aggregate Eligible Investments in all such accounts collectively shall be obligations of or investments in any single issuer (except that such 20% limitation shall not apply to Eligible Investments of the type specified in clause (a)(i)); and (y) each Eligible Investment shall be denominated and be payable solely in U.S. dollars, shall bear interest at a specified rate that is, or is based upon, LIBOR or a commercial paper rate, shall entitle the holder to a fixed principal amount at maturity and shall have a yield that is not inversely or disproportionately affected by changes in interest rates.

“ Excess Seller’s Percentage ” shall mean, with respect to any Due Period, a percentage (which percentage shall never be less than 0% nor more than 100%) equal to the excess of (a) the Seller’s Percentage for such Due Period, over (b) the percentage equivalent (which percentage shall never be less than 0% nor more than 100%) of a fraction, the numerator of which is the Available Subordinated Amount as of the end of the related Transfer Date, plus any Incremental Subordinated Amount with respect to the Distribution Date related to such Transfer Date, if any, and the denominator of which is the product of (x) the sum of the aggregate principal amount of Dealer Notes in the Master Trust and the aggregate principal amount of funds on deposit in the Excess Funding Account, both as of the end of the immediately preceding Due Period and (y) the Series 2000-VFC Allocation Percentage for the Due Period for which the Excess Seller’s Percentage is being calculated.

“ Excess Seller’s Principal Collections ” shall mean, with respect to any Business Day during a Due Period, the product of (a) Series Allocable Principal Collections for such Business Day and (b) the Excess Seller’s Percentage for such Due Period.

“ Expected Payment Date ” shall mean the Distribution Date in the calendar month beginning six months after the Amortization Period Commencement Date.

“ Floating Allocation Percentage ” shall mean, with respect to any Due Period , the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator

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of which is the Invested Amount as of the immediately preceding Distribution Date (after giving effect to all increases and reductions thereof on such Distribution Date) and the denominator of which is the product of (a) the sum of the aggregate principal amount of Dealer Notes in the Master Trust and the aggregate principal amount of funds on deposit in the Excess Funding Account, both as of the end of the immediately preceding Due Period, and (b) the Series 2000-VFC Allocation Percentage for the Due Period for which the Floating Allocation Percentage is being calculated.

“ Funded Amount ” shall have the meaning specified in the Certificate Purchase Agreement.

“ Funding Change Date ” shall mean any Distribution Date.

“ Incremental Funded Amount ” shall mean the amount of the increase in the Funded Amount occurring as a result of any Incremental Funding, which amount shall equal the aggregate amount of the purchase prices paid with respect to such Incremental Funding pursuant to the Certificate Purchase Agreement.

“ Incremental Funding ” shall have the meaning specified in the Certificate Purchase Agreement.

“ Incremental Funding Reserve Account ” shall have the meaning specified in Section 4.02(d)(i).

“ Incremental Funding Reserve Deposit Amount ” shall mean (a) zero, with respect to any Distribution Date on which the Incremental Funded Amount is zero; and (b) with respect to any Distribution Date on which the Incremental Funded Amount is greater than zero, the positive difference of (x) the product of (i) the Incremental Funded Amount, (ii) the Certificate Rate for such Distribution Date, (iii) 1.25 and (iv) a fraction, the numerator of which is the actual number of days remaining in the Due Period in which such Distribution Date occurs, including such Distribution Date, and the denominator of which is 360; and (y) the balance in the Incremental Funding Reserve Account after giving effect to any withdrawals therefrom on such Distribution Date.

Incremental Subordinated Amount” shall mean, with respect to any Distribution Date on which there is an Incremental

Funding, the product of (i) the Incremental Funded Amount on such Distribution Date and (ii) the Subordinated Percentage. “ Initial Funded Amount” shall mean $300,000,000.

“ Initial Invested Amount ” shall mean, on any Determination Date (for purposes of any reference in the Pooling and

Servicing Agreement to the “Initial Invested Amount” or the “initial invested amount” of a Series), (a) during the Revolving Period, the Invested Amount as of

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such date or (b) during an Amortization Period or an Early Amortization Period, the Invested Amount as of the last day of the Revolving Period.

“ Initial Spread Account Required Amount ” shall mean $3,750,000.

“ Invested Amount ” shall mean, with respect to any Distribution Date, an amount (which shall never be less than zero) equal to the Funded Amount minus the sum of (i) the aggregate amount, if any, of unreimbursed Investor Charge-Offs and (ii) the aggregate amount of Series Principal Account Losses on or prior to such Distribution Date.

“Investment Income” shall mean, for any Due Period with respect to Series 2000-VFC, the sum of (i) income during such Due Period from the investment of funds on deposit in the Series Principal Account and the Spread Account and (ii) the product of (a) the Series Allocation Percentage for such Due Period and (b) income from the investment of funds on deposit in the Collections Account and the Excess Funding Account.

“Investor Charge-Off” shall have the meaning specified in Section 4.06.

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

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

“ Investor Principal Collections ” shall mean, with respect to any Business Day, the sum of (a) the product of (i) with respect to the Revolving Period, the Floating Allocation Percentage and with respect to the Amortization Period or any Early Amortization Period, the Principal Allocation Percentage, in either case for the Due Period in which such Business Day occurs and (ii) Series Allocable Principal Collections for such Business Day and (b) on any Transfer Date, the amount, if any, of Available Certificateholder Interest Collections treated as Investor Principal Collections pursuant to Sections 4.04(a)(iii) and (iv).

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

“LIBOR” shall have the meaning specified in the Certificate Purchase Agreement.

“Liquidity Reserve Account” shall have the meaning specified in Section 4.02(c)(i).

“ Maximum Funded Amount ” shall have the meaning specified in the Certificate Purchase Agreement.

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“Maximum Subordinated Amount” shall mean, with respect to any Transfer Date related to a Due Period, the product of

(a) the Invested Amount as of the preceding Distribution Date and (b) the Subordinated Percentage; provided , however , that with respect to a Transfer Date related to a Due Period occurring during an Early Amortization Period, the Maximum Subordinated Amount shall not decline until the Invested Amount equals the Maximum Subordinated Amount, and thereafter the Maximum Subordinated Amount shall equal the Invested Amount.

“ Minimum Series 2000-VFC Seller’s Interest” shall mean, with respect to any Business Day, the sum of (a) the Available Subordinated Amount as of the end of the preceding Transfer Date, (b) the Incremental Subordinated Amount with respect to the Distribution Date related to such preceding Transfer Date, if any, and (c) the Required Excess Seller Interest as of the end of the preceding Distribution Date.

“ Monthly Interest ” shall have the meaning specified in the Certificate Purchase Agreement.

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

“New Vehicle Monthly Interest Rate” shall mean, with respect to any Due Period, the product of (a) the per annum rate of interest and finance charges billed by NFC during such Due Period on New Vehicle Dealer Notes and (b) the quotient of (i) the number of days during such Due Period and (ii) the actual number of days in the related calendar year.

“Non-Use Fee” shall have the meaning specified in the Certificate Purchase Agreement.

“Portfolio Yield” shall mean, with respect to any Due Period, the product of (a) the quotient of (i) Finance Charges for such Due Period and (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.

“ Principal Allocation Percentage ” shall mean, with respect to any Due Period occurring during the Amortization Period or any Early Amortization Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Invested Amount as of the end of the Revolving Period and the denominator of which is equal to the product of (a) the sum of the aggregate amount of Dealer Notes in the Master Trust and the aggregate principal amount of funds on deposit in the Excess Funding Account, both as of the end of the Revolving Period and (b) the Series 2000-VFC Allocation Percentage for the Due Period for which the Principal Allocation Percentage is being calculated.

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“Principal Shortfall” shall mean, with respect to Series 2000-VFC, the Series 2000-VFC Principal Shortfall.

“Projected Dealer Note Income” shall mean, on any Transfer Date, an amount equal to the sum of (a) the product of (i) the

principal amount of Dealer Notes financing new vehicles outstanding on such Transfer Date, (ii) the New Vehicle Monthly Interest Rate for the Due Period in which such Transfer Date occurs and (iii) the Series 2000-VFC Allocation Percentage for such Due Period and (b) the product of (i) the principal amount of Dealer Notes financing used vehicles outstanding on such Transfer Date, (ii) the Used Vehicle Monthly Interest Rate for such Due Period and (iii) the Series 2000-VFC Allocation Percentage for such Due Period.

“ Projected Monthly Interest ” shall mean, on any Transfer Date, an amount equal to the product of (a) the Certificate Rate for the related Distribution Date, (b) the Invested Amount as of the immediately preceding Distribution Date, (c) the result of (i) the actual number of days in such Accrual Period divided by (ii) 360 and (d) 1.25.

“ Projected Monthly Servicing Fee ” shall mean, on any Transfer Date with respect to the Due Period in which such Transfer Date occurs, an amount equal to one-twelfth of the product of (a) 1%, (b) the aggregate principal amount of Dealer Notes as of such Transfer Date, (c) the Series 2000-VFC Allocation Percentage for the Due Period related to such Transfer Date and (d) the Floating Allocation Percentage for the Due Period related to such Transfer Date.

“ Projected Spread ” shall mean, with respect to the Distribution Date next following the Distribution Date to which such Transfer Date relates, the sum of (a) the positive amount, if any, by which (i) the sum of (A) Projected Monthly Interest for such Distribution Date, and (B) the Projected Monthly Servicing Fee for the Due Period in which such Transfer Date occurs exceeds (ii) the Projected Dealer Note Income as of such Transfer Date and (b) 1.25% of the Invested Amount as of such Distribution Date.

“Purchase Expiration Date” shall have the meaning specified in the Certificate Purchase Agreement. “ Reassignment Amount ” shall mean, with respect to any Distribution Date, after giving effect to any deposits and

distributions otherwise to be made on such Distribution Date, the sum of (a) the Invested Amount on such Distribution Date, (b) accrued and unpaid interest thereon and (c) accrued and unpaid Non-Use Fees and Additional Amounts.

“Remaining Available Seller’s Principal Calculations” shall have the meaning specified in Section 4.08(d).

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“Required Excess Seller Interest” shall mean, with respect to any Business Day, 3.0% of the Invested Amount as of the end

of the preceding Distribution Date (and such percentage shall be the “ Required Excess Seller Interest Percentage ”).

“ Required Subordinated Amount ” shall mean, with respect to any Transfer Date related to a Due Period, an amount equal to 87.1% of the Maximum Subordinated Amount as of such Transfer Date.

“ Revolving Due Period ” shall have the meaning specified in Section 4.12.

“ Revolving Period ” shall mean, unless an Early Amortization Event shall have occurred prior thereto, the period beginning on the Closing Date and ending on the earlier of (a) the close of business on the Business Day immediately preceding the Amortization Period Commencement Date and (b) the close of business on the Business Day immediately preceding the day on which an Early Amortization Event occurs.

“ Seller’s Percentage ” shall mean, with respect to any Due Period, 100% minus (a) the Floating Allocation Percentage for such Due Period, when used with respect to Finance Charge Collections and Dealer Note Losses at all times or Principal Collections during the Revolving Period, and (b) the Principal Allocation Percentage for such Due Period, when used with respect to Principal Collections during the Amortization Period or any Early Amortization Period.

“ Seller’s Principal Collections ” shall mean, with respect to any Business Day, an amount equal to the sum of (a) Available Seller’s Principal Collections for such Business Day and (b) Excess Seller’s Principal Collections for such Business Day.

“ Series 2000-VFC ” shall mean the Series of Investor Certificates, the terms of which are specified in this Series Supplement.

“ Series 2000-VFC Accounts ” shall mean, collectively, the Series Principal Account, the Distribution Account maintained for the Series 2000-VFC Certificateholders, the Liquidity Reserve Account, the Incremental Funding Reserve Account and the Spread Account.

“ Series 2000-VFC Allocation Percentage ” shall mean the Series Allocation Percentage with respect to Series 2000-VFC.

“ Series 2000-VFC Certificateholders ” shall mean the holders of Series 2000-VFC Certificates.

“ Series 2000-VFC Certificateholders’ Interest ” shall mean that portion of the Certificateholders’ Interest evidenced by the Series 2000-VFC Certificates.

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“ Series 2000-VFC Certificates ” shall mean any one of the certificates executed by the Seller and authenticated by the

Master Trust Trustee, substantially in the form of Exhibit A .

“Series 2000-VFC Principal Shortfall” shall equal, with respect to any Business Day during any Early Amortization Period, the excess, if any, of the Invested Amount (reduced by (i) amounts on deposit in the Series Principal Account and (ii) the aggregate amount of Series Principal Account Losses for the Due Period in which such Business Day occurs) as of the immediately preceding Distribution Date over Investor Principal Collections for such Business Day.

“ Series 2000-VFC Shared Principal Collections ” shall have the meaning specified in Section 4.09(b).

“Series 2000-VFC Shared Seller Principal Collections” shall have the meaning specified in Section 4.08(d)(iv).

“ Series Allocable Dealer Note Losses ” shall mean, with respect to any Due Period, the product of (a) the Series 2000-VFC Allocation Percentage for such Due Period and (b) Dealer Note Losses for such Due Period.

“ Series Allocable Finance Charge Collections ” shall mean, with respect to any Due Period, the product of (a) the Series 2000-VFC Allocation Percentage for such Due Period and (b) the amount of Finance Charge Collections for such Due Period.

“ Series Allocable Principal Collections ” shall mean, with respect to any Business Day, the sum of (a) the product of (i) the

Series 2000-VFC Allocation Percentage for the related Due Period and (ii) the amount of Principal Collections deposited in the Collections Account on such Business Day and (b) if the Amortization Period Commencement Date occurs on such Business Day, the product of (i) the Series 2000-VFC Allocation Percentage for such Due Period and (ii) the amount of funds on deposit in the Excess Funding Account on such Amortization Period Commencement Date.

“ Series Invested Amount ” shall mean, with respect to Series 2000-VFC, the Invested Amount.

“ Series Principal Account ” shall have the meaning specified in Section 4.02(a)(i).

“Series Principal Account Losses” shall mean losses of principal on investment of funds in the Series Principal Account.

“Series Termination Date” shall mean the Distribution Date 36 months after the Expected Payment Date.

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“ Spread Account ” shall have the meaning specified in Section 4.02(b)(i).

“ Spread Account Deposit Amount ” shall mean, with respect to any Transfer Date, the amount, if any, by which the Projected

Spread exceeds the amount of funds on deposit in the Spread Account.

“ Subject Month ” shall have the meaning specified in Section 4.12.

“ Subordinated Percentage ” shall mean 15.5%.

“Turnover” shall have the meaning specified in Section 6.01(k).

“Used Vehicle Monthly Interest Rate” shall mean, with respect to any Due Period, the product of (i) the per annum rate of interest and finance charges billed by NFC during such Due Period on Used Vehicle Dealer Notes and (ii) the quotient of (a) a number equal to the number of days during such Due Period and (b) the actual number of days in the related calendar year.

(b) As used in this Series Supplement and in the Agreement with respect to Series 2000-VFC, “highest investment category” shall mean (i) in the case of Standard & Poor’s, A-1+, AAA, AAAm, or AAAm-G, as applicable, and (ii) in the case of Moody’s, P-1 or Aaa, as applicable.

(c) All capitalized terms used herein and not otherwise defined herein have the same meanings ascribed to them in the Agreement or, if not defined therein, in the Certificate Purchase Agreement.

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

(e) As used in this Series Supplement, references to the Available Subordinated Amount “as of the end” of a Transfer Date shall mean the Available Subordinated Amount as of such Transfer Date, after giving effect to all increases and reductions thereof pursuant to Article IV hereof.

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

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meanings of such terms under generally accepted accounting principles, the definitions contained in this Series Supplement will control.

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

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

ARTICLE III SERVICING FEE

SECTION 3.01 Servicing Compensation . The monthly servicing fee (the “Monthly Servicing Fee”) shall be payable to the Servicer,

in arrears, on each Distribution Date in respect of a Due Period (or portion thereof) occurring prior to the earlier of the first Distribution Date following the Series Termination Date and the first Distribution Date on which the Invested Amount is zero, in an amount equal to one-twelfth of the result of (a) 1% multiplied by (b) the aggregate principal amount of Dealer Notes outstanding as of the last day of such Due Period and multiplied by (c) the Series 2000-VFC Allocation Percentage with respect to such Due Period. The share of the Monthly Servicing Fee allocable to the Series 2000-VFC Certificateholders with respect to any Transfer Date (the “Investor Servicing Fee”) shall be equal to the product of (a) the Monthly Servicing Fee and (b) the Floating Allocation Percentage with respect to such Due Period. The remainder of the Monthly Servicing Fee shall be paid by the Seller and in no event shall the Master Trust, the Master Trust Trustee or the Series 2000-VFC Certificateholders be liable for the share of the Monthly Servicing Fee to be paid by the Seller; and the remainder of the Servicing Fee shall be paid by the Seller and the Investor Certificateholders of other Series and the Series 2000-VFC Certificateholders shall in no event be liable for the share of the Servicing Fee to be paid by the Seller or the Investor Certificateholders of other Series. The Investor Servicing Fee shall be payable to the Servicer solely to the extent amounts are available for distribution in accordance with the terms of this Series Supplement.

The Servicer will be permitted, in its sole discretion, to waive the Monthly Servicing Fee for any Distribution Date by notice to the Master Trust Trustee on or before the related Determination Date; provided , however , that the Servicer believes that sufficient Series Allocable Finance Charge Collections will be available on any future Distribution Date to pay the Investor Servicing Fee relating to the waived Monthly Servicing Fee. If the Servicer so waives

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the Monthly Servicing Fee for any Distribution Date, the Monthly Servicing Fee and the Investor Servicing Fee for such Distribution Date shall be deemed to be zero for all purposes of this Series Supplement and the Agreement; provided , however , that such Investor Servicing Fee shall be paid on a future date solely to the extent amounts are available therefor pursuant to Section 4.04(a)(vi); and provided further that, to the extent any such waived Investor Servicing Fee is so paid, the related portion of the Monthly Servicing Fee to be paid by the Seller shall be paid by the Seller to the Servicer.

ARTICLE IV RIGHTS OF SERIES 2000-VFC CERTIFICATEHOLDERS

AND ALLOCATION AND APPLICATION OF COLLECTIONS

SECTION 4.01 Rights of the Series 2000-VFC Certificateholders . The Series 2000-VFC Certificates shall represent fractional undivided interests in the Master Trust, consisting of the right to receive, to the extent necessary to make the required payments with respect to the Series 2000-VFC Certificates at the times and in the amounts specified in this Series Supplement, Collections allocated to Series 2000-VFC pursuant to Article IV of the Agreement and this Article IV, funds on deposit in the Collections Account and the Excess Funding Account allocable to Series 2000-VFC Certificateholders pursuant to Article IV of the Agreement and this Article IV, and funds on deposit in the Series 2000-VFC Accounts (collectively, the “Series 2000-VFC Certificateholders’ Interest”), it being understood that the Series 2000-VFC Certificates shall not represent any interest in any Series Account or Enhancement for the benefit of any other Series or Class. The Servicer shall apply, or instruct the Master Trust Trustee to apply, all funds on deposit in the Collections Account and Excess Funding Account allocable to the Series 2000-VFC Certificates, and all funds on deposit in the Series Principal Account, the Spread Account, the Incremental Funding Reserve Account and the Distribution Account maintained for the Series 2000-VFC Certificateholders, as described in this Article IV.

SECTION 4.02 Establishment of Series Principal Account, Spread Account, Liquidity Reserve Account and Incremental Funding Reserve Account .

(a) Series Principal Account .

(i) On or prior to the commencement of an Early Amortization Period or the Amortization Period, the Master Trust Trustee, for the benefit of the Series 2000-VFC Certificateholders, shall establish and maintain in the name of the Master Trust an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2000-VFC Certificateholders (the “Series Principal Account”). The Master Trust Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series Principal Account and in all proceeds thereof. Pursuant to authority granted to it pursuant to Section 3.01(b) of the Agreement, the Servicer shall have the revocable power to instruct the Master Trust

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Trustee to withdraw funds from the Series Principal Account for the purpose of carrying out the duties of the Servicer under this Series Supplement and the Agreement. The Servicer at all times shall maintain accurate records reflecting each transaction in the Series Principal Account.

