NAVISTAR FINANCIAL CORP, 8-K, 1994-12-22

NAVISTAR FINANCIAL CORP
8-K, 1994-12-22
MISCELLANEOUS BUSINESS CREDIT INSTITUTION

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

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) November 4, 1994

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

Delaware
(State or other jurisdiction of incorporation)

1-4146-1 36-2472404
(Commission File Number) (I.R.S. Employer Identification No.)

2850 West Golf Road Rolling Meadows, Illinois 60008
(Address of principal executive offices) (Zip Code)

Registrant's telephone number including area code 708-734-4275
<PAGE> 2
FORM 8-K

INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 5. OTHER EVENTS.

On November 4, 1994, the Registrant amended and restated its
existing $727 million bank revolving credit facility, extending the
maturity date to October 31, 1998 and expanding the commitment to $900
million. In addition, the purchasers' commitments under the $600
million retail notes purchase facility agreement were terminated and
the Registrant established a $300 million asset-backed commercial
paper program supported by a bank liquidity facility with a maturity
date of October 31, 1998. Consistent with the previous revolving
credit agreement, the amended and restated credit agreement grants
security interests in substantially all of the Registrant's assets to
the Registrant's debtholders.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

See attached Exhibit Index.

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.

NAVISTAR FINANCIAL CORPORATION
(Registrant)

Date December 22, 1994 By: /s/ PHYLLIS E. COCHRAN
---------------------------
Phyllis E. Cochran
Vice President & Controller

1
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FORM 8-K

EXHIBIT INDEX

Exhibit No. Description
- ----------- ------------

4.1 Amended and Restated Credit Agreement dated as of
November 4, 1994 among the Registrant, certain banks,
certain Co-Arranger banks, and Morgan Guaranty Trust
Company of New York, as Administrative Agent.

4.2 Liquidity Agreement dated as of November 7, 1994 among
NFC Asset Trust, as Borrower, Chemical Bank, Bank of
America Illinois, The Bank of Nova Scotia, Morgan
Guaranty Trust Company of New York, as Co-Arrangers,
and Chemical Bank, as Administrative Agent.

4.3 Appendix A to Liquidity Agreement at Exhibit 4.2.

4.4 Collateral Trust Agreement dated as of November 7,
1994 between NFC Asset Trust and Bankers Trust
Company, as Trustee.

4.5 Administration Agreement dated as of November 7, 1994
between NFC Asset Trust and the Registrant, as
Administrator.

4.6 Trust Agreement dated as of November 7, 1994 between
Truck Retail Instalment Paper Corp., as Depositor,
and Chemical Bank Delaware, as Owner Trustee.

4.7 Servicing Agreement dated as of November 7, 1994
between the Registrant, as Servicer, and Truck Retail
Instalment Paper Corp.

4.8 Servicing Agreement dated as of November 7, 1994
between the Registrant, as Servicer, and NFC Asset
Trust.

4.9 Receivables Purchase Agreement dated as of November 7,
1994 between Truck Retail Instalment Paper Corp., as
Seller, and NFC Asset Trust, as Purchaser.

4.10 Retail Receivables Purchase Agreement dated as of
November 7, 1994 between Truck Retail Instalment
Paper Corp. and the Registrant.

4.11 Lease Receivables Purchase Agreement dated as of
November 7, 1994 between Truck Retail Instalment
Paper Corp. and Navistar Leasing Corporation.

<PAGE> 1
EXHIBIT 4.1

$900,000,000

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of November 4, 1994

among

NAVISTAR FINANCIAL CORPORATION,

THE BANKS LISTED HEREIN,

THE CO-ARRANGERS LISTED HEREIN

and

MORGAN GUARANTY TRUST COMPANY
OF NEW YORK,
as Administrative Agent,

amending and restating the

Amended and Restated Credit Agreement

dated as of April 26, 1993

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TABLE OF CONTENTS1

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ARTICLE I

DEFINITIONS

SECTION 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.02. Accounting Terms and Classifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 1.03. Types of Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 1.04. Debt Ratings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

ARTICLE II

EFFECTIVENESS OF THIS AMENDMENT

SECTION 2.01. Conditions to Effectiveness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 2.02. Consequences of Effectiveness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 2.03. Notice of Amendment Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

ARTICLE III

THE REVOLVING CREDIT

SECTION 3.01. Commitments to Lend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 3.02. Notice of Committed Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 3.03. Money Market Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 3.04. Notice to Banks; Funding of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 3.05. Conditions to Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 3.06. Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 3.07. Maturity of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 3.08. Interest Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 3.09. Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 3.10. Optional Termination or Reduction of Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 3.11. Mandatory Termination of Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 3.12. Optional Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 3.13. General Provisions as to Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 3.14. Funding Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 3.15. Computation of Interest and Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
</TABLE>

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(1)This Table of Contents is not a part of this Amendment or the Amended
Credit Agreement.