(ii) Funds on deposit in the Series Principal Account overnight or for a longer period shall at all times be

invested in Eligible Investments at the direction of the Servicer or its agent, subject to the restrictions set forth in the Agreement and subject to the requirement that each such Eligible Investment shall have a stated maturity on or prior to the following Transfer Date (or such longer maturity as shall be allowed upon the written consent of the Administrative Agent). Net interest and earnings (less investment expenses) on funds on deposit in the Series Principal Account, if any, shall be allocated and distributed as provided in Section 4.04.

(b) Spread Account .

(i) The Master Trust Trustee, for the benefit of the Series 2000-VFC Certificateholders, shall cause to be

established and maintained in the name of the Master Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2000-VFC Certificateholders (the “Spread Account”). The Master Trust Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Spread Account and in all proceeds thereof. Pursuant to authority granted to it pursuant to Section 3.01(b) of the Agreement, the Servicer shall have the revocable power to instruct the Master Trust Trustee to withdraw funds from the Spread Account for the purpose of carrying out the duties of the Servicer under this Series Supplement and the Agreement. The Servicer at all times shall maintain accurate records reflecting each transaction in the Spread Account. As of the Closing Date, the Servicer shall cause to be deposited in the Spread Account an amount equal to the Initial Spread Account Required Amount.

(ii) 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 Transfer Date. Net interest and earnings (less investment expenses) on funds on deposit in the Spread Account, if any, shall be allocated and distributed as provided in Section 4.04.

(iii) On any Transfer Date related to a Due Period on which the amount of funds on deposit in the Spread

Account is greater than the Projected Spread 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.

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(iv) Upon the commencement of and during an Early Amortization Period, the Master Trust Trustee will

deposit all funds in the Spread Account into the Liquidity Reserve Account, and no additional funds shall be deposited into the Spread Account.

(c) Liquidity Reserve Account .

(i) The Master Trust Trustee, for the benefit of the Seller, shall establish on or prior to the commencement of

an Early Amortization Period and maintain or cause to be established and maintained in the name of the Master Trust Trustee, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Seller (the “Liquidity Reserve Account”). The Seller shall possess all right, title and interest in all funds on deposit from time to time in the Liquidity Reserve Account and in all proceeds thereof; provided , however , that no funds on deposit in the Liquidity Reserve Account shall be paid to the Seller if such payment would reduce the funds in such account below an amount equal to the Available Subordinated Amount. Pursuant to authority granted to it pursuant to Section 3.01(b) of the Agreement, the Servicer shall have the revocable power to instruct the Master Trust Trustee to withdraw funds from the Liquidity Reserve Account for the purpose of fulfilling the obligations of the Seller under this Series Supplement and the Agreement. The Servicer at all times shall maintain accurate records reflecting transactions in the Liquidity Reserve Account.

(ii) Funds on deposit in the Liquidity Reserve Account overnight or for a longer period shall at all times be

invested in Eligible Investments at the direction of the Seller or its agent, subject to the restrictions set forth in the Agreement. Any Eligible Investment with a stated maturity shall mature on or prior to the following Transfer Date. All net interest and earnings (less investment expenses) on funds on deposit in the Liquidity Reserve Account, if any, shall be paid to the Seller. On any Transfer Date on which the amount on deposit in the Liquidity Reserve Account exceeds the Available Subordinated Amount as of the end of such Transfer Date, the Servicer shall withdraw the amount of such excess from the Liquidity Reserve Account and allocate and pay such excess to the Seller.

(d) Incremental Funding Reserve Account .

(i) The Master Trust Trustee, for the benefit of the Series 2000-VFC Certificateholders, shall establish on or

prior to the commencement of an Early Amortization Period and maintain or cause to be established and maintained in the name of the Master Trust Trustee, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2000-VFC Certificateholders, (the “Incremental Funding Reserve Account”). The Master Trust Trustee shall possess all right, title and interest in all funds on deposit from time to time

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in the Incremental Funding Reserve Account and in all proceeds thereof. Pursuant to authority granted to it pursuant to Section 3.01(b) of the Agreement, the Servicer shall have the revocable power to instruct the Master Trust Trustee to withdraw funds from the Incremental Funding Reserve Account for the purpose of fulfilling the obligations of the Servicer under this Series Supplement and the Agreement. The Servicer at all times shall maintain accurate records reflecting transactions in the Incremental Funding Reserve Account.

(ii) Funds on deposit in the Incremental Funding Reserve 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. Any Eligible Investment with a stated maturity shall mature on or prior to the following Transfer Date. All net interest and earnings (less investment expenses) on funds on deposit in the Incremental Funding Reserve Account, if any, shall be paid to the Seller.

(e) Replacement Series 2000-VFC Accounts . If, at any time, any of the Series 2000-VFC Accounts ceases to be an

Eligible Deposit Account, the Master Trust Trustee (or the Servicer on its behalf) shall upon the earlier of (a) 30 calendar days, or (b) the next Determination Date, establish a new Series 2000-VFC Account meeting the conditions specified in paragraphs (a), (b), (c) or (d) above, as applicable, as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Series 2000-VFC Account. Neither the Seller, the Servicer nor any person or entity claiming by, through or under the Seller, the Servicer or any such person or entity shall have any right, title or interest in, or any right to withdraw any amount from, any Series 2000-VFC Account, except as expressly provided herein.

SECTION 4.03 [Reserved] .

SECTION 4.04 Application of Available Certificateholder Interest Collections

(a) Application of Available Certificateholder Interest Collections . On each Transfer Date related to a Due Period, the Master Trust Trustee, acting in accordance with instructions from the Servicer, shall apply Available Certificateholder Interest Collections for such Due Period in the following amounts and in the following order of priority:

(i) Investor Servicing Fee . An amount equal to the Investor Servicing Fee for such Due Period (unless such amount has been netted against deposits to the Collections Account or waived) shall be allocated and paid to the Servicer.

(ii) Monthly Interest . An amount equal to Monthly Interest for the Distribution Date shall be deposited in the

Distribution Account.

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(iiA) Non-Use Fees . An amount equal to the Non-Use Fees for the related Distribution Date shall be deposited

in the Distribution Account.

(iiB) Additional Amounts . An amount equal to the Additional Amounts for the related Distribution Date, but not in excess of 0.40% of the Invested Amount as of the Distribution Date immediately preceding the related Due Period, shall be deposited into the Distribution Account.

(iii) Investor Dealer Note Losses . An amount equal to the Investor Dealer Note Losses, if any, for such Due

Period shall be reimbursed by being treated as Investor Principal Collections for such Transfer Date.

(iv) Reimbursement of Investor Charge-Offs . An amount equal to the aggregate amount of unreimbursed Investor Charge-Offs, if any, for any prior Due Period shall be reimbursed by being treated as Investor Principal Collections for such Transfer Date.

(v) Spread Account Deposit Amount . An amount equal to the Spread Account Deposit Amount, if any, for

such Transfer Date shall be deposited into the Spread Account.

(vi) Deferred Investor Servicing Fee . An amount equal to the aggregate outstanding amounts of the Investor Servicing Fee which have been previously waived pursuant to Section 3.01 (unless such amounts have been waived again) shall be allocated and paid to the Servicer.

(vii) Reinstatement of Available Subordinated Amount . An amount equal to the excess, if any, of the

Maximum Subordinated Amount as of the end of the preceding Transfer Date over the Available Subordinated Amount as of the end of the preceding Transfer Date shall be (A) during the Revolving Period or the Amortization, allocated and paid to the Seller or (B) during an Early Amortization Period, deposited in the Liquidity Reserve Account, and in either case (A) or (B) the Available Subordinated Amount shall be reinstated by the amount of such payment or deposit.

(viiA) Additional Amounts . An amount equal to any Additional Amounts for the related Distribution Date not

paid pursuant to Section 4.04(iiB) shall be deposited into the Distribution Account.

(viiB) Incremental Funding Reserve Deposit Amount . An amount equal to the Incremental Funding Reserve Deposit Amount, if any, shall be deposited into the Incremental Funding Reserve Account.

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(viii) Excess Interest Collections . Any remaining Available Certificateholder Interest Collections shall be

treated as Excess Interest Collections, and applied pursuant to Section 4.03(f) of the Agreement. If Available Certificateholder Interest Collections are not sufficient to satisfy the application described in clauses (i) through (viiA) above on any Transfer Date, then funds on deposit in the Incremental Funding Reserve Account will be applied in the manner described in clause (ii) above. After such application, any remaining funds in the Incremental Funding Reserve Account shall be paid to the Seller. If Available Certificateholder Interest Collections, plus amounts allocated from the Incremental Funding Reserve Account as described above, are not sufficient to satisfy each of the applications described in clauses (i) through (viiA) above on any Transfer Date, then Excess Interest Collections from other Series allocable to Series 2000-VFC will be applied as Available Certificateholder Interest Collections in the priority and the manner described in clauses (i) through (viiA) above. If Excess Interest Collections are less than the shortfalls for all Series that provide for allocations of Excess Interest Collections, such Excess Interest Collections shall be allocable to shortfalls for Series 2000-VFC and any other Series that so provides pro rata based on the relative amounts of each Series’ shortfall.

SECTION 4.05 Application of Available Seller’s Finance Charge Collections, Spread Account and Liquidity Reserve Account to Deficiency Amount .

(a) On each Transfer Date, the Servicer shall determine the amount (the “Deficiency Amount”), if any, by which the amount of the entire allocations required on such Transfer Date by Sections 4.04(a)(i) through (iv) exceeds the amount of Available Certificateholder Interest Collections for such Due Period and Excess Interest Collections allocated to Series 2000-VFC on such Transfer Date, if any, for the related Due Period.

(b) If the Deficiency Amount for any Transfer Date is greater than zero, the Master Trust Trustee, acting in accordance with instructions from the Servicer, shall apply available funds from the following sources in the following order of priority in the same manner as Available Certificateholder Interest Collections, each of which applications shall reduce such Deficiency Amount (all such available funds being the “Available Draw Funds” for such Transfer Date):

(i) Available Seller’s Finance Charge Collections;

(ii) funds on deposit in the Spread Account;

(iii) for any Transfer Date occurring during any Early Amortization Period, funds on deposit in the Liquidity Reserve Account;

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provided , however , that the amount applied pursuant to this Section 4.05(b) shall not exceed the Draw Amount. The Available Subordinated Amount shall be reduced by the aggregate amount of Available Draw Funds applied pursuant to this Section 4.05(b).

(c) If all of the amounts applied pursuant to Section 4.05(a) and (b) are insufficient to make the entire application described in Section 4.04(a)(iii), the Available Subordinated Amount shall be reduced (but not below zero) by the amount of such deficiency and any remaining Investor Dealer Note Losses shall be deemed to be reimbursed to the extent of such reduction.

SECTION 4.06 Investor Charge-Offs . If, for any Transfer Date on which the Available Subordinated Amount equals or is reduced to zero (after giving effect to the allocations, distributions, withdrawals and deposits to be made on such Transfer Date) and the Deficiency Amount for such Transfer Date (as reduced by the applications required by Section 4.05 of this Series Supplement) is greater than zero, the Invested Amount shall be reduced by the lesser of (i) such remaining Deficiency Amount for such Transfer Date and (ii) the amount of Investor Dealer Note Losses for the related Due Period remaining unreimbursed after all applications of funds or reductions of the Available Subordinated Amount pursuant to Section 4.04 and 4.05 (such lesser amount being an “Investor Charge-Off”).

SECTION 4.07 Application of Seller’s Finance Charge Collections .

(a) Application of Available Seller’s Finance Charge Collections . On each Transfer Date related to a Due Period, the

Master Trust Trustee, acting in accordance with instructions from the Servicer, shall withdraw and apply from the Collections Account to the extent of Available Seller’s Finance Charge Collections for such Due Period, the following amounts in the following order of priority:

(i) On each Transfer Date related to a Due Period for which a Deficiency Amount exists, the amount required by Section 4.05(b)(i) shall be applied as specified in Section 4.05(b).

(ii) On each Transfer Date related to a Due Period occurring during an Early Amortization Period, the amount,

if any, by which the Available Subordinated Amount as of the end of such Transfer Date exceeds the amount of funds on deposit in the Liquidity Reserve Account shall be deposited in the Liquidity Reserve Account.

(iii) On each Transfer Date on which the full Spread Account Deposit Amount was not deposited in the Spread

Account pursuant to Section 4.04(a)(v), an amount equal to the shortfall in such Spread Account Deposit Amount shall be deposited in the Spread Account.

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(iv) Any remaining Available Seller’s Finance Charge Collections for the related Due Period shall be allocated

and paid to the Seller.

(b) Application of Series Allocable Finance Charge Collections to the Seller . On each Transfer Date related to a Due Period, the Master Trust Trustee, acting in accordance with instructions from the Servicer, shall withdraw from the Collections Account and allocate and pay to the Seller an amount equal to the product of (i) the result of the Excess Seller’s Percentage for such Due Period minus the Required Excess Seller Interest Percentage and (ii) Series Allocable Finance Charge Collections for such Due Period.

SECTION 4.08 Application of Series Allocable Principal Collections . On each Business Day, the Master Trust Trustee, acting in accordance with instructions from the Servicer, shall withdraw Series Allocable Principal Collections for such Business Day from the Collections Account and apply such funds in the following amounts:

(a) Investor Principal Collections During Revolving Period . During the Revolving Period, an amount equal to Investor Principal Collections for such Business Day shall be treated as Shared Principal Collections, and applied, pursuant to the written direction of the Servicer, pursuant to Section 4.03(e) of the Agreement.

(b) Investor Principal Collections during Amortization Period or Early Amortization Period . During the Amortization

Period or any Early Amortization Period, Investor Principal Collections for such Business Day shall be allocated to the Series 2000-VFC Certificateholders and deposited into the Series Principal Account to the extent the Invested Amount as of the preceding Distribution Date exceeds the amount of funds on deposit in the Series Principal Account on such Business Day. Any Investor Principal Collections remaining after the applications described in the preceding sentence shall be treated as Shared Principal Collections, and applied, pursuant to the written direction of the Servicer, pursuant to Section 4.03(e) of the Agreement.

(c) Seller’s Principal Collections During the Revolving Period . During the Revolving Period, all Seller’s Principal Collections for such Business Day shall be deemed to be Series 2000-VFC Shared Seller Principal Collections and shall be allocated as provided in Section 4.08(d)(iii).

(d) Seller’s Principal Collections During Amortization Period or Early Amortization Period; Shared Seller Principal Collections .

(i) During the Amortization Period, Available Seller’s Principal Collections for such Business Day shall be deemed to be “Remaining Available Seller’s Principal Collections,” which shall be included in Series 2000-VFC Shared Seller Principal Collections and allocated as provided in clause (iii) below. During the Amortization Period, Excess Seller’s

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Principal Collections shall be included in Series 2000-VFC Shared Seller Principal Collections and allocated as provided in clause (iii) below.

(ii) During any Early Amortization Period Available Seller’s Principal Collections for such Business Day shall be deposited in the Liquidity Reserve Account to the extent the Available Subordinated Amount as of the end of the immediately preceding Transfer Date exceeds the amount of funds on deposit in the Liquidity Reserve Account (including amounts deposited pursuant to Section 4.07(a)(ii)). The amount required to be deposited pursuant to the preceding sentence shall be reduced by the amount of Available Seller’s Finance Charge Collections deposited in the Liquidity Reserve Account on such Business Day. Any remaining Available Seller’s Principal Collections for such Business Day shall be deemed to be “Remaining Available Seller’s Principal Collections.” During any Early Amortization Period, all Excess Seller’s Principal Collections, all Remaining Available Seller’s Principal Collections and all shared seller principal collections of any other Series that provides for shared seller principal collections not allocated in respect of principal shortfalls shall be allocated and paid to the Seller or deposited in the Excess Funding Account to the extent necessary to maintain the Master Trust Seller’s Interest at an amount equal to (or, in the Seller’s discretion, greater than) the Minimum Master Trust Seller’s Interest.

(iii) During the Revolving Period or the Amortization Period, Series 2000-VFC Shared Seller Principal Collections, if any, and shared seller principal collections for any other Series that provides for shared seller principal collections shall be determined on each business day and allocated in the following priority: (i) to any other Series to the extent such Series provides for the use of shared seller principal collections in respect of principal shortfalls, (ii) to the Excess Funding Account to the extent necessary to maintain the Master Trust Seller’s Interest at an amount equal to (or, in the discretion of the Seller, greater than) the Minimum Master Trust Seller’s Interest, (iii) at the election of the Seller, retained and allocated to the Series 2000-VFC Certificateholders and deposited in the Series Principal Account on the related Transfer Date to make any prepayments as described in Section 1.03 and (iv) to the Seller. If shared seller principal collections for all Series are less than the shortfalls for which shared seller principal collections may be used, then such shared seller principal collections will be allocated to all such shortfalls pro rata based on the relative amounts of each such shortfall.

(iv) “Series 2000-VFC Shared Seller Principal Collections” means on each business day (i) during a Revolving Period, all Available Seller’s Principal Collections and all Excess Seller’s Principal Collections and (ii) during an Amortization Period, all Remaining Available Seller’s Principal Collections and all Excess Seller’s Principal Collections. There shall be no Series 2000-VFC Shared Seller Principal Collections during any Early Amortization Period.

(e) If on any Distribution Date during an Early Amortization Period after the application of all funds to be allocated or distributed on such date the excess, if any, of (x) the Invested Amount over (y) the amount in the Series Principal Account (the “Early Amortization

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Period Shortfall Amount”) is less than or equal to the aggregate amount of funds contained in the Liquidity Reserve Account then funds shall be withdrawn in an amount equal to the Early Amortization Period Shortfall Amount and shall be deposited in the Series Principal Account.

SECTION 4.09 Shared Principal Collections .

(a) That portion of Shared Principal Collections for any Business Day equal to the amount of Series 2000-VFC Shared Principal Collections for such Business Day will be allocated to Series 2000-VFC and will be applied in the same manner as Investor Principal Collections pursuant to Section 4.08(b) and otherwise will be deposited in the Excess Funding Account to the extent necessary to maintain the Master Trust Seller’s Interest at an amount equal to (or, in the discretion of the Seller, greater than) the Minimum Master Trust Seller’s Interest or allocated to the Seller.

(b) “Series 2000-VFC Shared Principal Collections,” with respect to any Business Day, shall mean an amount equal to the Series 2000-VFC Principal Shortfall for such Business Day; provided , however , that, if the aggregate amount of Shared Principal Collections for all Series for such Business Day is less than the aggregate amount of Principal Shortfalls for all Series for such Business Day, then Series 2000-VFC Shared Principal Collections for such Business Day shall equal the product of (x) Shared Principal Collections for all Series for such Business Day and (y) a fraction, the numerator of which is the Series 2000-VFC Principal Shortfall for such Business Day and denominator of which is the aggregate amount of Principal Shortfalls for all Series for such Business Day; provided further that if Shared Principal Collections are not required to be applied to any other Series, the Seller may direct that all or any portion of such Shared Principal Collections be retained and allocated to the Series 2000-VFC Certificateholders and deposited in the Series Principal Account on the related Transfer Date to make any prepayment permitted by Section 1.03.

SECTION 4.10 Distributions to Series 2000-VFC Certificateholders . On each Transfer Date, after all allocations to the Distribution Account and the Series Principal Account for the related Transfer Date have been made, the Master Trust Trustee, acting in accordance with instructions from the Servicer, shall transfer to the Distribution Account the funds on deposit in the Series Principal Account and shall make, without duplication, the following distributions from the Distribution Account:

(a) Interest Distributions . On each Distribution Date (including the Expected Payment Date), Monthly Interest, Non-Use Fees and Additional Amounts will be distributed as such to the Series 2000-VFC Certificateholders to the extent of the amount on deposit in the Distribution Account for such purpose.

(b) Amortization Period and Early Amortization Period . On each Distribution Date related to a Due Period occurring during an Amortization Period or an Early Amortization Period, in addition to the amount described in (a) above, amounts on deposit in the Series

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Principal Account will be distributed as principal (up to a maximum of the Invested Amount on such Distribution Date) on the Series 2000-VFC Certificates.

(c) Revolving Period . On each Distribution Date relating to a Due Period during the Revolving Period, in addition to the amount described in (a) above, amounts on deposit in the Series Principal Account will be distributed as principal (up to a maximum of the Invested Amount on such Distribution Date) on the Series 2000-VFC Certificates.


SECTION 4.12 Partial Month Due Period . The allocation and distribution provisions in this Series Supplement are based upon the assumptions that each Due Period will be a calendar month and that each Due Period will have a unique related Transfer Date and Distribution Date. However, under certain circumstances (such as the occurrence of an Early Amortization Event, the Revolving Period could end on a date other than the last day of a calendar month (the period from the first day of such month (the “Subject Month”) to and including the date of such occurrence being referred to herein as the “Revolving Due Period”), and an Early Amortization Period could commence on a date other than the first day of a calendar month (the period from such other date until the last day of the Subject Month being the “Amortizing Due Period”). If such a circumstance occurs, then the Servicer, the Seller and the Master Trust Trustee shall observe the following rules:

(i) the Transfer Date for both the Revolving Due Period and the Amortizing Due Period shall be the date on which the Transfer Date would have occurred if the Subject Month had been an ordinary Due Period;

(ii) the allocations and distributions of Finance Charge Collections (and all items derived from Finance

Charge Collections, such as Available Certificateholder Interest Collections and Available Seller’s Finance Charge Collections) and Dealer Note Losses occurring during the Subject Month shall be made as if the Subject Month were one Due Period, without any distinction between the Revolving Due Period and the Amortizing Due Period; and

(iii) two separate sets of allocations and distributions of Principal Collections (and all items derived from

Principal Collections, such as Investor Principal Collections and Seller’s Principal Collections) shall be made on such Transfer Date, according to whether such Principal Collections were received during the Revolving Due Period (in which case allocations and distributions shall be made as provided in Sections 4.08(a) and (c)) or the Amortizing Due Period (in which case allocations and distributions shall be made as provided in Sections 4.08(b) and (d)).

SECTION 4.13 Additional Rights upon the Occurrence of Certain Events . Notwithstanding the provisions of

Section 9.02(a) of the Agreement, if any insolvency event

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occurs with respect to the Seller, Navistar International Corporation, Navistar International Transportation Corp. or Navistar Financial Corporation on the day of such insolvency event, the Seller will (subject to the actions of the Certificateholders) immediately cease to transfer Dealer Notes to the Master Trust, and promptly give notice to the Master Trust Trustee of such insolvency event. Under the terms of the Pooling and Servicing Agreement, if an insolvency event occurs with respect to the Seller prior to the date on which the Series 2000-VFC Certificates issued by the Master Trust have been paid in full, then within 15 days the Master Trust Trustee will publish a notice of such insolvency event stating that the Master Trust Trustee intends to sell, liquidate or otherwise dispose of the Dealer Notes in a commercially reasonable manner and on commercially reasonable terms, unless within a specified period of time Certificate holders representing more than 50% of the aggregate series invested amount of the certificates of each such Series and each person holding a Supplemental Certificate, instruct the Master Trust Trustee not to sell, dispose of or otherwise liquidate the Dealer Notes and to continue transferring Dealer Notes as before such insolvency event.

ARTICLE V DISTRIBUTIONS AND REPORTS

TO SERIES 2000-VFC CERTIFICATEHOLDERS

SECTION 5.01 Distributions .

(a) The Paying Agent shall distribute (in accordance with the Monthly Servicer Certificate and Settlement Statement delivered by the Servicer to the Master Trust Trustee and the Paying Agent pursuant to Section 3.04(d) of the Agreement) to each Series 2000-VFC Certificateholder of record on the preceding Record Date (other than as provided in Section 12.02 of the Agreement respecting a final distribution) on each Distribution Date such Certificateholder’s pro rata share (based on the aggregate fractional undivided interests represented by the Series 2000-VFC Certificates held by such Certificateholder) of the amounts on deposit in the Series 2000-VFC Accounts as is payable to the Series 2000-VFC Certificateholders on such Distribution Date pursuant to Sections 4.10 (a), (b) and (c).

(b) Except as provided in Section 12.03 of the Agreement with respect to a final distribution, distributions to Series 2000-VFC Certificateholders hereunder shall be made to each Series 2000-VFC Certificateholder by wire transfer of immediately available funds to the account specified by such Series 2000-VFC Certificateholder without presentation or surrender of any Series 2000-VFC Certificate or the making of any notation thereon.

SECTION 5.02 Monthly and Annual Certificateholders’ Statement .

(a) Monthly Series 2000-VFC Certificateholders’ Statement . At least two Business Days prior to each Distribution Date, the Servicer will provide to the Master Trust Trustee and the Paying Agent, and on each Distribution Date, the Paying Agent shall forward to each Series 2000-VFC Certificateholder a Monthly Servicer Certificate and Settlement Statement

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substantially in the form of Exhibit B with such changes as the Servicer shall deem necessary or appropriate, prepared by the Servicer and delivered to the Master Trust Trustee setting forth, among other things, the following information:

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

(ii) the Series 2000-VFC Allocation Percentage, the Floating Allocation Percentage and the Principal

Allocation Percentage (if applicable) for the related Due Period;

(iii) the total amount to be distributed on the Series 2000-VFC Certificates on such Distribution Date;

(iv) the amount, if any, of such distribution allocable to the Invested Amount;

(v) the amount, if any, of such distribution allocable to interest on the Series 2000-VFC Certificates;

(vi) Dealer Note Losses for the related Due Period;

(vii) the Draw Amount as of the related Transfer Date, if any;

(viii) the amount of the Investor Charge-Offs and the amount of reimbursement thereof as of the related Transfer Date;

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

(x) the amount of any Incremental Funding or prepayment to occur on such Distribution Date, the aggregate

amount on deposit in the Incremental Funding Reserve Account as of the related Transfer Date, if any, the amount thereof, if any, allocated to pay Monthly Interest for such Distribution Date, the amount, if any, thereof to be distributed to the Seller, the Incremental Funding Reserve Account Deposit Amount for such Distribution Date, if any, and the Incremental Subordinated Amount, if any, for such Distribution Date;

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

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(xii) the aggregate amount of Dealer Notes and funds on deposit in each of the Excess Funding Account, Series

Principal Account and Spread Account as of the end of the last day of the related Due Period (after giving effect to payments and adjustments made pursuant to Article IV of this Series Supplement and of the Agreement);

(xiii) the Available Subordinated Amount as of the end of the related Transfer Date;

(xiv) with respect to Eligible Investments in the Series Principal Account, the Excess Funding Account and the

Liquidity Reserve Account, as of the last day of the related Due Period, the aggregate amount of funds invested in Eligible Investments in each such Series Account, a brief description of each such Eligible Investment and amount invested in each such Eligible Investment, the rate of interest applicable to each such Eligible Investment and the rating of each such Eligible Investment;

(xv) the Dealers with the five largest aggregate outstanding principal amounts of Dealer Notes in the Master

Trust as of the end of the related Due Period;

(xvi) the aggregate outstanding principal amount of Dealer Notes issued to finance OEM Vehicles as of the end of the related Due Period;

(xvii) the percentages and all other information calculated pursuant to Section 6.01 to determine whether an

Early Amortization Event has occurred;

(xviii) the amount of Excess Interest Collections and Investor Principal Collections treated as Shared Principal Collections, each for the related Due Period, and the amount of such Excess Interest Collections and Shared Principal Collections allocated to other Series; and

(xix) the amount of Remaining Available Seller’s Principal Collections, the amount of Excess Seller’s Principal

Collections and Remaining Available Seller’s Principal Collections treated as Series 2000-VFC Shared Seller Principal Collections, the amount of Shared Seller Principal Collections from other Series, and the amount of Shared Seller Principal Collections allocated to Series 2000-VFC and to other Series, each for the related Due Period.

(b) [Reserved]

(c) A copy of the statement provided pursuant to subsection (a) will be made available for inspection at the Corporate

Trust Office.

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(d) Annual Certificateholder’s Tax Statement . On or about January 31 of each calendar year, beginning with calendar

year 2001, the Master Trust Trustee shall furnish to the Servicer and Paying Agent a list of each Person who at any time during the preceding calendar year was a Series 2000-VFC Certificateholder and received any payment thereon and the dates such Person held a Series 2000-VFC Certificate, and the Paying Agent shall furnish to each such Series 2000-VFC Certificateholder a statement prepared by the Paying Agent containing the information prepared by the Master Trust Trustee which is required to be contained in the statement to Series 2000-VFC Certificateholders as set forth in Sections 5.02(a)(iii)-(a)(v) above, aggregated for such calendar year or the applicable portion thereof during which such Person was a Series 2000-VFC Certificateholder, together with such other customary information as the Master Trust Trustee or the Servicer deems necessary or desirable to enable the Series 2000-VFC Certificateholders to prepare their tax returns, including information (to be supplied by the Servicer to the Master Trust Trustee) regarding original issue discount on the Series 2000-VFC Certificates, if any. Such obligation of the Paying Agent shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Master Trust Trustee pursuant to any requirements of the Internal Revenue Code as from time to time in effect.

ARTICLE VI EARLY AMORTIZATION EVENTS

SECTION 6.01 Additional Early Amortization Events . The occurrence of any of the following events shall, immediately upon the

occurrence thereof without notice or other action on the part of the Master Trust Trustee or the Series 2000-VFC Certificateholders, be deemed to be an Early Amortization Event solely with respect to Series 2000-VFC:

(a) the Invested Amount is not reduced to zero by the Expected Payment Date;

(b) the United States government or any agency or instrumentality thereof files a notice of a lien under Internal Revenue Code §6323 or any similar statutory provision (including, but not limited to, §302(f) or §4068 of ERISA) on the assets of NFC or NFSC which is or may in the future be prior to the lien of the Master Trust Trustee or the assets of the Master Trust (including, without limitation, proceeds of the Dealer Notes);

(c) failure on the part of the Seller (i) to make any payment, distribution or deposit required under the Agreement within five business days of the date required or (ii) to observe or perform in any material respect any other material covenants or agreements of the Seller, which continues unremedied for a period of 60 days after written notice of such failure shall have been given to the Seller;

(d) any representation or warranty made by the Seller pursuant to the Agreement or any information contained in the schedule of Dealer Notes delivered thereunder or this 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

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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 and as a result of which the interests of the Series 2000-VFC Certificateholders are materially and adversely affected, except that an Early Amortization 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 Agreement;

(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 Agreement;

(f) on any Transfer Date related to a Due Period, the Available Subordinated Amount for such Transfer Date will be reduced to an amount less than the Required Subordinated Amount;

(g) any Servicer Termination Event shall occur for which the Servicer has received a notice of termination;

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

(i) the Average Coverage Differential shall be equal to or less than negative two percent (-2.00%) on each of three consecutive Determination Dates;

(j) at the end of any Due Period, the Master Trust Seller’s Interest is reduced to an amount less than the Master Trust Minimum Seller’s Interest and the Seller has failed to assign additional Dealer Notes to the Master Trust in the amount of such deficiency within ten Business Days following the end of such Due Period;

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

(l) on any Determination Date, the quotient of (i) the sum of Dealer Note Losses for each of the related Due Period and the five immediately preceding Due Periods and (ii) the sum of Principal Collections for each of the related Due Period and the five immediately preceding Due Periods, is greater than or equal to one percent (1.00%);

(m) [Reserved]

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(n) any of the Seller, NITC, 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, NITC, 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, NITC, 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;

(o) any order for relief against any of the Seller, NITC, 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, NITC, NIC or NFC under any other similar applicable federal law, and such decree or order shall have continued undischarged or unstayed for a period of 120 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a custodian, receiver, liquidator, trustee, assignee, sequestrator or other similar official in bankruptcy or insolvency of the Seller, NITC, 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; and

(p) failure on the part of NITC 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.

ARTICLE VII OTHER SERIES PROVISIONS

SECTION 7.01 Conveyance of Dealer Notes . Upon the date on which each other Series is either no longer outstanding or the fully

funded date has occurred with respect thereto, the Master Trust Trustee shall sell, assign and convey to the Seller or its designee, without recourse, representations or warranty, all right, title and interest of the Master Trust in the Dealer Notes, whether then existing or thereafter created, all security interests in the Financed Vehicles with respect thereto, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof except for amounts on deposit in the Collections Account that are allocable to Investor Certificates and amounts on deposit in any Series Account. The Master Trust Trustee shall execute and deliver such instruments of transfer and assignment, in each case without recourse, as shall be reasonably requested by the Seller to vest in the Seller or its designee all right, title and interest which the Master Trust had in all such property.

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SECTION 7.02 Tax Treatment . The Seller has entered into the Agreement and this Series Supplement and the Series 2000-VFC

Certificates have been issued with the intention that the Series 2000-VFC Certificates will qualify under applicable tax law as indebtedness secured by the Master Trust assets attributable to the Series 2000-VFC Certificates. The Seller and each Series 2000-VFC Certificateholder and Certificate Owner, by the acceptance of its Series 2000-VFC Certificate or Book-Entry Certificate, as applicable, agrees to treat the Series 2000-VFC Certificates as indebtedness secured by the Master Trust assets attributable to the Series 2000-VFC Certificates, for Federal income taxes, state and local income and franchise taxes and any other taxes imposed on or measured by income in whole or in part.

ARTICLE VIII FINAL DISTRIBUTIONS

SECTION 8.01 Sale of Investors’ Interest Pursuant to Section 2.07 of the Agreement; Distributions Pursuant to Section 2.03 or 12.03

of the Agreement .

(a) The amount to be paid by the Seller to the Collections Account with respect to Series 2000-VFC in connection with a purchase of the Certificateholders’ Interest pursuant to Section 2.07 of the Agreement shall equal the Reassignment Amount for the Distribution Date on which such purchase occurs.

(b) With respect to the Reassignment Amount, if any, deposited into the Collections Account pursuant to this Section 8.01 of this Series Supplement or Section 2.07 of the Agreement or any proceeds deposited into the Collections Account pursuant to Section 12.03(c) of the Agreement, the Master Trust Trustee shall, not later than 12:00 noon, New York City time, on the Distribution Date on which such amounts are deposited (or, if such date is not a Distribution Date, on the immediately following Distribution Date) (in the priority set forth below): (i) first , deposit the Invested Amount on such Distribution Date into the Series Principal Account, (ii) second , deposit the amount of accrued and unpaid interest on the unpaid balance of the Series 2000-VFC Certificates in the Distribution Account, (iii) third , deposit the amount of accrued but unpaid Non-Use Fees and Additional Amounts in the Distribution Account, and (iv) fourth , pay the remainder of any such Reassignment Amounts to the Seller.

(c) Notwithstanding any other provision to the contrary in this Series Supplement or the Agreement, the entire amount deposited in the Series Principal Account on a Distribution Date pursuant to Section 8.01(b) and all other amounts on deposit therein shall be distributed in full to the Series 2000-VFC Certificateholders on such Distribution Date and any distribution made pursuant to this paragraph (c) shall be deemed to be a final distribution pursuant to Section 12.03 of the Agreement with respect to Series 2000-VFC.

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

Agreement .

(a) Not later than 12:00 noon, New York City time, on the Distribution Date following the date on which the Insolvency Proceeds are deposited into the Collections Account pursuant to Section 9.02(b) of the Agreement, the Master Trust Trustee shall first (in each case, after giving effect to any deposits and distributions otherwise to be made on such Distribution Date) deduct an amount equal to the Invested Amount on such Distribution Date from the portion of the Insolvency Proceeds allocated to Series Allocable Principal Collections and deposit such amount in the Series Principal Account; provided that the amount of such deposit shall not exceed the product of (x) the portion of the Insolvency Proceeds allocated to Series Allocable Principal Collections and (y) 100% minus the Excess Seller’s Percentage with respect to the related Due Period. The remainder of the portion of the Insolvency Proceeds allocated to Series Allocable Principal Collections shall be allocated to the Master Trust Seller’s Interest and shall be distributed on such Distribution Date to the Seller.

(b) Not later than 12:00 noon, New York City time, on such Distribution Date, the Master Trust Trustee shall first (in each case, after giving effect to any deposits and distributions otherwise to be made on such Distribution Date) deduct an amount equal to the sum of (i) Monthly Interest for such Distribution Date and (ii) any accrued but unpaid Non-Use Fees and Additional Amounts, from the portion of the Insolvency Proceeds allocated to Series Allocable Finance Charge Collections and deposit such amount in the Distribution Account; provided that the amount of such distribution shall not exceed the product of (x) the portion of the Insolvency Proceeds allocated to Series Allocable Finance Charge Collections and (y) 100% minus the Excess Seller’s Percentage with respect to the related Due Period. The remainder of the portion of the Insolvency Proceeds allocated to Series Allocable Finance Charge Collections shall be allocated to the Master Trust Seller’s Interest and shall be distributed on such Distribution Date to the Seller.

(c) Notwithstanding anything to the contrary in this Series Supplement or the Agreement, the entire amount deposited in the Series Principal Account and the Distribution Account pursuant to this Section 8.02 and all other amounts on deposit therein shall be distributed in full to the Series 2000-VFC Certificateholders on the Distribution Date on which funds are deposited pursuant to this Section 8.02 (or, if not so deposited on a Distribution Date, on the immediately following Distribution Date) and any distribution made pursuant to this Section 8.02 shall be deemed to be a final distribution pursuant to Section 12.03 of the Agreement with respect to Series 2000-VFC.

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ARTICLE IX

MISCELLANEOUS PROVISIONS

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

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

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

[END OF PAGE]

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Seller, the Servicer and the Master Trust Trustee have caused this Series Supplement to be

duly executed by their respective officers as of the day and year first above written.

Exhibit 10.72

AMENDMENT NO. 1 TO THE SERIES 2000-VFC SUPPLEMENT TO THE POOLING AND SERVICING

AGREEMENT

THIS AMENDMENT NO. 1 (this “ Amendment ”) to the Series 2000-VFC Supplement to the Pooling and Servicing Agreement is made as of January 22, 2003, by and among Navistar Financial Securities Corporation, a Delaware corporation, as Seller, Navistar Financial Corporation, a Delaware corporation, as Servicer, and The Bank of New York, a New York banking corporation, as Master Trust Trustee.

The Seller, the Servicer, and the Master Trust Trustee are parties to the Series 2000-VFC Supplement, dated as of January 28, 2000

(the “ Series 2000-VFC Supplement ”). The Seller, the Servicer and the Master Trust Trustee have agreed to amend the Series 2000-VFC Supplement in the manner set forth herein. Capitalized terms used herein but not otherwise defined have the meanings set forth in the Series 2000-VFC Supplement.

1. Amendment to Section 2.01. The following provisions of Section 2.01 shall be amended as follows:

(a) The definition of “Subordinated Percentage” shall be deleted in its entirety and replaced with the following: “Subordinated Percentage” shall mean the greater of (a) 15.5% and (b) the subordinated percentage, or calculated

equivalent thereof, required by Moody’s and S&P to rate any series of Dealer Note Securities issued or to be issued after the date hereof (regardless of whether such Dealer Note Securities are actually issued) at the highest investment category for long-term debt for such rating agency; provided, however, if any outstanding series of Dealer Note Securities rated in the highest investment category by either Moody’s or S&P is downgraded, the Subordinated Percentage will be set at the level reasonably determined by the Administrative Agent necessary to support a rating in the highest investment category for long-term debt on the Series 2000-VFC, subject to the consent of the Servicer, which consent shall not be unreasonably withheld; provided further, however, if the revised Subordinated Percentage is not agreed to by the Administrative Agent and the Servicer within 30 days after such downgrade, the Servicer (at its own expense) will retain Moody’s to determine within 60 days (or such longer period as shall be specified in a written notice from the Administrative Agent to the Servicer and the Master Trust Trustee) after such downgrade the revised Subordinated Percentage necessary to achieve a rating in the highest investment category for long-term debt by such rating agency on the Series 2000-VFC and the Subordinated Percentage shall be the amount specified by Moody’s.

NAVISTAR FINANCIAL SECURITIES CORPORATION

as Seller

By: /s/ John A. Bongiorno

Name: John A. Bongiorno

Title: President & CEO


as Servicer

By: /s/ John A. Bongiorno

Name: John A. Bongiorno

Title: President & CEO


as Master Trust Trustee

By: /s/ Edwin Soriano

Name: Edwin Soriano

Title: Assistant Treasurer

(b) The definition of “Subordinated Percentage Determination Failure” shall be added:

“ Subordinated Percentage Determination Failure ” shall mean the earlier to occur of (x) the failure of Moody’s to

determine the Subordination Percentage as provided in the second proviso of the definition of Subordination Percentage within 60 days (or such longer period as shall be specified in writing by the Administrative Agent to the Servicer and the Master Trust Trustee) after the date of such a downgrade and (y) the failure of the Servicer to retain Moody’s as provided in the second proviso of the definition of Subordination Percentage within five Business Days (or such longer period as shall be specified in writing by the Administrative Agent to the Servicer and the Master Trust Trustee) after the 30th day following the date of such downgrade.