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SECTION 3.16. Withholding Tax Exemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

ARTICLE IV

CHANGE IN CIRCUMSTANCES
AFFECTING FIXED RATE LOANS

SECTION 4.01. Basis for Determining Interest Rate Inadequate or Unfair . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 4.02. Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 4.03. Increased Cost and Reduced Return . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 4.04. Base Rate Loans Substituted for Affected Fixed Rate Loans . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 4.05. Substitution of Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

ARTICLE V

REPRESENTATIONS AND WARRANTIES

SECTION 5.01. Corporate Existence and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 5.02. Corporate Authorization; No Contravention . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 5.03. Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 5.04. Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
SECTION 5.05. Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 5.06. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 5.07. Governmental Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 5.08. ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 5.09. Use of Proceeds; Margin Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 5.10. Retail and Wholesale Notes Secured; Perfection Against Assignors . . . . . . . . . . . . . . . . . . 63
SECTION 5.11. Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 5.12. Full Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 5.13. Not an Investment Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

ARTICLE VI

COVENANTS

SECTION 6.01. Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 6.02. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
SECTION 6.03. Conduct of Business; Maintenance of Existence. . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
SECTION 6.04. Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
</TABLE>

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SECTION 6.05. Inspection of Property, Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 6.06. Investment of Available Liquid Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 6.07. Loss Reserves; Dealer Guidelines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 6.08. Serviced Wholesale Portfolio Quality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 6.09. Serviced Retail Portfolio Quality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
SECTION 6.10. Debt to Asset Test . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
SECTION 6.11. Leverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
SECTION 6.12. Minimum Consolidated Tangible Net Worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
SECTION 6.13. Fixed Charge Coverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
SECTION 6.14. Sales of Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
SECTION 6.15. Prepayments of Subordinated Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
SECTION 6.16. Negative Pledge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
SECTION 6.17. No Fundamental Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
SECTION 6.18. Intercompany Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
SECTION 6.19. Transactions With Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
SECTION 6.20. Subsidiary Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
SECTION 6.21. Hedging . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89

ARTICLE VII

DEFAULTS

SECTION 7.01. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
SECTION 7.02. Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96

ARTICLE VIII

THE ADMINISTRATIVE AGENT

SECTION 8.01. Appointment and Authorization; Limitations on Responsibility . . . . . . . . . . . . . . . . . . . . 97
SECTION 8.02. Administrative Agent and Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
SECTION 8.03. Action by Administrative Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
SECTION 8.04. Consultation with Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
SECTION 8.05. Liability of Administrative Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
SECTION 8.06. Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
SECTION 8.07. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
SECTION 8.08. Credit Decision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
SECTION 8.09. Successor Administrative Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
SECTION 8.10. Co-arrangers Not Liable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
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ARTICLE IX

MISCELLANEOUS

SECTION 9.01. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
SECTION 9.02. No Waiver; Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
SECTION 9.03. Expenses; Fees; Documentary Taxes; Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . 101
SECTION 9.04. Sharing of Set-Offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
SECTION 9.05. Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
SECTION 9.06. Good Faith Determinations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
SECTION 9.07. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
SECTION 9.08. Consent to NFC Security Amendment, Intercompany Security Amendments,
Amendment to NFRRC Intercompany Advance Agreement and Release of
NFSC Seller Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
SECTION 9.09. Limitation on Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
SECTION 9.10. Severalty of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
SECTION 9.11. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
SECTION 9.12. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
SECTION 9.13. New York Law; Submission to Jurisdiction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
SECTION 9.14. WAIVER OF JURY TRIAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
SECTION 9.15. Counterparts; Integration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
</TABLE>

<TABLE>
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Schedule 1 - Pricing Schedule

Schedule 2 - Asset Base Calculation

Schedule 3 - Calculation for Certain Funding Losses

Schedule 4 - Participation Fees

Schedule 5 - Special Purpose Subsidiary Provisions
Relating to Navistar Leasing

Exhibit A - Form of Note

Exhibit B-1 - Form of Notice of Committed Borrowing for
New Money Borrowings

Exhibit B-2 - Form of Notice of Committed Borrowing for
Refunding Borrowings

Exhibit C - Form of Money Market Quote Request

Exhibit D - Form of Invitation for Money Market Quotes
</TABLE>

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Exhibit E - Form of Money Market Quote

Exhibit F - Form of Notice of Money Market Borrowing

Exhibit G - Form of Amended Parents' Side Agreement

Exhibit H - Form of Report of Statistical Information

Exhibit I - Form of Quarterly Compliance Certificate

Exhibit J - Form of Subordination Provisions

Exhibit K-1 - Form of Opinion of Counsel for the Credit Parties

Exhibit K-2 - Form of Opinion of Special Counsel for the Credit Parties

Exhibit L - Form of Opinion of Special Counsel for the Administrative Agent

Exhibit M - Form of Assignment and Assumption Agreement

Exhibit N-1 - Form of NFC Security Amendment

Exhibit N-2 - Composite copy of the NFC Security Agreement, as amended
and supplemented by the NFC Security Amendment

Exhibit O-1 - Form of Intercompany Security Agreement for Special
Purpose Subsidiaries

Exhibit O-2 - Form of Intercompany Security Agreement for Other Subsidiaries

Exhibit P - Form of Amendment to the Harco Leasing Security Agreement

Exhibit Q - Form of Amendment to the Harco Insurance Security Agreement

Exhibit R - Form of Amendment to the NFSC Security Agreement

Exhibit S - Form of Amendment to the NFRRC Security Agreement

Exhibit T - Form of Amendment to the TRIP Security Agreement

Exhibit U - Form of Consent of Non-continuing Bank
</TABLE>

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AMENDED AND RESTATED CREDIT AGREEMENT

AMENDMENT dated as of November 4, 1994, amending and restating the
Amended and Restated Credit Agreement dated as of April 26, 1993 among Navistar
Financial Corporation, a Delaware corporation, the banks and co-agents party
thereto and Morgan Guaranty Trust Company of New York, as operating agent, as
amended prior to the Amendment Effective Date, as defined herein (the "Existing
Credit Agreement"), among:

(i) Navistar Financial Corporation,

(ii) the Banks and the Co-arrangers party hereto,

and

(iii) Morgan Guaranty Trust Company of New York, as Administrative
Agent for the Banks,

W I T N E S S E T H:

WHEREAS, the parties hereto desire to amend the Existing Credit
Agreement as set forth herein and, for convenience, to set forth in one
document the text of the Existing Credit Agreement, as amended by this
Amendment;

NOW, THEREFORE, the parties hereto agree that, upon satisfaction
of the conditions set forth in Section 2.01 below, the Existing Credit
Agreement will be amended and restated to read in full as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Definitions. As used in this Agreement, the
following terms have the following respective meanings:

"ABCP Liquidity Facility Agreement" means a Liquidity Agreement
among the ABCP Trust, certain banks and co-arrangers and Chemical Bank, as
administrative agent, substantially in the form of the most recent draft
thereof delivered to the Banks on or before November 3, 1994, as such agreement
may be amended or supplemented from time to time.

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"ABCP Receivables Purchase Agreement" means a Receivables Purchase
Agreement between the ABCP Trust and TRIP, substantially in the form of the
most recent draft thereof delivered to the Banks on or before November 3, 1994,
as such agreement may be amended or supplemented from time to time.

"ABCP Transaction Documents" means the ABCP Liquidity Facility
Agreement, the Warehousing Facility Agreement, the ABCP Receivables Purchase
Agreement and the other "Basic Documents" as defined in the ABCP Liquidity
Facility Agreement.

"ABCP Trust" means the trust created or to be created pursuant to
the ABCP Trust Agreement.

"ABCP Trust Agreement" means a Trust Agreement between TRIP and
Chemical Bank Delaware, as owner trustee, substantially in the form of the most
recent draft thereof delivered to the Banks on or before November 3, 1994, as
such agreement may be amended or supplemented from time to time.

"Absolute Rate Auction" means a solicitation of Money Market
Quotes setting forth Money Market Absolute Rates pursuant to Section 3.03.