(c) The definition of “Dealer Note Security” shall be added: “ Dealer Note Security ” shall mean any series of Investor Certificates or any series of securities secured by an

Investor Certificate.

2. Amendment to Section 6.01 . In Section 6.01, clause (q) will be added:

“(q) the occurrence and continuation of a Subordinated Percentage Determination Failure.”

3. Miscellaneous . This Amendment shall be construed in accordance with the internal laws of the State of Illinois, without reference to its conflict of law provisions, except that the obligations, rights and remedies of the Master Trust Trustee shall be determined in accordance with the internal laws of the State of New York, without regard to conflict of law provisions. This Amendment may be executed in two or more counterparts, each of which shall be an original, but all of which together constitute one and the same instrument. The provisions of this Amendment shall be deemed to be incorporated in, and made a part of, the Series 2000-VFC Supplement; and the Series 2000-VFC Supplement, as amended by this Amendment, shall be read, taken and construed as one and the same instrument. Promptly after the execution of this Amendment the Master Trust Trustee shall furnish written notification of the substance of this Amendment to each Investor Certificateholder.

* * * * *

2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to the Series 2000-VFC Supplement to be duly

executed by their respective officers as of the date first written above.

3

Exhibit 10.73

EXECUTION COPY

AMENDED AND RESTATED CERTIFICATE PURCHASE AGREEMENT

among

NAVISTAR FINANCIAL SECURITIES CORPORATION as Seller,

NAVISTAR FINANCIAL CORPORATION, as Servicer

KITTY HAWK FUNDING CORPORATION, as a Conduit Purchaser,

LIBERTY STREET FUNDING CORP., as a Conduit Purchaser,

NAVISTAR FINANCIAL SECURITIES

CORPORATION

as Seller

By: /s/ Andrew J. Cederoth

Name: Andrew J. Cederoth

Vice President and Treasurer


as Servicer



Vice President and Treasurer


as Master Trust Trustee

By: /s/ Erwin Soriano

Name: Erwin Soriano

Title: Assistant Treasurer

Acknowledged and Accepted

BANK OF AMERICA, NATIONAL ASSOCIATION,

as Administrative Agent

By: /s/ Karen P. Louie

Name: KAREN P. LOUIE

Title: Vice President

BANK OF AMERICA, NATIONAL ASSOCIATION, as Administrative Agent for the Purchasers,


as a Managing Agent,

BANK OF AMERICA, NATIONAL ASSOCIATION, as a Committed Purchaser,

THE BANK OF NOVA SCOTIA,

as a Committed Purchaser

and

THE BANK OF NOVA SCOTIA, as a Managing Agent

dated as of December 27, 2004

TABLE OF CONTENTS

i

ARTICLE I DEFINITIONS

SECTION 1.01. Certain Defined Terms

SECTION 1.02. Other Definitional Provisions

ARTICLE II PURCHASE AND SALE

SECTION 2.01. [RESERVED]

SECTION 2.02. [RESERVED]

SECTION 2.03. Incremental Fundings

SECTION 2.04. Extension of Purchase Expiration Date

SECTION 2.05. Reduction of Maximum Funded Amount

SECTION 2.06. Calculation of Monthly Interest

ARTICLE III CLOSING

SECTION 3.01. [Reserved]

SECTION 3.02. [Reserved]

ARTICLE IV CONDITIONS PRECEDENT TO EFFECTIVENESS OF AMENDMENT AND RESTATEMENT

SECTION 4.01. Performance by the Seller and Servicer

SECTION 4.02. Representations and Warranties

SECTION 4.03. Corporate Documents

SECTION 4.04. Opinions of Counsel to NFC and the Seller

SECTION 4.05. Series 2000-VFC Certificate

SECTION 4.06. Financing Statements

SECTION 4.07. Ratings

SECTION 4.08. Documents

SECTION 4.09. No Actions or Proceedings

SECTION 4.10. Approvals and Consents

SECTION 4.11. Officer’s Certificates

SECTION 4.12. Payment to KHFC

SECTION 4.13. Other Documents

SECTION 4.14. Fees

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ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE SELLER

SECTION 5.01. Representations and Warranties of the Seller

SECTION 5.02. Representations and Warranties of NFC

ARTICLE VI REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE CONDUIT PURCHASERS

SECTION 6.01. Organization

SECTION 6.02. Authority, etc

SECTION 6.03. Securities Act

SECTION 6.04. Investment Company Act

ARTICLE VII COVENANTS OF THE SELLER

SECTION 7.01. Access to Information

SECTION 7.02. Security Interests; Further Assurances

SECTION 7.03. Covenants

SECTION 7.04. Amendments

ARTICLE VIIA COVENANTS OF NFC

SECTION 7A.01 INFORMATION FROM NFC

SECTION 7A.02 ACCESS TO INFORMATION

SECTION 7A.03 Covenants

SECTION 7A.04 Amendments

ARTICLE VIII ADDITIONAL COVENANTS

SECTION 8.01. Legal Conditions to Effectiveness of this Agreement

SECTION 8.02. Expenses

SECTION 8.03. Mutual Obligations

SECTION 8.04. Restrictions on Transfer

SECTION 8.05. Consents, etc

ARTICLE IX INDEMNIFICATION

SECTION 9.01. Indemnification

SECTION 9.02. Procedure

SECTION 9.03. Defense of Claims

SECTION 9.04. Indemnity for Taxes, Reserves and Expenses

iii

SECTION 9.05. Costs, Expenses, Taxes, Breakage Payments and Increased Costs under this Agreement and Program

Facility

ARTICLE X THE AGENTS

SECTION 10.01. Authorization and Action

SECTION 10.02. Agent’s Reliance, Etc

SECTION 10.03. Agents and Affiliates

SECTION 10.04. Indemnification

SECTION 10.05. Purchase Decision

SECTION 10.06. Successor Administrative Agent

ARTICLE XI MISCELLANEOUS

SECTION 11.01. Amendments

SECTION 11.02. Notices

SECTION 11.03. No Waiver; Remedies

SECTION 11.04. Binding Effect; Assignability

SECTION 11.05. Provision of Documents and Information

SECTION 11.06. GOVERNING LAW; JURISDICTION

SECTION 11.07. No Proceedings; Limitation on Payments

SECTION 11.08. Execution in Counterparts

SECTION 11.09. No Recourse

SECTION 11.10. Limited Recourse

SECTION 11.11. Survival

SECTION 11.12. Tax Characterization

SECTION 11.13. Master Trust Rating Agency Notices

EXHIBIT A Form of Notice of Incremental Funding EXHIBIT B Form of Investment Letter SCHEDULE I Addresses for Notice

THIS AMENDED AND RESTATED CERTIFICATE PURCHASE AGREEMENT (this “ Agreement ”) dated as of December 27,

2004, among Navistar Financial Securities Corporation (the “ Seller ”), Navistar Financial Corporation (“ Servicer ”), Kitty Hawk Funding Corporation, (“ KHFC ”), as a Conduit Purchaser, Liberty Street Funding Corp. (“ Liberty Street ”), as a Conduit Purchaser, the Bank of Nova Scotia (“ BNS ”) as a Managing Agent and a Committed Purchaser and Bank of America, National Association, as a Managing Agent, the Administrative Agent and a Committed Purchaser.

The parties hereto agree as follows: A. The Seller, the Servicer, Ranger Funding Company, LLC (f/k/a Receivables Capital Corporation) (“ RCC ”) and Bank of

America entered into a Certificate Purchase Agreement dated as of January 28, 2000, as amended through the date hereof (the “ Existing Agreement ”).

B. KHFC is party to the Existing Agreement by assignment from RCC. C. The Seller, the Servicer, KHFC, Liberty Street, BNS, Bank of America, and the other parties hereto desire to amend and

restate the Existing Agreement to make certain modifications to the Existing Agreement. D. In consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree to amend and

restate the Existing Agreement to read in full as set forth herein.

ARTICLE I

DEFINITIONS

SECTION 1.01 . Certain Defined Terms . Capitalized terms used herein without definition shall have the meanings set forth in the Pooling and Servicing Agreement (as defined below) or the Series Supplement (as defined below), as applicable. If a term used herein is defined both in the Pooling and Servicing Agreement and the Series Supplement, it shall have the meaning set forth in the Series Supplement. Additionally, the following terms shall have the following meanings:

“ Act ” means the Securities Act of 1933, as amended. “ Additional Amounts ” means all amounts owed pursuant to Article IX hereof plus any Breakage Payments owed to the Purchasers

pursuant to Section 2.06(c) of this Agreement. “ Administrative Agent ” means Bank of America in its capacity as Administrative Agent for the Purchasers. “ Administrative Agent Fee Letter ” means the fee letter dated as of the date hereof among the Seller, the Servicer and the

Administrative Agent setting forth certain fees payable to the Administrative Agent in connection with this Agreement. 1

“ Agents ” means, collectively, the Managing Agents and the Administrative Agent. “ Alternate Rate ” for any Fixed Period for any Funding Tranche means an interest rate per annum equal to 1.15% per annum above

the Eurodollar Rate for such Fixed Period; provided , however , that in the case of

(i) any Fixed Period existing on or after the first day of which a Managing Agent shall have been notified by a Conduit Purchaser or Liquidity Purchaser in its Purchaser Group or other Program Support Provider that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other Governmental Authority asserts that it is unlawful, for a Conduit Purchaser or its Liquidity Purchaser or other Program Support Provider to fund any Funding Tranche (based on the Eurodollar Rate) set forth above (and such Conduit Purchaser or its Liquidity Purchaser or other Program Support Provider shall not have subsequently notified its Managing Agent that such circumstances no longer exist),

(ii) any Fixed Period of one to (and including) 13 days, (iii) any Fixed Period relating to a Funding Tranche which is less than $1,000,000, and (iv) any Fixed Period with respect to which the Alternate Rate, for any reason, becomes applicable on notice to the

Administrative Agent of less than three Business Days,

the “ Alternate Rate ” for each such Fixed Period shall be an interest rate per annum equal to the Corporate Base Rate in effect on each day of such Fixed Period. The “ Alternate Rate ” for any day on or after the occurrence of an Early Amortization Event shall be an interest rate equal to 2.0% per annum above the Corporate Base Rate in effect on such day.

“ Applicable Indemnifying Party ” shall have the meaning set forth in Section 9.02 hereof. “ Asset Purchase Agreement ” means the KHFC Liquidity Asset Purchase Agreement and the Liberty Street Liquidity Asset Purchase

Agreement, as the same may be amended, restated, supplemented or otherwise modified. “ Assignment and Acceptance ” means an assignment and acceptance agreement entered into by a Purchaser, a permitted assignee and

the Managing Agent for such Purchaser, pursuant to which such assignee may become a party to this Agreement. “ Assignment Amount ” means, with respect to a Committed Purchaser at the time of any assignment pursuant to Section 11.04(c) of

this Agreement, an amount equal to the least of (a) such Committed Purchaser’s purchase price (as provided in and calculated in accordance with the terms of the related Asset Purchase Agreement) of the Invested Amount requested by the related Conduit Purchaser to be assigned at such time; and (b) such Committed Purchaser’s unused Commitment.

2

“ Assignment Amount ” is defined in Section 11.04(c) of this Agreement. “ Bank of America ” means Bank of America, National Association, a national banking association. “ BNS ” means The Bank of Nova Scotia. “ Breakage Payment ” is defined in Section 2.06(c) of this Agreement. “ Closing Date ” means January 28, 2000. “ Commitment ” means, with respect to each Committed Purchaser, as the context requires, (a) the commitment of such Committed

Purchaser to make Incremental Fundings and to pay Assignment Amounts in accordance herewith in an amount not to exceed the amount described in the following clause (b), and (b) the dollar amount set forth underneath such Committed Purchaser’s name under the heading of “Commitment” on the signature pages hereto (or in the case of a Committed Purchaser which becomes a party hereto pursuant to an assignment and assumption agreement, as set forth in such assignment and assumption agreement), minus the dollar amount of any Commitment or portion thereof assigned by such Committed Purchaser in accordance with the terms of this Agreement and pursuant to an assignment and assumption agreement, plus the dollar amount of any increase to such Committed Purchaser’s Commitment consented to by such Committed Purchaser prior to the time of determination minus the amount of any reduction to such Commitment made in accordance with this Agreement.

“ Committed Purchaser ” means Bank of America, BNS and each of their respective assigns (with respect to its commitment to make

Incremental Fundings) that shall become a party to this Agreement pursuant to Section 11.04 hereof. “ Conduit Purchaser ” means KHFC, Liberty Street and any of their respective permitted assigns that is a RIC. “ Conduit Purchaser Termination Date ” means, with respect to a Conduit Purchaser in the KHFC Purchase Group, the date of the

delivery by such Conduit Purchaser of written notice that such Conduit Purchaser elects, in its sole discretion, to permanently cease to fund Funded Amounts and Incremental Fundings hereunder.

“ Corporate Base Rate ” means for any day, a fluctuating interest rate per annum as shall be in effect from time to time, which rate

shall be at all times equal to the higher of:

(a) the rate of interest in effect for such day as publicly announced from time to time by the applicable Managing Agent, as its “reference rate.” It is a rate set by the applicable Managing Agent based upon various factors including such Managing Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate; and

(b) 0.50% per annum above the latest Federal Funds Rate.

3

“ CP Rate ” for any Fixed Period for any Funding Tranche means, to the extent a Conduit Purchaser funds such Funding Tranche for

such Fixed Period by issuing Notes, the per annum rate equivalent to the “weighted average cost” (as defined below) related to the issuance of Notes that are allocated, in whole or in part, by such Conduit Purchaser or its Managing Agent to fund or maintain such Funding Tranche (and which may also be allocated in part to the funding of other Funding Tranches hereunder or of other assets of such Conduit Purchaser); provided , however , that if any component of such rate is a discount rate, in calculating the “ CP Rate ” for such Funding Tranche for such Fixed Period, such Conduit Purchaser shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum. As used in this definition, a Conduit Purchaser’s “ weighted average cost ” shall consist of (w) the actual interest rate (or discount) paid to purchasers of such Conduit Purchaser’s Notes, together with the commissions of placement agents and dealers in respect of such Notes, to the extent such commissions are allocated, in whole or in part, to such Notes by such Conduit Purchaser or its Managing Agent, (x) certain documentation and transaction costs associated with the issuance of such Notes, (y) any incremental carrying costs incurred with respect to Notes maturing on dates other than those on which corresponding funds are received by such Conduit Purchaser, and (z) other borrowings by such Conduit Purchaser (other than under any Program Support Agreement), including borrowings to fund small or odd dollar amounts that are not easily accommodated in the commercial paper market.

“ Day Count Fraction ” means, as to any Funding Tranche for any Fixed Period, a fraction (a) the numerator of which is the number of

days in such Fixed Period and (b) the denominator of which is 360 (or, with respect to any Funding Tranche which accrues interest by reference to the Corporate Base Rate, the actual number of days in the related calendar year).

“ Defaulting Committed Purchaser ” is defined in Section 2.03(f) . “ Effective Date ” means the date that all of the conditions precedent set forth in Article IV of this Agreement shall have been satisfied

or waived by the Administrative Agent and each Managing Agent. “ Eurodollar Rate ” means, for any Fixed Period, an interest rate per annum (rounded upward to the nearest 1/1000 th of 1%)

determined pursuant to the following formula:

“ Eurodollar Reserve Percentage ” means, for any Fixed Period, the maximum reserve percentage (expressed as a decimal, rounded

upward to the nearest 1/1000 th of 1%) in effect on the date LIBOR for such Fixed Period is determined under regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”) having a term comparable to such Fixed Period.

“ Federal Bankruptcy Code ” means the bankruptcy code of the United States of America codified in Title 11 of the United States

Code. 4

Eurodollar Rate = LIBOR

1.00 - Eurodollar Reserve Percentage

“ Federal Funds Rate ” means, for any period, the per annum rate set forth in the weekly statistical release designated as H.15(519), or

any successor publication, published by the Federal Reserve Board (including any such successor, “H.15(519)”) for such day opposite the caption “Federal Funds (Effective)”. If on any relevant day such rate is not yet published in H.15(519), the rate for such day will be the rate set forth in the daily statistical release designated as the Composite 3:30 p.m. Quotations for U.S. Government Securities, or any successor publication, published by the Federal Reserve Bank of New York (including any such successor, the “Composite 3:30 p.m. Quotation”) for such day under the caption “Federal Funds Effective Rate”. If on any relevant day the appropriate rate for such previous day is not yet published in either H.15(519) or the Composite 3:30 p.m. Quotations, the rate for such day will be the arithmetic mean as determined by the Administrative Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York time) on that day by each of three leading brokers of Federal funds transactions in New York City selected by the Administrator.

“ Federal Reserve Board ” means the Board of Governors of the Federal Reserve System, or any entity succeeding to any of its

principal functions. “ Fee Letter ” means the Amended and Restated Fee Letter dated as of the date hereof among the Seller, the Servicer, the Managing

Agents and the Administrative Agent setting forth certain fees payable in connection with the purchase of the Series 2000-VFC Certificates by the Administrative Agent for the benefit of the Purchasers.

“ Fixed Period ” means, unless otherwise mutually agreed by the Managing Agent and the Conduit Purchasers within its Purchaser

Group, (a) with respect to any Funding Tranche funded by the issuance of Notes, (i) initially the period commencing on (and including) the date of the initial purchase or funding of such Funding Tranche and ending on (and including) the last day of the current calendar month, and (ii) thereafter, each period commencing on (and including) the first day after the last day of the immediately preceding Fixed Period for such Funding Tranche and ending on (and including) the last day of the current calendar month and (b) with respect to any Funding Tranche not funded by the issuance of Notes, (i) initially the period commencing on (and including) the date of the initial purchase or funding of such Funding Tranche and ending on (but excluding) the next following Distribution Date and (ii) thereafter, each period commencing on (and including) the first day after the last day of the immediately preceding Fixed Period for such Funding Tranche and ending on (and excluding) the last day of the next following Distribution Date; provided , that

(i) any Fixed Period with respect to any Funding Tranche not funded by the issuance of Notes which would otherwise

end on a day which is not a Business Day shall be extended to the next succeeding Business Day; provided , however , if interest in respect of such Fixed Period is computed by reference to the Eurodollar Rate, and such Fixed Period would otherwise end on a day which is not a Business Day, and there is no subsequent Business Day in the same calendar month as such day, such Fixed Period shall end on the next preceding Business Day;

5

(ii) in the case of any Fixed Period for any Funding Tranche which commences before the Series Termination Date and

would otherwise end on a date occurring after the Series Termination Date, such Fixed Period shall end on such Series Termination Date and the duration of each Fixed Period which commences on or after the Series Termination Date shall be of such duration as shall be selected by the applicable Managing Agent and communicated by such Managing Agent to the Administrative Agent;

(iii) any Fixed Period in respect of which interest is computed by reference to the CP Rate may be terminated in

accordance with the terms of this Agreement at the election of a Managing Agent by notice thereof to the Administrative Agent, and upon notice thereof to the Seller by, the Administrative Agent (who shall promptly forward such notice upon receipt thereof from a Managing Agent) any time, in which case the Funding Tranche allocated to such terminated Fixed Period shall be allocated to a new Fixed Period commencing on (and including) the date of such termination and ending on (but excluding) the next following Distribution Date, and shall accrue interest at the Alternate Rate.

“ Funded Amount ” means, on any Business Day, an amount equal to the result of (a) the Initial Funded Amount plus (b) the aggregate

amount of all Incremental Funded Amounts for all Incremental Fundings occurring on or prior to such Business Day minus (c) the aggregate amount of principal payments made to Series 2000-VFC Certificateholders prior to such date.

“ Funding Rate ” means, with respect to any Fixed Period and any Funding Tranche, (a) to the extent a Conduit Purchaser (or a RIC

which is an assignee of such Conduit Purchaser) is funding such Funding Tranche during such Fixed Period through the issuance of Notes, its CP Rate, and (b) to the extent any Purchaser is not funding such Funding Tranche through the issuance of Notes, a rate per annum (expressed as a percentage and an interest yield equivalent and calculated on the basis of a 360-day year and the actual days elapsed) equal to the Alternate Rate.

“ Funding Tranche ” means, at any time, each portion of the Funded Amount funded by a specific Purchaser, allocated to the same

Fixed Period and accruing interest by reference to the same Funding Rate at such time. “ Governmental Actions ” means any and all consents, approvals, permits, orders, authorizations, waivers, exceptions, variances,

exemptions or licenses of, or registrations, declarations or filings with, any Governmental Authority required under any Governmental Rules. “ Governmental Authority ” means the United States of America, any state or other political subdivision thereof and any entity

exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and having jurisdiction over the applicable Person.

“ Governmental Rules ” means any and all laws, statutes, codes, rules, regulations, ordinances, orders, writs, decrees and injunctions,

of any Governmental Authority and any and 6

all legally binding conditions, standards, prohibitions, requirements and judgments of any Governmental Authority.

“ Incremental Funded Amount ” shall mean the amount of the increase in the Funded Amount occurring as a result of any Incremental

Funding, which amount shall equal the aggregate amount of the purchase price paid by the Series 2000-VFC Certificateholders with respect to that Incremental Funding pursuant to this Agreement and the Series Supplement.

“ Incremental Funding ” means an increase in the aggregate outstanding principal balance of the Series 2000-VFC Certificate in

accordance with the provisions of Section 2.03 hereof. “ Incremental Funding Date ” means the date on which each Incremental Funding occurs. “ Indemnified Party ” means any Purchaser, the Liquidity Purchasers, the Program Support Providers, the Managing Agents, the

Administrative Agent or any of their officers, directors, employees, agents, representatives, assignees or Affiliates. “ Investment Deficit ” is defined in Section 2.03(f) . “ Investment Letter ” means a letter in the form of Exhibit B hereto. “ KHFC ” means Kitty Hawk Funding Corporation, a Delaware corporation. “ KHFC Liquidity Asset Purchase Agreement ” means the liquidity asset purchase agreement relating to this Agreement, among

KHFC (or an RIC that is an assignee of KHFC pursuant to the terms of this Agreement), the Administrative Agent and each of the Liquidity Purchasers signatory thereto, as the same may from time to time be amended, restated, supplemented or otherwise modified.

“ KHFC Purchaser Group ” means KHFC, each assignee of KHFC which is a RIC, Bank of America, in its capacity as a Committed

Purchaser, and the KHFC Purchasers. “ KHFC Purchasers ” means each of the purchasers to a KHFC Liquidity Asset Purchase Agreement. “ Liberty Street ” means Liberty Street Funding Corp., a Delaware corporation. “ Liberty Street Liquidity Asset Purchase Agreement ” means the liquidity asset purchase agreement, dated as of the date hereof,

among Liberty Street, BNS and each of the Liquidity Purchasers signatory thereto, as the same may from time to time be amended, restated, supplemented or otherwise modified.

“ Liberty Street Purchaser Group ” means Liberty Street, each assignee of Liberty Street which is a RIC, BNS, in its capacity as a

Committed Purchaser hereunder and the Liberty Street Purchasers and any permitted assignee thereof. “ Liberty Street Purchasers ” means each of the purchasers party to a Liberty Street Asset Liquidity Purchase Agreement.

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“ LIBOR ” means the rate of interest per annum determined by the applicable Liquidity Agent to be the arithmetic mean (rounded

upward to the nearest 1/1000 th of 1%) of the rates of interest per annum notified to a Managing Agent by the Reference Bank as the rate of interest at which dollar deposits in the approximate amount of the portion of Invested Amount associated with such Fixed Period would be offered to major banks in the London interbank market at their request at or about 11:00 a.m. (London time) on the second Business Day prior to the commencement of such Fixed Period.

“ Liquidity Agents ” means Bank of America in its capacity as Liquidity Agent pursuant to the KHFC Liquidity Asset Purchase

Agreement and BNS in its capacity as Liquidity Agent pursuant to the Liberty Street Liquidity Asset Purchase Agreement. “ Liquidity Purchaser ” means a KHFC Purchaser or a Liberty Street Purchaser. “ Managing Agents ” means Bank of America in its capacity as a Managing Agent for the KHFC Purchaser Group and BNS, in its

capacity as a Managing Agent for the Liberty Street Purchaser Group. “ Material Adverse Effect ” means a material adverse effect on (i) the business, results of operations or financial condition or the

material properties or assets of NFSC or NFC, (ii) the performance of their obligations hereunder or under the Series Documents or (iii) the interests of the Purchasers hereunder.

“ Maximum Funded Amount ” means $400,000,000, as such amount may be decreased from time to time in accordance with Section

2.05 hereof. “ Monthly Interest ” means, with respect to any Distribution Date, the sum of: (A) the sum of (i) for each Conduit Purchaser the summation of the amount of interest accrued during the related Due Period on

each Funding Tranche funded by such Conduit Purchaser at such Conduit Purchaser’s CP Rate, determined by multiplying (a) the applicable Tranche Rate times (b) the Weighted Average Funded Amount for such Funding Tranche times (c) the applicable Day Count Fraction and (ii) any Monthly Interest calculated in accordance with clause (A)(i) above due but not paid with respect to the prior Due Period, plus interest on such unpaid amount calculated as the product of (x) the weighted average Tranche Rate for all Funding Tranches funded at the CP Rate by such Conduit Purchaser during the most recent Due Period, times (y) the amount of such unpaid Monthly Interest, times (z) the quotient of the number of days in the related Distribution Period divided by 360,

plus (B) the sum of (i) the summation of the amount of interest accrued during the related Distribution Period on each Funding

Tranche not funded at the CP Rate, determined by multiplying (a) the applicable Tranche Rate times (b) the Weighted Average Funded Amount for such Funding Tranche times (c) the applicable Day Count Fraction and (ii) any Monthly Interest calculated in accordance with clause

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(B)(i) above due but not paid with respect to the prior Distribution Period, plus interest on such unpaid amount calculated as the product of (x) the weighted average Tranche Rate for all Funding Tranches not funded at the CP Rate during the most recent Distribution Period, times (y) the amount of such unpaid Monthly Interest, times (z) for Funding Tranches that do not accrue interest by reference to the Corporate Base Rate, the quotient of the number of days in the related Distribution Period divided by 360.

plus (C) on any Distribution Date on which the Funded Amount of the Series 2000-VFC Certificates is reduced to zero and on the

Series Termination Date, any amounts which accrue in clause (A) above from (and excluding) the last day of the related Due Period through (and including) such Distribution Date.

“ NFC ” means Navistar Financial Corporation, a Delaware corporation, and its successors and permitted assigns. “ NFC Losses ” has the meaning specified in Section 9.01(b ) hereof. “ NFSC ” means Navistar Financial Securities Corporation, a Delaware corporation, and its successors and permitted assigns. “ Non-Defaulting Committed Purchaser ” is defined in Section 2.03(f) . “ Non-Use Fee ” is defined in the Fee Letter. “ Notes ” means short-term promissory notes issued or to be issued by a Conduit Purchaser to fund its investments in accounts

receivable or other financial assets. “ Notice of Incremental Funding ” means a written notice of an Incremental Funding in the form of Exhibit A hereto. “ Official Body ” means any U.S. government or political subdivision or any U.S. agency, authority, bureau, central bank,

commission, department or instrumentality of any such government or political subdivision, or any U.S. court, tribunal, grand jury or arbitrator, or any accounting board or authority (whether or not a part of government) which is responsible for the establishment or interpretation of U.S. accounting principles.

“ Pooling and Servicing Agreement ” means the Pooling and Servicing Agreement dated as of June 8, 1995 among the Seller, the

Servicer, and The Bank of New York, as Master Trust Trustee, as the same has been and may be amended, modified or supplemented. “ Program Rate ” means the “Program Rate” as defined in the Fee Letter. “ Program Support Agreement ” means and includes, with respect to a Conduit Purchaser, the Asset Purchase Agreement and any

other agreement entered into by any Program Support Provider providing for the issuance of one or more letters of credit for the account of such

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Conduit Purchaser, the issuance of one or more surety bonds for which a Conduit Purchaser is obligated to reimburse the applicable Program Support Provider for any drawings thereunder, the sale by a Conduit Purchaser to any Program Support Provider of any interest in the Series 2000-VFC Certificates (or portions thereof) and/or the making of loans and/or other extensions of credit to a Conduit Purchaser in connection with such Conduit Purchaser’s securitization program, together with any letter of credit, surety bond or other instrument issued thereunder (but excluding any discretionary advance facility provided by the Administrative Agent or a Managing Agent).

“ Program Support Provider ” means and includes, with respect to a Conduit Purchaser, any Liquidity Purchaser and any other or

additional Person (other than any customer of a Conduit Purchaser) now or hereafter extending credit or having a commitment to extend credit to or for the account of, or to make purchases from, a Conduit Purchaser or issuing a letter of credit, surety bond or other instrument to support any obligations arising under or in connection with a Conduit Purchaser’s securitization program.

“ Purchase Agreement ” means the Purchase Agreement dated as of June 8, 1995 between NFC and NFSC, as may be amended or

otherwise modified from time to time. “ Purchase Expiration Date ” means the earlier of (i) the date which is December 26, 2005 and (ii) the date on which the Early

Amortization Period commences, as such date may from time to time be modified in accordance with Section 2.04 hereof. “ Purchaser Group ” means the Liberty Street Purchaser Group and the KHFC Purchaser Group. “ Purchaser Percentage ” of any Committed Purchaser means (a) with respect to Bank of America and BNS, the percentage set forth

on the signature page to this Agreement as such Committed Purchaser’s Purchaser Percentage, or such percentage as reduced by any Assignment and Acceptance entered into with an assignee, or (b) with respect to a Committed Purchaser that has entered into an Assignment and Acceptance, the percentage set forth therein as such Purchaser’s Purchaser Percentage, or such percentage as reduced by any Assignment and Acceptance entered into between such Committed Purchaser and an assignee.

“ Purchaser ” means a Conduit Purchaser or a Committed Purchaser. “ Reference Bank ” means Bank of America with respect to the KHFC Purchaser Group and BNS, with respect to the Liberty Street

Purchaser Group. “ RIC ” means a special purpose company, other than a Conduit Purchaser, which (i) is administered by a Managing Agent or an

Affiliate thereof and (ii) has activities generally similar to such Conduit Purchaser. “ Seller Losses ” has the meaning specified in Section 9.01(a ) hereof. “ Series 2000-VFC Certificate ” means the Series 2000-VFC Floating Rate Dealer Note Asset Backed Certificate in the maximum

aggregate principal amount of $400,000,000 issued by

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the Master Trust pursuant to the Pooling and Servicing Agreement and the Series Supplement, evidencing an undivided senior beneficial interest in certain assets of the Master Trust.

“ Series Documents ” means the Pooling and Servicing Agreement, the Series Supplement, the Master Revolving Credit Agreement,

the Purchase Agreement and this Agreement. “ Series Supplement ” means the Series Supplement dated as of January 28, 2000 among the Seller, the Servicer, and The Bank of

New York, as Master Trust Trustee, supplementing the Pooling and Servicing Agreement and relating to the Series 2000-VFC Certificates, as the same may be amended, modified or supplemented.

“ Servicer ” means Navistar Financial Corporation, or any Successor Servicer appointed in accordance with the terms of the Pooling

and Servicing Agreement and Series Supplement. “ Third Party Claim ” has the meaning specified in Section 9.02 hereof. “ Tranche Rate ” means for any Fixed Period, with respect to any Funding Tranche, a per annum rate equal to the sum of (i) the

applicable Funding Rate of the applicable Purchaser for such Fixed Period plus (ii) if such Funding Tranche is funded at the CP Rate, the weighted average of the applicable Program Rates applicable to such Fixed Period.

“ Weighted Average Funded Amount ” means, with respect to any Funding Tranche for any Fixed Period, the quotient of (i) the

summation of the portion of the Funded Amount allocated to such Funding Tranche determined as of each day in such Fixed Period, divided by (ii) the number of days in such Fixed Period.

SECTION 1.02 . Other Definitional Provisions . (a) All terms defined in this Agreement shall have the defined meanings when

used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. (b) As used herein and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not

defined in Section 1.01 , and accounting terms partially defined in Section 1.01 to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles. To the extent that the definitions of accounting terms herein are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained herein shall control.

(c) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this

Agreement as a whole and not to any particular provision of this Agreement; and Section, subsection, Schedule and Exhibit references contained in this Agreement are references to Sections, subsections, the Schedules and Exhibits in or to this Agreement unless otherwise specified.

ARTICLE II

PURCHASE AND SALE

SECTION 2.01 . [RESERVED]

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SECTION 2.02 . [RESERVED] SECTION 2.03 . Incremental Fundings . (a) Subject to the terms and conditions of this Agreement and the Series Supplement,

from time to time prior to the Purchase Expiration Date upon receipt by the Administrative Agent (with a copy to each Managing Agent) of a Notice of Incremental Funding, (i) each Managing Agent, on behalf of the Conduit Purchaser in its Purchaser Group, and in the sole and absolute discretion of each such Conduit Purchaser, may make Incremental Fundings and (ii) if a Conduit Purchaser elects not to make an Incremental Funding, each Committed Purchaser in such Conduit Purchaser’s Purchaser Group and its permitted assigns severally agree to make their respective Purchaser Percentages of such Incremental Funding; provided, that no Committed Purchaser shall be required to make a portion of any Incremental Funding if, after giving effect thereto, (A) its Funded Amount hereunder would exceed its Commitment or (B) its Funded Amount hereunder plus the aggregate “Unrecovered Purchase Price” (as defined in the Asset Purchase Agreement) of all “Percentage Interests” or the definitional equivalent thereof (as defined in its Asset Purchase Agreement) purchased by such Committed Purchaser as a Liquidity Purchaser under the Asset Purchase Agreement would exceed its Commitment.

(b) Each Incremental Funding hereunder shall be subject to the further conditions precedent that:

(i) The Administrative Agent (with a copy to each Managing Agent) will have received copies of all settlement statements and all reports required to be delivered by the Servicer to the Master Trust Trustee pursuant to Section 3.04 of the Pooling and Servicing Agreement and Section 5.02 of the Series Supplement;

(ii) Each of the representations and warranties of the Seller and the Servicer made in the Series Documents shall be true

and correct in all material respects as of the applicable Incremental Funding Date (except to the extent they expressly relate to an earlier or later time);

(iii) The Seller and the Servicer shall be in compliance in all material respects with all of their respective covenants

contained in the Series Documents; (iv) No Early Amortization Event shall have occurred and be continuing; (v) The Available Subordinated Amount shall be at least equal to the Required Subordinated Amount (calculated on a

pro forma basis after giving effect to such Incremental Funding); (vi) The Master Trust Seller’s Interest shall be at least equal to the Minimum Master Trust Seller’s Interest (after giving

effect to such Incremental Funding); (vii) At least three Business Days prior to the Incremental Funding Date, the Administrative Agent (with a copy to each

Managing Agent) shall have received a completed Notice of Incremental Funding;

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(viii) The amount on deposit in the Spread Account shall be at least equal to Projected Spread for the related Transfer

Date; (ix) The available commitments of the Liquidity Purchasers under their Asset Purchase Agreement and the credit

and/or liquidity coverage committed under the program-wide credit and/or liquidity facilities for the commercial paper program of each Conduit Purchaser shall be in the amounts required to maintain the then-current ratings of such Conduit Purchaser’s Notes; and

(x) There shall have been deposited into the Incremental Funding Reserve Account an amount at least equal to the

Incremental Funding Reserve Deposit Amount for such Distribution Date.

(c) Each Incremental Funding shall be requested in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof; provided , that an Incremental Funding may be requested in the entire remaining Maximum Funded Amount (even if such amount is less than $5,000,000).

(d) The purchase price of each Incremental Funding shall be equal to 100% of the allocation of the related Incremental Funded

Amount, and shall be paid not later than 1:00 p.m. New York City time on the Incremental Funding Date by wire transfer of immediately available funds to the Seller’s account no. 323-2-37053, titled “NFC Proceeds Deposit Account,” ABA# 021-000-021, maintained at JPMorgan Chase Bank, N.A. (or such other account as may from time to time be specified by the Seller in a notice to the Administrative Agent(with a copy to each Managing Agent)).

(e) Subject to the other provisions of this Agreement, Incremental Funded Amounts shall be allocated between the Purchaser

Groups on a pro rata basis. (f) Defaulting Committed Purchaser . If, by 2:00 p.m. (New York City time), one or more Committed Purchasers (each, a “

Defaulting Committed Purchaser ”, and each Committed Purchaser other than any Defaulting Committed Purchaser being referred to as a “ Non-Defaulting Committed Purchaser ”) fails to deposit its pro rata share of any Incremental Funded Amount into the Seller’s Account pursuant to Section 2.03(d) (the aggregate amount not so made available as the Incremental Funding Date being herein called in either case the “ Investment Deficit ”), then the related Managing Agent for each Non-Defaulting Committed Purchaser shall, by no later than 2:30 p.m. (New York City time) on the applicable Incremental Funding Date, instruct each Non-Defaulting Committed Purchaser in its Purchaser Group to pay, by no later than 3:00 p.m. (New York City time), in immediately available funds, to the Seller’s account, an amount equal to the lesser of (i) such Non-Defaulting Committed Purchaser’s proportionate share (based upon the relative Purchaser Percentage of the Non-Defaulting Committed Purchasers) of the Investment Deficit and (ii) its unused Commitment. A Defaulting Committed Purchaser shall forthwith, upon demand, pay to its Managing Agent for the ratable benefit of the Non-Defaulting Committed Purchasers all amounts paid by each such Non-Defaulting Committed Purchaser on behalf of such Defaulting Committed Purchaser, together with interest thereon, for each day from the date a payment was made by a Non-Defaulting Committed Purchaser until the date such Non-Defaulting Committed Purchaser

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has been paid such amounts in full, at a rate per annum equal to the sum of the Alternate Rate, plus 2.00% per annum .

SECTION 2.04 . Extension of Purchase Expiration Date . The parties to this Agreement may mutually agree in writing to the

extension of the Purchase Expiration Date to a date no later than 364 days following the date of such extension; provided , that no agreement to any such extension shall be effective unless, the available commitments of the Liquidity Purchasers under each Asset Purchase Agreement and the credit and/or liquidity coverage committed under the program-wide credit and/or liquidity facilities for the commercial paper program of each Conduit Purchaser will continue to be in effect after such extension in the aggregate amounts, and for the period of the time, necessary to maintain the then-current ratings of each such Conduit Purchaser’s Notes.

SECTION 2.05 . Reduction of Maximum Funded Amount . The Seller may reduce in whole or in part the Maximum Funded

Amount (but not below the Invested Amount) by giving the Administrative Agent (with a copy to each Managing Agent) written notice thereof at least five Business Days before such reduction is to take place; provided , however , that any partial reduction shall be in an aggregate amount of $10,000,000, or any integral multiples of $5,000,000 in excess thereof. Any such reduction in the Maximum Funded Amount shall be permanent and shall be allocated between the Purchaser Groups on a pro rata basis. The applicable Purchasers shall be paid any accrued and unpaid Non-Use Fees on the date of such reduction with respect to the reduction amount.

SECTION 2.06 . Calculation of Monthly Interest . (a) On or before the second Business Day after the end of each Due Period,

each Managing Agent shall calculate for the related Distribution Date, the Monthly Interest payable on such Distribution Date with respect to each Funding Tranche related to its Purchaser Group and provide such calculation to the Administrative Agent who shall provide such calculation to the Servicer in writing. If any Funding Tranche begins to accrue interest at a Funding Rate other than a CP Rate after the date the Administrative Agent provides the Monthly Interest calculation for any Distribution Date, the applicable Managing Agent shall promptly provide the Administrative Agent a calculation of the interest that will accrue on such Funding Tranche and be included in the definition of “Monthly Interest” for such Distribution Date. The Administrative Agent shall promptly provide such calculation to the Servicer after receipt thereof. The parties acknowledge that the interest calculation set forth in clause (C) of the definition of “Monthly Interest” shall be an estimate. If the estimated accruals exceed the actual accruals, the applicable Managing Agent shall reimburse the Seller for such excess. If the actual accruals exceed the estimated accruals, the Seller shall remit such monies to the Administrative Agent for the account of the applicable Purchaser Group.