"Accounts" means, as the context may require, (i) all assets of
the types classified under the heading "Accounts" in Note 5 to the Base
Consolidated Financials or (ii) the aggregate Unpaid Balances thereof.

"Adjusted CD Rate" has the meaning specified in Section 3.08(b).

"Adjusted London Interbank Offered Rate" has the meaning specified
in Section 3.08(c).

"Administrative Agent" means Morgan, in its capacity as
Administrative Agent for the Banks under this Agreement, or any successor
Administrative Agent appointed pursuant to Section 8.09.

"Administrative Questionnaire" means, with respect to each Bank,
an administrative questionnaire in the form prepared by the Administrative
Agent in connection with this Agreement and submitted to the Administrative
Agent (with a copy thereof to Navistar Financial) duly completed by such Bank.

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"Affiliate" of any Person means any other Person directly or
indirectly controlling, controlled by or under direct or indirect common
control with such Person. A Person shall be deemed to control another Person
if such first Person possesses directly or indirectly the power to direct, or
cause the direction of, the management and policies of the second Person,
whether through the ownership of voting securities, by contract or otherwise.

"Agreement" means, when used with reference to this Agreement, the
Amended and Restated Credit Agreement dated as of April 26, 1993 among Navistar
Financial, the banks and co-agents party thereto and Morgan, as operating
agent, as amended from time to time, including, with reference to any time on
or after the Amendment Effective Date, the Amended Credit Agreement.

"Amended Credit Agreement" means the Existing Credit Agreement, as
amended and restated by this Amendment, and as further amended from time to
time after the Amendment Effective Date.

"Amended Parents' Side Agreement" means the Amended and Restated
Parents' Side Agreement dated as of April 26, 1993 by Navistar International
and Navistar Transportation for the benefit of the Banks, as amended from time
to time, including, with reference to any time on or after the Amendment
Effective Date, such agreement as amended and restated as of the Amendment
Effective Date, substantially in the form of Exhibit G hereto, and as such
agreement may thereafter be further amended or supplemented from time to time.

"Amendment" means, when used with respect to this Amendment, this
Amendment dated as of November 4, 1994 amending and restating the Existing
Credit Agreement.

"Amendment Effective Date" means the date on which this Amendment
becomes effective pursuant to Section 2.01.

"Applicable Lending Office" means, with respect to any Bank, (i)
in the case of its Domestic Loans, its Domestic Lending Office, (ii) in the
case of its Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the
case of its Money Market Loans, its Money Market Lending Office.

"Assessment Rate" has the meaning specified in Section 3.08(b).

3
<PAGE> 10
"Asset Base" means as of any date an amount determined in
accordance with Schedule 2 hereto as of such date.

"Assignee" has the meaning set forth in Section 9.07(c).

"Available Liquid Assets" has the meaning specified in Section
6.06.

"Bank" means each bank listed on the signature pages of this
Amendment as having a Commitment under this Agreement on the Amendment
Effective Date, each Assignee which becomes a Bank after the Amendment
Effective Date pursuant to Section 4.05 or 9.07(c), and their respective
successors.

"Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as
amended, or any successor statute.

"Base Consolidated Financials" means the statement of consolidated
financial condition of Navistar Financial and its then Consolidated
Subsidiaries as of October 31, 1993 and the related statements of consolidated
income and retained earnings and consolidated cash flow for the Fiscal Year
then ended, together with the notes thereto, included in the 1993 Annual Report
and reported on by Deloitte & Touche.

"Base Rate" means, for any day, a rate per annum equal to the
higher of (i) the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus
the Federal Funds Rate for such day.

"Base Rate Loan" means a Committed Loan made or to be made as a
Base Rate Loan pursuant to the applicable Notice of Committed Borrowing or
Article IV.

"Base Rate Margin" has the meaning specified in Section 3.08(a).

"Benefit Arrangement" means at any time an employee benefit plan
within the meaning of Section 3(3) of ERISA which is not a Plan or a
Multiemployer Plan and which is maintained or otherwise contributed to by any
member of the ERISA Group; provided that the term "Benefit Arrangement" shall
not include any employee benefit plan maintained solely for employees or former
employees of the former Wisconsin Steel Division of Navistar Transportation or
any successor thereto.

4
<PAGE> 11
"Borrowing" has the meaning set forth in Section 1.03.