(b) All amounts payable with respect to the Series 2000-VFC Certificate hereunder and under the Series Supplement (other than

in connection with amounts owing under the Administrative Agent Fee Letter) shall be paid to the respective accounts designated by the Managing Agents in the Fee Letter. Amounts payable to the Administrative Agent under the Administrative Agent Fee Letter shall be paid to the account specified therein.

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(c) If (i) any distribution of principal is made with respect to any Funding Tranche with a Fixed Period and a fixed interest rate

other than on a Distribution Date during an Early Amortization Period or Amortization Period or the last day of a Fixed Period with respect to such Funding Tranche, (ii) the Seller, or the Servicer acting on behalf of the Seller, shall not have provided the Administrative Agent with the number of days notice specified in the Series Supplement for such distribution of principal and (iii) the interest paid by a Purchaser to providers of funds to it to fund that Funding Tranche exceeds returns earned by such Purchaser from the first day through the last day of that Fixed Period factoring in actual returns earned during the Fixed Period and assuming redeployment of such funds in highly rated short-term money market instruments from the date of principal distribution through the end of the Fixed Period, then, upon written notice (including a detailed calculation of such Breakage Payment) from the Administrative Agent to the Servicer, such Purchaser shall be entitled to receive additional amounts in the amount of such excess (each, a “ Breakage Payment ”) on the date of such distribution, so long as such written notice is received not later than noon, New York City time, on the first Business Day immediately preceding such distribution.

ARTICLE III

CLOSING

SECTION 3.01 . [Reserved] . SECTION 3.02 . [Reserved]

ARTICLE IV

CONDITIONS PRECEDENT TO EFFECTIVENESS OF AMENDMENT AND RESTATEMENT

The effectiveness of this Agreement is subject to the satisfaction of the following conditions (any or all of which may be waived by

the Agents in their sole discretion): SECTION 4.01 . Performance by the Seller and Servicer . All the terms, covenants, agreements and conditions of the Series

Documents to be complied with and performed by the Seller and the Servicer on or before the date hereof shall have been complied with and performed in all material respects.

SECTION 4.02 . Representations and Warranties . Each of the representations and warranties of the Seller and the Servicer made

in the Series Documents shall be true and correct in all material respects as of the date hereof (except to the extent they expressly relate to an earlier or later time).

SECTION 4.03 . Corporate Documents . The Managing Agents shall have received copies of (a) the (i) Certificate of

Incorporation, good standing certificate and By-Laws of NFC, (ii) Board of Directors resolutions of NFC with respect to the Series Documents, and (iii) incumbency certificate of NFC, each certified by appropriate corporate authorities and (b) the (i) Certificate of Incorporation, good standing certificate and By-Laws of the Seller,

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(ii) Board of Directors resolutions of the Seller with respect to the Series Documents, and (iii) incumbency certificate of the Seller, each certified by appropriate corporate authorities.

SECTION 4.04 . Opinions of Counsel to NFC and the Seller . Counsel to NFC and the Seller shall have delivered to each

Managing Agent opinions, dated as of the date hereof, in form and substance similar to the opinions of counsel delivered to the Administrative Agent on or about the Closing Date.

SECTION 4.05 . Series 2000-VFC Certificate . The existing Series 2000-VFC shall have been returned for cancellation by the

Administrative Agent and a new Series 2000-VFC Certificate shall have been delivered to the Administrative Agent, on behalf of the Purchasers hereunder.

SECTION 4.06 . Financing Statements . Each Managing Agent shall have received evidence satisfactory to it of the completion of

all recordings, registrations, and filings as may be necessary or, in the opinion of any such Managing Agent, desirable to perfect or evidence the transfer by each of NFC to the Seller and by the Seller to the Master Trust of their respective ownership interests in the Dealer Notes and the proceeds thereof and the security interest granted pursuant to Sections 2.01 and 2.02 of the Pooling and Servicing Agreement, including:

(a) Acknowledgment copies of all UCC financing statements and assignments that have been filed in the offices of the Secretary

of State of the applicable states and in the appropriate office or offices of such other locations as may be specified in the opinions of counsel delivered pursuant to Section 4.04 hereof; and

(b) Certified copies of requests for information (Form UCC-11) (or a similar search report certified by parties acceptable to the

Administrative Agent and its counsel) dated a date reasonably near the date hereof and listing all effective financing statements which name NFC, the Seller, as seller, assignor or debtor and which have been filed since the Closing Date in all jurisdictions in which the filings were or will be made, together with copies of such financing statements.

SECTION 4.07 . Ratings . Each Conduit Purchaser’s Notes shall continue to be rated at least A-1 by Standard & Poor’s and P-1 by

Moody’s. SECTION 4.08 . Documents . The Liberty Street Managing Agent shall have received copies of each executed counterpart of each

of the Series Documents and each and every document or certification delivered by any party in connection with any of such agreements, and each such document shall be in full force and effect. The Managing Agents shall have received duly executed counterparts of all agreements, documents and other deliveries executed and delivered in connection with this Agreement.

SECTION 4.09 . No Actions or Proceedings . No action, suit, proceeding or investigation by or before any Governmental

Authority shall have been instituted to restrain or prohibit the consummation of, or to invalidate, the transactions contemplated by the Series Documents and the documents related thereto in any material respect.

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SECTION 4.10 . Approvals and Consents . All Governmental Actions of all Governmental Authorities required with respect to the

transactions contemplated by the Series Documents and the other documents related thereto shall have been obtained or made. SECTION 4.11 . Officer’s Certificates . The Managing Agents shall have received Officer’s Certificates from NFC and the Seller

in form and substance reasonably satisfactory to the Managing Agents and their counsel, dated as of the date hereof, certifying as to the satisfaction of the conditions set forth in Sections 4.01 and 4.02 hereof with respect to NFC and the Seller, respectively.

SECTION 4.12 . Payment to KHFC . BNS shall have paid to account #00362941, ABA #021001033, titled DBCO as Depositary

for KHFC, reference “Navistar” at Deutsche Bank, and KHFC shall have received, the sum of $100,000,000 in connection with the reduction of KHFC’s Funded Amount on the date hereof. All Monthly Interest and fees accrued up to but excluding the Effective Date, but not heretofore paid, shall be due and payable to the KHFC Purchaser Group on the January 2005 Distribution Date.

SECTION 4.13 . Other Documents . The Seller shall have furnished to the Administrative Agent and Managing Agents such other

information, certificates and documents as the Administrative Agent and the Managing Agents may reasonably request. SECTION 4.14 . Fees . Each fee specified in the Fee Letter as being due on the date hereof shall have been paid and each fee

specified in the Administrative Agent Fee Letter as being due on the date hereof shall have been paid.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE SELLER

SECTION 5.01 . Representations and Warranties of the Seller . The Seller hereby makes the following representations and warranties to the Purchasers, the Managing Agents and the Administrative Agent, as of the date hereof and as of each Incremental Funding Date, and the Purchasers, the Managing Agents and the Administrative Agent shall be deemed to have relied on such representations and warranties in purchasing the Series 2000-VFC Certificate on the Closing Date, entering into the Agreement and in making (or committing to make) each Incremental Funding on each Incremental Funding Date.

(a) The Seller repeats and reaffirms to the Purchasers and the Administrative Agent the representations and warranties of the

Seller set forth in Sections 2.04 and 2.05 of the Pooling and Servicing Agreement and represents and warrants that such representations and warranties are true and correct.

(b) Each of the Series Documents has been duly authorized, executed and delivered by the Seller, and is the valid and legally

binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

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(c) The Series 2000-VFC Certificate has been duly and validly authorized, and, when executed and authenticated in accordance

with the terms of the Pooling and Servicing Agreement and the Series Supplement, and delivered to and paid for in accordance with this Agreement, will be duly and validly issued and outstanding and will be entitled to the benefits of the Pooling and Servicing Agreement and the Series Supplement, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

(d) There is no pending or, to the Seller’s knowledge, threatened action, suit or proceeding by or against the Seller before any

Governmental Authority or any arbitrator (i) asserting the invalidity of this Agreement, any other Series Document or the Series 2000-VFC, (ii) seeking to prevent the issuance of the Series 2000-VFC or the consummation of any of the transactions contemplated by this Agreement or any other Series Document, (iii) that might materially and adversely affect the performance by Seller of its obligations under, or the validity or enforceability of, this Agreement, any other Series Document or the Series 2000-VFC or (iv) that if determined adversely as to Seller would have a Material Adverse Effect.

(e) The Seller (i) is not in violation of its Certificate of Incorporation or By-Laws and (ii) is not in breach or violation of any of

the terms or provisions of, or with the giving of notice or lapse of time, or both, would be in default under, any contract, indenture, mortgage, deed of trust, loan agreement, note, lease, partnership agreement, or other agreement or instrument to which the Seller is a party or by which it may be bound or to which any of its properties or assets may be subject, except for such violations or defaults that would not have a Material Adverse Effect.

(f) Any taxes, fees and other charges of Governmental Authorities applicable to the Seller in connection with the execution,

delivery and performance by the Seller of the Series Documents or otherwise applicable to the Seller in connection with the Master Trust have been paid or will be paid by the Seller prior to the date hereof or Incremental Funding Date, as applicable, to the extent then due, except for any such failures to pay which, individually and in the aggregate, would not have a Material Adverse Effect.

(g) The Master Trust has been duly created and is validly existing under the laws of the State of Illinois. The Seller has

authorized the Master Trust to issue and sell the Series 2000-VFC Certificate. (h) On the date hereof and on each Incremental Funding Date, the Seller is not insolvent or the subject of any voluntary or

involuntary bankruptcy proceeding. (i) No proceeds of a purchase hereunder will be used by the Seller (i) for a purpose that violates or would be inconsistent with

Regulations T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any transaction in violation of Section 13 or 14 of the Securities Exchange Act of 1934, as amended.

(j) Assuming the accuracy of the representations and warranties of the Purchaser in Article VI of this Agreement, the sale of the

Series 2000-VFC Certificate pursuant to the terms

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of this Agreement, the Pooling and Servicing Agreement and the Series Supplement will not require registration of the Series 2000-VFC Certificate under the Act.

(k) Neither the Master Trust nor the Seller is an “investment company” or is controlled by an “investment company” within the

meaning of the Investment Company Act of 1940, as amended. (l) No written information furnished or to be furnished by the Seller or any of its Affiliates, agents or representatives to the

Purchasers, the Managing Agents or the Administrative Agent for purposes of or in connection with this Agreement, including, without limitation, any reports delivered pursuant to Section 7A.01 and any information relating to the Dealer Notes and NFC’s dealer financing business, is or shall be inaccurate in any material respect, or contains or shall contain any material misstatement of fact, or omits or shall omit to state a material fact or any fact necessary to make the statements contained therein not misleading, in each case as of the date such information was or shall be stated or certified and as of the date such information was delivered by the Seller or any of its Affiliates, agents or representatives to the Purchasers, the Managing Agents or the Administrative Agent.

(m) On the date hereof and on each Incremental Funding Date, the Subordinated Percentage shall equal or exceed 15.5%. SECTION 5.02 . Representations and Warranties of NFC . NFC hereby makes the following representations and warranties to the

Purchasers, the Managing Agents and the Administrative Agent, as of the Closing Date, the date hereof and as of each Incremental Funding Date, and the Purchasers and the Administrative Agent shall be deemed to have relied on such representations and warranties in purchasing the Series 2000-VFC Certificate on the Closing Date, in entering into this Agreement on the date hereof and in making (or committing to make) each Incremental Funding on each Incremental Funding Date.

(a) NFC repeats and reaffirms to the Purchasers, the Managing Agents and the Administrative Agent the representations,

warranties and covenants of the Servicer set forth in Section 3.03 of the Pooling and Servicing Agreement and the representations and warranties of NFC set forth in Section 3.02 of the Purchase Agreement and represents and warrants that all such representations and warranties are true and correct.

(b) No Governmental Action which has not been obtained is required by or with respect to NFC in connection with any of the

Series Documents, except any such failure which would not have a Material Adverse Effect. (c) Each of the Series Documents has been duly authorized, executed and delivered by NFC, and is the valid and legally binding

obligation of NFC, enforceable against NFC in accordance with its terms, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

(d) The Series 2000-VFC Certificate has been duly and validly authorized, and, when executed and authenticated in accordance

with the terms of the Pooling and Servicing Agreement

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and the Series Supplement, and delivered to and paid for in accordance with this Agreement, will be duly and validly issued and outstanding and will be entitled to the benefits of the Pooling and Servicing Agreement and the Series Supplement, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

(e) There is no pending or, to NFC’s knowledge, threatened action, suit or proceeding by or against NFC or the Seller before

any Governmental Authority or any arbitrator (i) asserting the invalidity of this Agreement, any other Series Document or the Series 2000-VFC, (ii) seeking to prevent the issuance of the Series 2000-VFC or the consummation of any of the transactions contemplated by this Agreement or any other Series Document, (iii) that might materially and adversely affect the performance by either of NFC or the Seller of its obligations under, or the validity or enforceability of, this Agreement, any other Series Document or (iv) that if determined adversely as to NFC or the Seller would have a Material Adverse Effect.

(f) NFC (i) is not in violation of its Certificate of Incorporation or By-Laws and (ii) is not in breach or violation of any of the

terms or provisions of, or with the giving of notice or lapse of time, or both, would be in default under, any contract, indenture, mortgage, deed of trust, loan agreement, note, lease, partnership agreement, or other agreement or instrument to which NFC is a party or by which it may be bound or to which any of its properties or assets may be subject, except for such violations or defaults that would not have a Material Adverse Effect.

(g) Any taxes, fees and other charges of Governmental Authorities applicable to NFC in connection with the execution, delivery

and performance by NFC of the Series Documents or otherwise applicable to NFC in connection with the Master Trust have been paid or will be paid by NFC at or prior to the Closing Date, the date hereof or each Incremental Funding Date, as applicable, to the extent then due, except for any such failures to pay which, individually and in the aggregate, would not have a Material Adverse Effect.

(h) The Master Trust has been duly created and is validly existing under the laws of the State of Illinois. (i) On the date hereof and on each Incremental Funding Date, NFC is not insolvent or the subject of any insolvency proceeding. (j) No written information furnished or to be furnished by NFC or its Affiliates, agents or representatives to the Purchasers, the

Managing Agents or the Administrative Agent for purposes of or in connection with this Agreement, including, without limitation, any reports delivered pursuant to Section 7A.01 and any information relating to the Dealer Notes and NFC’s dealer financing business, is or shall be inaccurate in any material respect, or contains or shall contain any material misstatement of fact, or omits or shall omit to state a material fact or any fact necessary to make the statements contained therein not misleading, in each case as of the date such information was or shall be stated or certified, and such information heretofore furnished remains true and correct in all material respects as of the date such information was delivered by NFC or any of its Affiliates, agents or representatives to the Purchasers, the Managing Agents or the Administrative Agent.

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ARTICLE VI

REPRESENTATIONS AND WARRANTIES

WITH RESPECT TO THE CONDUIT PURCHASERS

Each Managing Agent, on behalf of the Purchasers in its Purchaser Group, hereby makes the following representations and warranties to the Seller and NFC on which the Seller and NFC shall rely in entering into this Agreement.

SECTION 6.01. Organization . The Conduit Purchaser has been duly organized and is validly existing and in good standing as a corporation, or limited liability company, as the case may be, under the laws of the State governing its incorporation or formation, as the case may be, with power and authority to own its properties and to transact the business in which it is now engaged and the Conduit Purchaser is duly qualified to do business and is in good standing (or is exempt from such requirements) in each State of the United States where the nature of its business requires it to be so qualified and the failure to be so qualified and in good standing would have a material adverse effect on the interests of the Seller.

SECTION 6.02. Authority, etc. The Conduit Purchaser has all requisite power and authority to enter into and perform its

obligations under this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Conduit Purchaser of this Agreement and the consummation by the Conduit Purchaser of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Conduit Purchaser. This Agreement has been duly and validly executed and delivered by the Conduit Purchaser and constitutes a legal, valid and binding obligation of the Conduit Purchaser, enforceable against the Conduit Purchaser in accordance with its terms, subject as to enforcement to bankruptcy, reorganization, insolvency, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. Neither the execution and delivery by the Conduit Purchaser of this Agreement nor the consummation by the Conduit Purchaser of any of the transactions contemplated hereby, nor the fulfillment by the Conduit Purchaser of the terms hereof, will conflict with, or violate, result in a breach of or constitute a default under any term or provision of the Articles of Incorporation or By-laws of the Conduit Purchaser or any Governmental Rule applicable to the Conduit Purchaser.

SECTION 6.03. Securities Act . The Series 2000-VFC Certificate purchased by the Administrative Agent on behalf of the

Purchasers pursuant to this Agreement will be acquired for investment only and not with a view to any public distribution thereof, and no Conduit Purchaser will offer to sell or otherwise dispose of its interest in the Series 2000-VFC Certificate so acquired by it (or any interest therein) in violation of any of the registration requirements of the Act or any applicable state or other securities laws. The Administrative Agent and each Purchaser acknowledges that it has no right to require the Seller to register under the Act or any other securities law any Series 2000-VFC Certificate to be acquired by the Administrative Agent on behalf of such Purchaser pursuant to this Agreement.

The Conduit Purchasers, the Committed Purchasers, the Managing Agents and Administrative Agent have such knowledge and

experience in financial and business matters as

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to be capable of evaluating the merits and risks of an investment in the Series 2000-VFC Certificate and the Conduit Purchasers, the Managing Agents, and Committed Purchaser are able to bear the economic risk of such investment. The Conduit Purchasers, the Managing Agents, Committed Purchasers and Administrative Agent have reviewed the Pooling and Servicing Agreement and the Series Supplement (including the schedule and exhibits thereto) and have had the opportunity to perform due diligence with respect thereto and to ask questions of and receive answers from the Seller and its representatives concerning the Seller, the Master Trust and the Series 2000-VFC Certificate. Each of the Conduit Purchasers, the Committed Purchasers, the Managing Agents and Administrative Agent is an “accredited investor” as defined in Rule 501, promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended.

SECTION 6.04. Investment Company Act . Neither the Purchasers nor any Agent is required to register as an “investment company” nor is any Purchaser or Agent controlled by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

ARTICLE VII

COVENANTS OF THE SELLER

SECTION 7.01. Access to Information . So long as any Series 2000-VFC Certificate remains outstanding, the Seller will, at any

time from time to time during regular business hours with reasonable notice to the Seller, permit the Purchasers, the Managing Agents or the Administrative Agent, or their agents or representatives to:

(a) examine all books, records and documents (including computer tapes and disks) in the possession or under the control of the

Seller relating to the Dealer Notes, and (b) visit the offices and property of the Seller for the purpose of examining such materials described in clause (a) above. Except as provided in Section 11.05 , any information obtained by the Purchasers, the Managing Agents or the Administrative Agent

pursuant to this Section 7.01 shall be held in confidence by the Purchasers, the Managing Agents and the Administrative Agent unless and to the extent such information (i) has become available to the public, (ii) is required or requested by any Governmental Authority or in any court proceeding or (iii) is required by any Governmental Rule. In the case of any disclosure permitted by clause (ii) or (iii), the Purchasers, the Managing Agents and the Administrative Agent shall use commercially reasonable efforts to (x) provide the Seller with advance notice of any such disclosure and (y) cooperate with the Seller in limiting the extent or effect of any such disclosure.

SECTION 7.02. Security Interests; Further Assurances . The Seller will take all action reasonably necessary to maintain the Master Trust Trustee’s first priority perfected ownership or security interest in the Dealer Notes and the collateral granted pursuant to Sections 2.01 and 2.02 of the Pooling and Servicing Agreement. The Seller agrees to take any and all acts and to execute any and all further instruments necessary or reasonably requested by a Conduit

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Purchaser, a Managing Agent or the Administrative Agent to more fully effect the purposes of this Agreement.

SECTION 7.03. Covenants . The Seller will duly observe and perform each of its covenants set forth in the other Series

Documents in all material respects. SECTION 7.04. Amendments . The Seller will not make, or permit any Person to make, any amendment, modification or change

to, or provide any waiver under the Series Supplement without the prior written consent of the Managing Agents.

ARTICLE VIIA

COVENANTS OF NFC

SECTION 7A.01 Information from NFC . So long as the Series 2000-VFC Certificate remains outstanding, NFC will furnish to the Administrative Agent (who will promptly forward copies thereof to each Managing Agent):

(a) a copy of each certificate, opinion, report, statement, notice or other communication (other than investment instructions) furnished by or on behalf of NFC or the Seller to the Master Trust Trustee or the Rating Agencies under any Series Document, concurrently therewith, and promptly after receipt thereof, a copy of each notice, demand or other communication received by or on behalf of NFC or the Seller under any Series Document;

(b) such other information (including financial information), documents, records or reports respecting the Master Trust, the

Dealer Notes, the Seller or, to the extent it relates to the origination of Dealer Notes or the servicing of the Master Trust, NFC, as the Administrative Agent, on its own behalf or on behalf of a Purchaser, or a Managing Agent may from time to time reasonably request;

(c) as soon as available and in any event within (i) 45 days after the end of each of the first three fiscal quarters of any fiscal

year and (ii) 120 days after the end of the last fiscal quarter of any fiscal year, copies of the interim or annual, as applicable, financial statements of NFC, prepared in conformity with generally accepted accounting principles consistently applied;

(d) as soon as possible and in any event within two Business Days after knowledge thereof by a Responsible Officer of NFC,

notice of each Early Amortization Event or event which with the giving of notice or the passage of time or both would constitute an Early Amortization Event; and

(e) as soon as possible and in any event within sixty days after the formation of a special purpose entity having an ownership

interest in the DealCor dealers, an opinion of counsel, in form and substance satisfactory to each Agent, with respect to certain bankruptcy matters.

SECTION 7A.02 Access to Information . So long as any Series 2000-VFC Certificate remains outstanding, NFC will, at any time

from time to time during regular business

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hours with reasonable notice to NFC, permit the Purchasers, each Managing Agent and the Administrative Agent, or their agents or representatives to:

(a) examine all books, records and documents (including computer tapes and disks) in the possession or under the control of NFC relating to the Dealer Notes, and

(b) visit the offices and property of NFC for the purpose of examining such materials described in clause (a) above. Except as provided in Section 11.05 , any information obtained by a Purchaser or an Agent pursuant to this Section 7A.02 shall be

held in confidence by such Purchaser or Agent, unless and to the extent such information (i) has become available to the public, (ii) is required or requested by any Governmental Authority or in any court proceeding or (iii) is required by any Governmental Rule. In the case of any disclosure permitted by clause (ii) or (iii), the Purchasers, the Managing Agents and the Administrative Agent shall use commercially reasonable efforts to (x) provide NFC with advance notice of any such disclosure and (y) cooperate with NFC in limiting the extent or effect of any such disclosure.

SECTION 7A.03 Covenants . NFC will duly observe and perform each of its covenants set forth in the other Series Documents in all material respects.

SECTION 7A.04 Amendments . NFC will not make, or permit any Person to make, any material amendment, modification or change to, or provide any waiver under the Series Supplement without the prior written consent of the Managing Agents.

ARTICLE VIII

ADDITIONAL COVENANTS

SECTION 8.01. Legal Conditions to Effectiveness of this Agreement . The parties hereto will take all reasonable action necessary to obtain (and will cooperate with one another in obtaining) any consent, authorization, permit, license, franchise, order or approval of, or any exemption by, any Governmental Authority or any other Person, required to be obtained or made by it in connection with any of the transactions contemplated by this Agreement.

SECTION 8.02. Expenses . Whether or not the Effective Date shall occur, except as otherwise expressly provided herein or in the

Fee letter, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall (as between the Seller, the Administrative Agent, the Managing Agents and the Purchasers) be paid by the Seller.

SECTION 8.03. Mutual Obligations . On and after the Effective Date, each party hereto will do, execute and perform all such

other acts, deeds and documents as the other party may from time to time reasonably require in order to carry out the intent of this Agreement. SECTION 8.04. Restrictions on Transfer . Each Purchaser and Agent agrees that it will comply with the restrictions on transfer of

the Series 2000-VFC Certificate set forth in the Pooling and Servicing Agreement and the Series Supplement and that it will resell the Series 2000-VFC Certificate only in compliance with such restrictions; provided , however , that the

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Seller acknowledges that in the event of the purchase of the Series 2000-VFC Certificate by any Purchaser or RIC no such purchaser will be required to execute and deliver the Investment Letter.

SECTION 8.05. Consents, etc . Each Purchaser and Agent agrees not to unreasonably withhold or delay its consent to any

amendment or other matter requiring consent of the Series 2000-VFC Certificateholders under a provision of any Series Document to the extent that such provision specifies that such consent is not to be unreasonably withheld or delayed.

ARTICLE IX

INDEMNIFICATION

SECTION 9.01. Indemnification . (a) The Seller hereby agrees to indemnify and hold harmless each Indemnified Party against

any and all losses, claims, damages, liabilities or expenses (including reasonable legal and accounting fees) (collectively, “ Seller Losses ”), as incurred (payable promptly upon written request), for or on account of or arising from or in connection with this Agreement, including any breach of any representation, warranty or covenant of the Seller in this Agreement or in any certificate or other written material delivered pursuant hereto.

(b) NFC hereby agrees to indemnify and hold harmless each Indemnified Party against any and all losses, claims, damages,

liabilities or expenses (including reasonable legal and accounting fees) (collectively, “ NFC Losses ”), as incurred (payable promptly upon written request), for or on account of or arising from or in connection with any breach of any representation, warranty or covenant of NFC in this Agreement or in any certificate or other written material delivered pursuant hereto.

(c) Notwithstanding Sections 9.01(a ) and ( b ), in no event shall any Indemnified Party be indemnified for Seller Losses or NFC

Losses to the extent (i) resulting from the performance of the Dealer Notes, market fluctuations or other similar market or investment risks associated with ownership of the Series 2000-VFC Certificates, (ii) which would otherwise be covered in Sections 9.04 and 9.05 hereof, (iii) arising from such Indemnified Party’s gross negligence or willful misconduct, (iv) arising from a breach of any representation or warranty set forth in the Pooling and Servicing Agreement, a remedy for the breach of which is provided in Section 2.06 of the Pooling and Servicing Agreement or (v) arising from a breach of any representation or warranty set forth in the Purchase Agreement, a remedy for the breach of which is provided in Section 4.06(d) of the Purchase Agreement.

SECTION 9.02. Procedure . In order for an Indemnified Party to be entitled to any indemnification provided for under this

Agreement in respect of, arising out of, or involving a claim made by any Person against the Indemnified Party (a “ Third Party Claim ”), such Indemnified Party must notify NFC or the Seller, as applicable (the “ Applicable Indemnifying Party ”) in writing of the Third Party Claim within a reasonable time after receipt by such Indemnified Party of written notice of the Third Party Claim unless the Applicable Indemnifying Party shall have previously obtained actual knowledge thereof. Thereafter, the Indemnified

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Party shall deliver to the Applicable Indemnifying Party, within a reasonable time after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim.

SECTION 9.03. Defense of Claims . If a Third Party Claim is made against an Indemnified Party, (a) the Applicable Indemnifying

Party will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Applicable Indemnifying Party first admits in writing their joint and several liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Applicable Indemnifying Party of such terms and the Applicable Indemnifying Party will promptly reimburse the Indemnified Party upon written request. Anything contained in this Agreement to the contrary notwithstanding, an Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party.

SECTION 9.04. Indemnity for Taxes, Reserves and Expenses . (a) If after the date hereof, the adoption of any applicable law,

rule, standard or regulation by any Official Body or any amendment or change in the interpretation of any existing or future applicable law, rule, standard or regulation by any Official Body charged with the administration, interpretation or application thereof (including, but not limited to, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board) or the compliance with any directive of any Official Body (whether or not having the force of Governmental Rule):

(i) shall subject any Indemnified Party to any tax, duty, deduction or other charge with respect to the Dealer Notes, the

Pooling and Servicing Agreement, the Series Supplement, the Series 2000-VFC Certificate, this Agreement or payments of amounts due thereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect thereof (except for changes in the rate of general corporate, franchise, net income or other income tax (including by means of withholding) imposed on such Indemnified Party by the United States of America, the jurisdiction in which such Indemnified Party’s principal executive office is located or any other

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jurisdiction in which the Indemnified Party would be subject to such tax even if the transactions contemplated by this Agreement had not occurred); or

(ii) shall impose, modify or deem applicable any reserve, capital, special deposit or similar requirement (including,

without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting the Dealer Notes, the Pooling and Servicing Agreement, the Series Supplement, the Series 2000-VFC Certificate, this Agreement or payments of amounts due thereunder (including with respect to Eurocurrency liability reserves); or

(iii) imposes upon any Indemnified Party any other cost or expense (including, without limitation, reasonable attorneys’

fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing if such a contest is requested by the Applicable Indemnifying Party) with respect to the Dealer Notes, the Series 2000-VFC Certificate, any Series Document or payments of amounts due hereunder or thereunder;

and the result of any of the foregoing is to increase the cost or reduce the payments to such Indemnified Party with respect to the Dealer Notes, the Pooling and Servicing Agreement, the Series Supplement, the Series 2000-VFC Certificate, this Agreement or payments of amounts due thereunder or the obligations thereunder or the funding of any purchases (including Incremental Fundings) with respect thereto by any Purchaser, by an amount deemed by such Indemnified Party to be material, then such amount or amounts as will compensate such Indemnified Party for such increased cost or reduced payments shall be payable to such Indemnified Party in accordance with Section 9.05(c) .

(b) If any Indemnified Party shall have determined that, after the date hereof, the adoption of any applicable law, rule, standard or regulation by any Official Body regarding or related to capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding or related to capital adequacy (whether or not having the force of a Governmental Rule) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction shall be payable to such Indemnified Party in accordance with Section 9.05(c) . For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 9.4(b).

(c) Any Indemnified Party who makes a demand for payment of increased costs or capital pursuant to Section 9.04 (a) or (b)

shall promptly deliver to the Seller a certificate setting forth in reasonable detail the computation of such increased costs or capital and specifying the

27

basis therefor. In the absence of manifest error, such certificate shall be conclusive and binding for all purposes. Each Indemnified Party shall use reasonable efforts to mitigate the effect upon of any such increased costs or capital requirements; provided , it shall not be obligated to take any action that it determines would be disadvantageous to it or inconsistent with its policies.

SECTION 9.05. Costs, Expenses, Taxes, Breakage Payments and Increased Costs under this Agreement and Program Facility . (a)

Subject to the payment terms of Section 9.05, each of the Seller and NFC agree to pay to the Administrative Agent, each Purchaser and its Managing Agent (i) all reasonable costs and expenses in connection with the preparation, execution and delivery of this Agreement, the other documents to be delivered hereunder or in connection herewith and any requested amendments, waivers or consents or examination or visit by the Purchasers, the Managing Agents or Administrative Agent pursuant to Section 7.01 or 7A.02 hereof including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Purchasers, the Managing Agents and the Administrative Agent, with respect thereto and with respect to advising the Purchasers, the Managing Agents and the Administrative Agent as to its respective rights and remedies under this Agreement and the other documents delivered hereunder or in connection herewith and (ii) all costs and expenses, if any, in connection with the enforcement of this Agreement and the other documents delivered hereunder or in connection herewith.

(b) Subject to the payment terms of Section 9.05 , each of NFC and the Seller agrees to pay any and all stamp and other taxes

and fees payable in connection with the execution, delivery, filing and recording of this Agreement, the Series 2000-VFC Certificate or the other documents and agreements to be delivered hereunder, and agrees to hold each Purchaser, each Managing Agent and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees.

(c) The Seller shall be obligated to pay the amount of any Breakage Payments, other Additional Amounts or Non-Use Fee

payable on each Distribution Date to the extent not paid when required pursuant to Section 4.04 of the Series Supplement; provided , that the Seller shall be required to make such payments solely to the extent of any cash flows payable to the Seller on such date from the Master Trust. If and to the extent that any Additional Amounts (other than Breakage Payments) or Non-Use Fee shall remain outstanding after payment by the Seller pursuant to the preceding sentence on any Distribution Date, NFC shall be required to make such payments within 10 days after demand therefor by the Administrative Agent or the applicable payee.

(d) If a Conduit Purchaser becomes obligated to compensate any financial institution under its commercial paper program as a

result of any events or circumstances similar to those described in Sections 9.04 or 9.05(c) , such Conduit Purchaser shall promptly deliver to the Seller a certificate setting forth in reasonable detail the computation of such amounts. In the absence of manifest error, such certificate shall be conclusive and binding for all purposes. The Seller shall be obligated to pay to such Conduit Purchaser, promptly after receipt of such certificate, such additional amounts as may be necessary to reimburse such Conduit Purchaser for any amounts so paid by such Conduit Purchaser. With respect to amounts to be paid pursuant to this Section 9.05(d) as a result of any events or circumstances similar to those described in Section 9.04 or 9.05(c) hereof, the applicable Conduit Purchaser shall request the party to be compensated to use

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its reasonable efforts to mitigate the effect upon the Seller of any such increased costs or capital requirements; provided , such party shall not be obligated to take any action that it determines would be disadvantageous to it or inconsistent with its policies.

ARTICLE X

THE AGENTS

SECTION 10.01. Authorization and Action . Each Purchaser hereby accepts the appointment of and authorizes each Agent to take

such action as agent on its behalf and to exercise such powers as are delegated to such Agent by the terms hereof, together with such powers as are reasonably incidental thereto. Such Agent reserves the right, in its sole discretion, to take any actions and exercise any rights or remedies under this Agreement and any related agreements and documents. Except for actions which an Agent is expressly required to take pursuant to this Agreement or an Asset Purchase Agreement, such Agent shall not be required to take any action which exposes such Agent to personal liability or which is contrary to applicable law unless such Agent shall receive further assurances to its satisfaction from the Purchasers, of the indemnification obligations under Section 10.04 hereof against any and all liability and expense which may be incurred in taking or continuing to take such action. Each Agent agrees to give to the Purchasers prompt notice of each notice and determination given to it by the Seller, the Servicer or the Master Trust Trustee, pursuant to the terms of this Agreement, the Pooling and Servicing Agreement or the Series Supplement. Subject to Section 10.06 hereof, the appointment and authority of each Agent hereunder shall terminate upon (i) the payment to (a) the Purchasers of all amounts owing to the Purchasers hereunder and (b) each Agent of all amounts due hereunder and (ii) the Series Termination Date specified in the Series Supplement.

SECTION 10.02. Agent’s Reliance, Etc. No Agent nor any of its directors, officers, agents or employees shall be liable for any

action taken or omitted to be taken by it or them as an Agent under or in connection with this Agreement or any related agreement or document, except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, each Agent: (i) may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to the Purchasers or Agents and shall not be responsible to the Purchasers or Agents for any statements, warranties or representations made by the Seller or NFC (in any capacity) in connection with any Series Document; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Series Document on the part of the Seller or NFC (in any capacity) or to inspect the property (including the books and records) of the Seller or NFC (in any capacity); (iv) shall not be responsible to any Purchaser or Agents for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this Agreement by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telex) believed by it in good faith to be genuine and signed or sent by the proper party or parties.

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SECTION 10.03. Agents and Affiliates . Each Agent and its respective Affiliates may generally engage in any kind of business with

the Seller, NFC or any Obligor, any of their respective Affiliates and any Person who may do business with or own securities of the Seller, NFC or any Obligor or any of their respective Affiliates, all as if such entities were not an Agent and without any duty to account therefor to the Purchasers.

SECTION 10.04. Indemnification . Each Purchaser (other than the Conduit Purchasers) severally agrees to indemnify the

Administrative Agent and its related Managing Agent (to the extent not reimbursed by the Seller or NFC), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against such Agents in any way relating to or arising out of this Agreement or any action taken or omitted by such Agents under this Agreement; provided, that (i) no Purchaser shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting or arising from such Agent’s gross negligence or willful misconduct and (ii) no Purchaser shall be liable for any amount in respect of any compromise or settlement or any of the foregoing unless such compromise or settlement is approved by each Conduit Purchaser and the majority of the Committed Purchasers (in the case of Liquidity Purchasers, based on purchase commitments under the related Asset Purchase Agreement and in the case of this Agreement, based on Commitments hereunder). Without limitation of the generality of the foregoing, each Purchaser (other than a Conduit Purchaser), agrees to reimburse the Administrative Agent and its related Managing Agent, promptly upon demand, for any reasonable out-of-pocket expenses (including reasonable counsel fees) incurred by such Agents in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, provided, that no Purchaser shall be responsible for the costs and expenses of such Agents in defending itself against any claim alleging the gross negligence or willful misconduct of such Agents to the extent such gross negligence or willful misconduct is determined by a court of competent jurisdiction in a final and non-appealable decision.

SECTION 10.05. Purchase Decision . Each Purchaser acknowledges that it has, independently and without reliance upon any

Agent, and based on such documents and information as it has deemed appropriate, made its own evaluation and decision to enter into this Agreement and to purchase an interest in the Series 2000-VFC Certificate. Each Purchaser also acknowledges that it will, independently and without reliance upon any Agent or any of its Affiliates, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Agreement or any related agreement, instrument or other document.

SECTION 10.06. Successor Administrative Agent . The Administrative Agent may resign at any time by giving sixty days’ written

notice thereof to the Purchasers, the Managing Agents, the Seller, the Servicer and the Master Trust Trustee. Upon any such resignation, the Purchasers shall have the right to appoint a successor Administrative Agent approved by the Seller (which approval will not be unreasonably withheld or delayed). If no successor Administrative Agent shall have been so appointed and shall have accepted such appointment, within sixty days after the retiring Administrative Agent’s giving of notice of resignation, then

30

the retiring Administrative Agent may, on behalf of the Purchasers, appoint a successor Administrative Agent. If such successor Administrative Agent is not an Affiliate of the resigning Administrative Agent, such successor Administrative Agent shall be subject to the Seller’s prior written approval (which approval will not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Agreement.

ARTICLE XI

MISCELLANEOUS

SECTION 11.01. Amendments . No amendment or waiver of any provision of this Agreement shall in any event be effective unless

the same shall be in writing and signed by all of the parties hereto, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

SECTION 11.02. Notices . All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in

writing (including telecopies, telegraphic, telex or cable communication) and mailed, telecopied, telegraphed, cabled or delivered, as to each party hereto, at its address set forth in Schedule I hereto or at such other address as shall be designated by such party in a written notice to the other party hereto. All such notices and communications shall, when mailed, telecopied, telegraphed or cabled, be effective when deposited in the mail, confirmed by telephone, delivered to the telegraph company or delivered to the cable company, respectively.

SECTION 11.03. No Waiver; Remedies . No failure on the part of any party hereto to exercise, and no delay in exercising, any right

hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 11.04. Binding Effect; Assignability . (a) This Agreement shall be binding upon and inure to the benefit of the Seller,

NFC, the Administrative Agent, the Managing Agents and the Purchasers party this Agreement and their respective successors and assigns (including any subsequent holders of the Series 2000-VFC Certificate); provided , however , that the Seller shall not have the right to assign its rights hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of each Managing Agent. The Administrative Agent agrees that it shall not transfer a Series 2000-VFC Certificate without the Seller’s consent, unless such transfer (x) is to a Purchaser, (y) is to a RIC or (z) occurs after the commencement of the Early Amortization Period.

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Without limiting the foregoing, a Managing Agent on behalf of a Conduit Purchaser may, from time to time, with prior or concurrent

notice to the Seller and the Servicer, in one transaction or a series of transactions, assign all or a portion of a Series 2000-VFC Certificate and its rights and obligations under this Agreement to a RIC or a Committed Purchaser within its Purchaser Group. Upon and to the extent of such assignment to a RIC or Committed Purchaser, (i) the RIC or Committed Purchaser shall be the owner of the assigned portion of the Series 2000-VFC Certificate, (ii) such Managing Agent (or an Affiliate thereof) will act as Managing Agent for the RIC or Committed Purchaser and the Administrative Agent shall act as Administrative Agent for the RIC or Committed Purchaser as well as for the assigning Conduit Purchaser, with all corresponding rights and powers, express or implied, granted herein to the Administrative Agent, (iii) the RIC or Committed Purchaser and their Program Support Providers and other related parties shall have the benefit of all the rights and protections provided to the assigning Conduit Purchaser and its Program Support Providers and other related parties, respectively, herein and in the other Series Documents (including, without limitation, any limitation on recourse against the assigning Conduit Purchaser or related parties, any agreement not to file or join in the filing of a petition to commence an insolvency proceeding against the assigning Conduit Purchaser, and the right to assign to another RIC or Committed Purchaser as provided in this paragraph), (iv) the RIC or Committed Purchaser shall assume all obligations, if any, of the assigning Conduit Purchaser under and in connection with this Agreement, and the assigning Conduit Purchaser shall be released from such obligations, in each case to the extent of such assignment, and the obligations of the assigning Conduit Purchaser (if any) and the RIC or Committed Purchaser shall be several and not joint, (v) all distributions in respect of principal or interest shall be made to the assigning Conduit Purchaser and the RIC or Committed Purchaser, on a pro rata basis according to their respective interests (or in the case of interest, the accrued amounts thereof), (vi) the Funding Rate used to calculate the interest with respect to the portions of the Series 2000-VFC Certificate owned on behalf of the RIC or Committed Purchaser and funded with commercial paper notes issued by the RIC from time to time shall be determined in the manner set forth in the definition of “CP Rate” on the basis of the discount or interest rates applicable to commercial paper issued by the RIC (rather than the assigning Conduit Purchaser), (vii) the defined terms and other terms and provisions of this Agreement and the other Transaction Documents shall be interpreted in accordance with the foregoing, and (viii) if requested by the Administrative Agent, the parties will execute and deliver such further agreements and documents and take such other actions as the Administrative Agent may reasonably request to evidence and give effect to the foregoing.