"Capital Loans to Dealers" means loans and advances made by
Navistar Financial and its Subsidiaries to dealers in products manufactured,
assembled or sold by Navistar Transportation or any Subsidiary of Navistar
Transportation, except (i) loans evidenced by Serviced Wholesale Notes or
Serviced Wholesale Accounts, (ii) loans evidenced by Dealer's Leased Truck
Notes or Dealer's Rental Truck Notes and (iii) loans evidenced by Dealer's
Equipment Notes.

"Capitalized Lease Obligation" means any lease obligation of a
lessee which, in accordance with generally accepted accounting principles
(including without limitation Statement of Financial Accounting Standards No.
13), is or should be capitalized on the books of the lessee. For purposes of
this Agreement, the amount of such obligation is the capitalized amount thereof
determined in accordance with such principles.

"CD Base Rate" has the meaning specified in Section 3.08(b).

"CD Loan" means a Committed Loan made or to be made as a CD Loan
pursuant to the applicable Notice of Committed Borrowing.

"CD Margin" has the meaning specified in Section 3.08(b).

"CD Reference Banks" means, subject to the provisions of Section
9.07(f), The Bank of Nova Scotia, NationsBank of North Carolina, N.A., and
Morgan.

"Co-arrangers" means the Banks listed as Co-arrangers on the
signature pages hereof, each in its capacity as a Co-arranger of the credit
facility provided under this Agreement.

"Collateral" means (i) the "Collateral" as defined in the NFC
Security Agreement and (ii) all of the collateral on which a Lien is granted to
Navistar Financial under each Intercompany Security Agreement, or any of the
foregoing.

"Collateral Trustee" means Bankers Trust Company, in its capacity
as trustee under the NFC Security Agreement, or any successor trustee
thereunder.

5
<PAGE> 12
"Combined Retail Losses to Liquidations Ratio" has the meaning
specified in Section 6.09.

"Commitment" means, with respect to each Bank, (i) the amount set
forth opposite the name of such Bank on the signature pages of this Amendment
(or, in the case of an Assignee which becomes a Bank after the Amendment
Effective Date pursuant to Section 4.05 or 9.07(c), the amount of the
assignor's Commitment assigned to it), in each case as such amount may be
reduced or increased from time to time pursuant to Section 3.10, 3.11, 4.05 or
9.07(c), or (ii) if the context so requires, the obligation of such Bank to
make Loans to Navistar Financial under this Agreement.

"Committed Loan" means a loan made by a Bank pursuant to Section
3.01.

"Consolidated Subsidiary" means at any time any Subsidiary of
Navistar Financial which is or should be consolidated with Navistar Financial
at such time for purposes of Navistar Financial's consolidated financial
statements, in accordance with generally accepted accounting principles as in
effect on October 31, 1993.

"Consolidated Tangible Net Worth" means at any date the
consolidated stockholder's equity of Navistar Financial and its Consolidated
Subsidiaries less, without duplication, (i) all Debt Discount Adjustments (if
any) applicable to Debt of Navistar Financial and its Consolidated
Subsidiaries, (ii) their consolidated Intangible Assets and (iii) all
Redeemable Preferred Stock (if any), all determined as of such date. For
purposes of this definition, "Intangible Assets" means the amount (to the
extent reflected in determining such consolidated stockholder's equity) of (A)
all Investments in Subsidiaries of Navistar Financial other than Consolidated
Subsidiaries, (B) all Investments in Harco Insurance to the extent that the
aggregate carrying value thereof on Navistar Financial's books exceeds
$57,000,000 and (C) all unamortized debt discount and expense, unamortized
deferred charges, goodwill, patents, trademarks, service marks, trade names,
copyrights, organization or developmental expenses and other intangible items.

"Credit Documents" means, collectively, this Agreement, the Notes
and the Security Documents.

"Credit Party" means, collectively, Navistar Financial, Harco
Leasing, Navistar Leasing, Harco Insurance, NFSC, NFRRC and TRIP, and each
other Subsidiary of Navistar

6
<PAGE> 13
Financial from time to time required to enter into a Security Document pursuant
to Section 6.14(a) or 6.20(c).