(b) Without the consent of the Seller, each Committed Purchaser party to this Agreement may assign all or a portion of its rights and obligations under this Agreement to any financial or other institution acceptable to the Administrative Agent. The parties to each such assignment shall execute and deliver an Assignment and Acceptance to the Administrative Agent, and the Administrative Agent shall promptly notify the Seller of such assignment. From and after the effective date of such Assignment and Acceptance, the assigning Committed Purchaser shall be relieved of its obligations hereunder to the extent so assigned.

(c) Assigned Amounts. At any time on or prior to the Purchase Expiration Date related to the KHFC Purchaser Group, if the

Managing Agent on behalf of the Conduit Purchaser in the KHFC Group so elects, by written notice to the Administrative Agent, such Conduit Purchaser does hereby assign, effective on the Assignment of, it interest in the Funded Amount

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and Series 2000-VFC Certificate at such time to the Committed Purchasers in its Purchaser Group pursuant to this Section 11.04; provided, however, that unless such assignment is an assignment of all of such Conduit Purchaser’s interest in the Funded Amount and the Series 2000-VFC Certificate in whole on or after such Conduit Purchaser Termination Date, no such assignment shall take place pursuant to this Section 11.04 at a time when such Conduit Purchaser is insolvent or subject to any voluntary or involuntary bankruptcy proceeding. No further documentation or action on the part of a Conduit Purchaser or the Seller shall be required to exercise the rights set forth in the immediately preceding sentence, other than the giving of the notice by the related Managing Agent on behalf of such Conduit Purchaser referred to in such sentence and the delivery by the Managing Agent of a copy of such notice to each Committed Purchaser in its Purchaser Group (the date of the receipt by the related Managing Agent of any such notice being the “Assignment Date”). Each related Committed Purchaser in such Conduit Purchaser’s Purchaser Group hereby agrees, unconditionally and irrevocably and under all circumstances, without setoff, counterclaim or defense of any kind, to pay the full amount of its Assignment Amount on such Assignment Date to the applicable Conduit Purchaser in immediately available funds to an account designated by the applicable Managing Agent. Upon payment of its Assignment Amount, each related Committed Purchaser shall acquire an interest in the funded Amount and the Series 2000-VFC Certificate equal to its pro rata share (based on the outstanding portions of the Funded Amount funded by it) of the assigned portion of the Funded Amount. Upon any assignment in whole by a Conduit Purchaser to the Committed Purchasers in its Purchaser Group on or after the Conduit Purchaser Termination Date as contemplated hereunder, such Conduit Purchaser shall cease to make any Incremental Fundings hereunder. At all time prior to the Conduit Purchaser Termination Date, nothing herein shall prevent a Conduit Purchaser from making a subsequent Incremental Funding hereunder, in its sole discretion, following any assignment pursuant to this Section 11.04 o r from making more than one assignment pursuant to this Section 11.04.

(d) Any Purchaser may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or

more Persons (each, a “ Participant ”) participating interests in all or a portion of its rights and obligations under this Agreement. Notwithstanding any such sale by a Purchaser of participating interests to a Participant, such Purchaser’s rights and obligations under this Agreement shall remain unchanged, such Purchaser shall remain solely responsible for the performance thereof, and the Seller, each Managing Agent and the Administrative Agent shall continue to deal solely and directly with such Purchaser in connection with such Purchaser’s rights and obligations under this Agreement. The Seller also agrees that each Participant shall be entitled to the benefits of Article IX hereof; provided , however , that all amounts payable by the Seller to any such Participant shall be limited to the amounts which would have been payable to the Purchaser selling such participating interest had such interest not been sold.

(e) This Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and

shall remain in full force and effect until such time as all amounts payable with respect to the Series 2000-VFC Certificates shall have been paid in full.

SECTION 11.05. Provision of Documents and Information . The Seller acknowledges and agrees that the Conduit Purchasers, the

Committed Purchasers, the Managing Agents and Administrative Agent are permitted to provide to the Liquidity Purchasers, permitted

33

assignees and participants, the placement agents for their respective commercial paper notes, the rating agencies with respect to such notes and other liquidity and credit providers under their respective commercial paper programs, opinions, certificates, documents and other information relating to the Seller, NFC and the Dealer Notes delivered to the Conduit Purchasers, the Committed Purchasers, the Managing Agents or the Administrative Agent pursuant to this Agreement.

SECTION 11.06. GOVERNING LAW; JURISDICTION . THIS AGREEMENT SHALL BE GOVERNED BY, AND

CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

SECTION 11.07. No Proceedings; Limitation on Payments . (a) The Seller agrees that so long as any Notes of a Conduit Purchaser

shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any Notes of such Conduit Purchaser shall have been outstanding, it shall not file, or join in the filing of, a petition against a Conduit Purchaser or the Master Trust under the Federal Bankruptcy Code, or join in the commencement of any bankruptcy, reorganization, arrangement, insolvency, liquidation or other similar proceeding against a Conduit Purchaser or the Master Trust.

(b) Each Purchaser severally agrees that it shall not at any time file, or join in the filing of, a petition against the Seller, the

Master Trust Trustee (solely in its capacity as acting as such for the Master Trust) or the Master Trust under the Federal Bankruptcy Code, or join in the commencement of any bankruptcy, reorganization, arrangement, insolvency, liquidation or other similar proceeding against the Seller, the Master Trust Trustee (solely in its capacity as acting as such for the Master Trust) or the Master Trust.

(c) Notwithstanding any provisions contained in this Agreement to the contrary, no Conduit Purchaser shall, or shall be

obligated to, pay any amount, if any, payable by it pursuant to this Agreement or the transaction contemplated hereby unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all Notes of such Conduit Purchaser are paid in full. Any amount which such Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above.

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SECTION 11.08. Execution in Counterparts . This Agreement may be executed in any number of counterparts and by different

parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

SECTION 11.09. No Recourse . The obligations of any Purchaser under this Agreement, or any other agreement, instrument,

document or certificate executed and delivered by or issued by such Purchaser or any officer thereof are solely the corporate or partnership obligations of such Purchaser. No recourse shall be had for payment of any fee or other obligation or claim arising out of or relating to this Agreement or any other agreement, instrument, document or certificate executed and delivered or issued by such Purchaser or any officer thereof in connection therewith, against any stockholder, limited partner, employee, officer, director or incorporator of such Purchaser.

SECTION 11.10. Limited Recourse . The obligations of each of the Seller and NFC under this Agreement are solely the corporate

obligations of such Person. No recourse shall be had for the payment of any fee or other obligation or claim arising out of or relating to this Agreement or any other agreement, instrument, document or certificate executed and delivered or issued by the Seller or NFC or any officer thereof in connection therewith, against any stockholder, employee, officer or director of the Seller or NFC.

SECTION 11.11. Survival . All representations, warranties, covenants, guaranties and indemnifications contained in this

Agreement, including, without limitation, Article IX and Sections 11.07 , 11.09 and 11.10 , and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the sale, transfer or repayment of the Series 2000-VFC Certificate.

SECTION 11.12. Tax Characterization . Each party to this Agreement (a) acknowledges and agrees that it is the intent of the parties

to this Agreement that, for federal, state and local income and franchise tax purposes only, the Series 2000-VFC Certificate will be treated as evidence of indebtedness secured by the Dealer Notes and proceeds thereof and the Master Trust will not be characterized as an association (or publicly traded partnership) taxable as a corporation, (b) agrees to treat the Series 2000-VFC Certificate for federal, state and local income and franchise tax purposes as indebtedness and (c) agrees that the provisions of this Agreement and all related Series Documents shall be construed to further these intentions of the parties.

SECTION 11.13. Master Trust Rating Agency Notices . Each of the Seller and the Servicer hereby agree to provide written notice

to each of the rating agencies then rating any outstanding series issued by the Master Trust at least 5 days prior to the proposed effectiveness of any (i) any extension of the Purchase Expiration Date and (ii) any proposed action specified in Section 2.04 , Section 7.04 , Section 10.06 or Section 11.01 of this Agreement. Each such notice shall include a copy or description of any such proposed action.

35

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly

authorized, as of the date first above written.

36

NAVISTAR FINANCIAL SECURITIES CORPORATION,

as Seller



Title: Vice President & Treasurer


as Servicer



Title: Vice President & Treasurer

LIBERTY sTREET fUNDING CORP.,

as a Conduit Purchaser for the Liberty Street

Purchaser Group

By: /s/ Bernard J. Angelo

Name: Bernard J. Angelo


KITTY HAWK FUNDING CORPORATION,

as a Conduit Purchaser for the KHFC Purchaser Group

By: /s/ Jill A. Gordon

Name: Jill A. Gordon


37



By: /s/ William Van Beek

Name: William Van Beek

Title: Principal

THE BANK OF NOVA SCOTIA,

as a Conduit Purchaser for the Liberty Street Purchaser Group

By: /s/ Norman Last

Name: Norman Last

Title: Managing Director

Purchaser Percentage: 50% Commitment: 200,000,000


as a Committed Purchaser and Managing Agent for the KHFC Purchaser Group

By: /s/ William Van Beek

Name: William Van Beek

Title: Principal

Purchaser Percentage: 50% Commitment: 200,000,000

EXHIBIT A

Form of Notice of

Incremental Funding

[Letterhead of Navistar Financial Corporation]

38

A. Proposed Incremental Funding Date:

B. Amount of requested Incremental Funding with respect to Series 2000-VFC Certificate (must be more than $5,000,000 (unless for any lesser remaining Maximum Funded Amount) but not greater than remaining Maximum Funded Amount)

$

C. Purchase Price (50% of the Incremental Funded Amount to the Series 2000-VFC Certificate) for the KHFC Purchaser Group

$

D. Purchase Price (50% of the Incremental Funded Amount to the Series 2000-VFC Certificate) for the Liberty Street Purchaser Group

$

E. Remaining Maximum Funded Amount (after giving effect to the requested Incremental Funding)

$

F. Certifications:

(a) The representations and warranties of Navistar Financial Securities Corporation (“Seller”) in the Pooling and Servicing Agreement dated as of June 8, 1995 (as amended, modified and supplemented, the “Pooling and Servicing Agreement”), among the Seller, Navistar Financial Corporation, as Servicer, and The Bank of New York, as Master Trust Trustee (the “Master Trust Trustee”), the Series Supplement dated as of January 28, 2000 (the “Series Supplement”), among the Seller, the Servicer and the Master Trust Trustee and the Amended and Restated Certificate Purchase Agreement dated as of December 27, 2004 (the “Certificate Purchase Agreement”), among the Seller, the Conduit Purchasers, the Managing Agents, the Administrative Agent and the Committed Purchasers named therein, are true and correct on the date hereof.

(b) The conditions to the Incremental Funding specified in Section 2.03(b) of the Certificate Purchase Agreement have been

satisfied and/or will be satisfied as of the applicable Incremental Funding Date.

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By

Authorized Officer

Date of Notice:

EXHIBIT B

[Form of Investment Letter]

, 200[ ]

Navistar Financial Securities Corporation [Address]

Re: Purchase of Series 2000-VFC Certificate Ladies and Gentlemen:

This letter (the “Investment Letter”) is delivered by (the “Purchaser”) and (“ ”), as Administrative Agent pursuant to Section 6.03 of the Amended and Restated Certificate Purchase Agreement (“Certificate Purchase Agreement”) dated as of December 27, 2004 among Navistar Financial Securities Corporation (“Seller”) and the Conduit Purchasers, Managing Agents, Administrative Agent and Committed Purchasers named therein. Capitalized terms used herein without definition shall have the meanings set forth in the Certificate Purchase Agreement. The Purchaser represents to the Seller as follows:

(i) the Purchaser is authorized to enter into the Certificate Purchase Agreement and to perform its obligations thereunder and to consummate the transactions contemplated thereby;

(ii) the Purchaser and Administrative Agent have such knowledge and experience in financial and business matters as

to be capable of evaluating the merits and risks of an investment in the Series 2000-VFC Certificate and the Purchaser is able to bear the economic risk of such investment;

(iii) the Purchaser and Administrative Agent have reviewed the Pooling and Servicing Agreement and the Series

Supplement (including the schedule and exhibits thereto) and have had the opportunity to perform due diligence with respect thereto and to ask questions of and receive answers from the Seller and its representatives concerning the Seller, the Master Trust and the Series 2000-VFC Certificate;

(iv) Administrative Agent is an agent on behalf of the Purchaser and the Purchaser is not acquiring the Series 2000-

VFC Certificate as an agent or otherwise for any other person. The Purchaser is a [ ]. Administrative Agent is a [ ];

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(v) each of the Purchaser and Administrative Agent is an “accredited investor” as defined in Rule 501, promulgated by

the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended. The Purchaser and Administrative Agent understand that the offering and sale of the Series 2000-VFC Certificate have not been and will not be registered under the Securities Act of 1933, as amended, and have not and will not be registered or qualified under any applicable “blue sky” law, and that the offering and sale of the Series 2000-VFC Certificate have not been reviewed by, passed on or submitted to any federal or state agency or commission, securities exchange or other regulatory body;

(vi) the Purchaser, through Administrative Agent, is acquiring the Series 2000-VFC Certificate without a view to any

distribution, resale or other transfer thereof, except as contemplated by the following sentence. The Purchaser and Administrative Agent will not resell or otherwise transfer the Series 2000-VFC Certificate or any portion thereof, except (A) [in accordance with Section 8.04 of the Certificate Purchase Agreement] [with a letter from the buyer or transferee thereof in substantially the form hereof] and (B) (i) pursuant to an effective registration statement under the Securities Act of 1933, as amended; (ii) in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended, and applicable state securities or “blue sky” laws; (iii) to the Seller or any affiliate of the Seller; (iv) to a person who the Purchaser and Administrative Agent reasonably believe is a qualified institutional buyer (within the meaning thereof in Rule 144A under the Securities Act of 1933, as amended) that is aware that the resale or other transfer is being made in reliance upon Rule 144A; or (v) pursuant to Regulation S under the Securities Act of 1933, as amended.

(vii) the Purchaser and Administrative Agent understand that each Series 2000-VFC Certificate will bear a legend to

substantially the following effect:

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), IN RELIANCE UPON EXEMPTIONS PROVIDED BY THE SECURITIES ACT. NO RESALE OR OTHER TRANSFER OF THIS CERTIFICATE MAY BE MADE EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS UNDER STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH PROVISIONS. THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT AND SERIES SUPPLEMENT REFERRED TO HEREIN.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE ACQUIRED BY (A) AN EMPLOYEE

BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT SECURITY ACT OF

41

1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO THE PROVISIONS OF TITLE 1 OF ERISA, (B) A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (C) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE ENTITY (EACH A “BENEFIT PLAN”). BY ACCEPTING AND HOLDING THIS CERTIFICATE OR ANY INTEREST HEREIN, THE HOLDER HEREOF OR ANY OWNER OF AN INTEREST HEREIN SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT IT IS NOT A BENEFIT PLAN.

(viii) this Investment Letter has been duly authorized, executed and delivered and constitutes the legal, valid and binding

obligations of the Purchaser and Administrative Agent, enforceable against the Purchaser and Administrative Agent in accordance with its terms, except as such enforceability may be limited by receivership, conservatorship, bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity; and

(ix) Each of the Purchaser and Administrative Agent represents and warrants that neither the Purchaser nor

Administrative Agent is (i) an employee benefit plan (as defined in Section 3(3) of 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, or (iii) an entity whose underlying assets include plan assets by reason of a plan’s investment in such entity.

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Very truly yours,

,

as Purchaser

By:

Name:

Title:

,


By:

Name:

Title:

SCHEDULE I

Addresses for Notices

If to:

43

Seller: Navistar Financial Securities Corporation

2850 West Golf Road

Rolling Meadows, Illinois 60008

Attention: Vice President & Treasurer

cc: General Counsel

Facsimile: (847) 734-4090 Servicer: Navistar Financial Corporation

2850 West Golf Road

Rolling Meadows, Illinois 60008

Attention: Vice President & Treasurer

cc: General Counsel

Facsimile: (847) 734-4090 Conduit

Purchaser: Kitty Hawk Funding Corporation

Attention:

Facsimile: With a copy to:

Bank of America, National Association

231 South LaSalle Street

Chicago, IL 60697

Attention: Willem van Beek

Facsimile: (312) 453-3410 Administrative

Agent: Bank of America, National Association

231 South LaSalle Street

Chicago, Illinois 60697

Attention: Willem van Beek Facsimile: (312) 453-3410

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With a copy to:

Bank of America, National Association,

as Administrator

Bank of America Corporate Center

10 th Floor

Charlotte, North Carolina 28255

Attention: Banc of America Securities, LLC

Global Asset Backed Securitization Group;

Treasury Management

Telephone: (704) 386-0159

Facsimile: (704) 387-2828

45

Exhibit 31.1


AND SUBSIDIARIES CERTIFICATION I, Pamela Turbeville, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Navistar Financial Corporation, subsidiary of International Truck and Engine Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary

to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material

respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as

defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions

about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting (as defined in Exchange Act

Rules 13a-15(f) and 15d-15(f)) that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

Conduit

Purchaser: Liberty Street Funding Corp.

c/o Global Securitization Services, LLC

114 West 47 th Street, Suite 1715

New York, NY 10036

Attention: Andrew L. Stidd

Telephone: (212) 302-5151

Telecopy: (212) 302-8767

With a copy to

The Bank of Nova Scotia

One Liberty Plaza

New York, NY 10006

Attention: Richard Taiano

Telephone: (212) 225-5070

Telecopy: (212) 225-5090

Managing Agent and Committed

Purchaser: The Bank of Nova Scotia

One Liberty Plaza

New York, NY 10006

Telephone: (212) 225-5070

Telecopy: (212) 225-5090

Attention: Richard Taiano

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial

reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting

which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the

registrant’s internal controls over financial reporting.

Exhibit 31.2


CERTIFICATION I, Andrew J. Cederoth, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Navistar Financial Corporation, subsidiary of International Truck and Engine Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary

to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material

respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as

defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions

about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting (as defined in Exchange Act

Rules 13a-15(f) and 15d-15(f)) that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

Date April 19, 2005

/s/Pamela Turbeville

Pamela Turbeville

(Principal Executive Officer)

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial

reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting

which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the

registrant’s internal controls over financial reporting.

EXHIBIT 32

CERTIFICATIONS PURSUANT TO SECTION 1350 OF CHAPTER 63 OF

TITLE 18 OF THE UNITED STATES CODE

In connection with the Quarterly Report of Navistar Financial Corporation (the “Corporation”), subsidiary of International Truck and Engine Corporation, on Form 10-Q for the period ended July 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Pamela Turbeville, Principal Executive Officer and I, Andrew J. Cederoth, Principal Financial Officer of the Corporation, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of

operations of the Corporation.

This certification accompanies the Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Corporation for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. This certification shall also not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Corporation specifically incorporates it by reference.

End of Filing

© 2005 | EDGAR Online, Inc.

Date April 19, 2005

/s/Andrew J. Cederoth

Andrew J. Cederoth

(Principal Financial Officer)

/s/ Pamela Turbeville

Pamela Turbeville Principal Executive Officer April 19, 2005 /s/ Andrew J. Cederoth

Andrew J. Cederoth Principal Financial Officer April 19, 2005