"Customary Securitization Undertaking" means, with respect to any
Person, any obligation of such Person under a Permitted Receivables Document
that is of a type customarily arising on the part of a seller or servicer of
receivables in securitization transactions of the same general type as the
transaction contemplated by such Permitted Receivables Document, including
without limitation, any obligation to (A) purchase or repurchase Receivables or
related assets upon the occurrence of certain events, (B) service Receivables
or related assets, (C) fund a spread or reserve account at the time of the sale
of Receivables, rights to receive income therefrom or undivided interests
therein or (D) indemnify other Persons; provided that the term "Customary
Securitization Undertaking" shall not include any obligation to the extent that
it (i) results from credit losses on receivables or (ii) constitutes a direct
obligation of such Person to repay any Debt issued or incurred by any other
Person or to indemnify any Person for losses resulting from the nonpayment of
any such Debt or to provide additional capital to, or maintain the financial
condition or otherwise support the credit of, the obligor in respect of such
Debt (except any obligation to provide additional funds to NFRRC under the
promissory note dated December 16, 1991 of Navistar Financial in the amount of
$16,366,674 issued to NFRRC or any obligation to provide additional funds to
TRIP under the Capital Contribution Agreement dated as of April 26, 1993
between Navistar Financial and TRIP, in each case, as in effect on November 4,
1994).

"Dealer's Equipment Note" means a Retail Note, signed by (i) a
dealer in products manufactured, assembled or sold by Navistar Transportation
or any Subsidiary of Navistar Transportation or (ii) an Affiliate of any such
dealer, to finance the purchase of equipment used by such dealer in connection
with the business of selling, distributing, leasing or renting one or more
trucks, buses or trailers or related parts and equipment; provided that such
Retail Note is secured by a perfected security interest in the equipment
financed thereby.

"Dealer's Leased Truck Note" means a Retail Note, signed by (i) a
dealer in products manufactured, assembled or sold by Navistar Transportation
or any Subsidiary of Navistar Transportation or (ii) an Affiliate of any such
dealer, to finance a truck or trailer that is leased to a Person (other than
any such dealer or an Affiliate of any such dealer) for a term longer than one
year; provided that

7
<PAGE> 14
such Retail Note is secured by a perfected security interest in both (A) the
truck or trailer and (B) the lessor's rights under the lease of such truck or
trailer.

"Dealer's Rental Truck Note" means a Retail Note, signed by (i) a
dealer in products manufactured, assembled or sold by Navistar Transportation
or any Subsidiary of Navistar Transportation or (ii) an Affiliate of any such
dealer, to finance a truck or trailer that is available for rent, or is rented,
to others; provided that the term "Dealer's Rental Truck Note" shall not
include any Dealer's Leased Truck Note.

"Debt" of any Person means at any date, without duplication, (i)
all obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments,
(iii) all Capitalized Lease Obligations of such Person, (iv) all Debt of others
Guaranteed by such Person and (v) all obligations (absolute or contingent) of
such Person to reimburse issuers of letters of credit, surety bonds or similar
obligations for payments made to repay, purchase or otherwise retire any Debt
referred to in the foregoing clauses (i) through (iv).

"Debt Discount Adjustment" means at any time, with respect to any
interest-bearing Debt for Borrowed Money of Navistar Financial or any
Consolidated Subsidiary, the amount (if any) by which (i) the full outstanding
principal amount of such Debt for Borrowed Money exceeds (ii) the amount of the
liability reflected on the books of Navistar Financial or such Consolidated
Subsidiary with respect to such Debt for Borrowed Money. Without limiting the
generality of the foregoing, it is understood that the concept of a "Debt
Discount Adjustment" would not apply to non-interest bearing commercial paper
issued at a discount or "zero coupon" bonds.

"Debt for Borrowed Money" means the types of Debt referred to in
clauses (i) and (ii) of the definition of "Debt".

"Debt Rating" means, at any time, a credit rating assigned to the
senior unsecured long-term debt securities of Navistar Financial without the
benefit of third-party credit enhancement or, if no such unsecured debt
securities are then outstanding, a credit rating assigned to the
publicly-traded senior long-term debt securities of Navistar Financial without
the benefit of third-party credit enhancement that are secured under the NFC
Security Agreement solely because the holders of such debt securities

8
<PAGE> 15
are entitled to be equally and ratably secured with the Banks thereunder.

"Default" means any condition or event which constitutes an Event
of Default or with the giving of notice or lapse of time or both would, unless
cured, become an Event of Default.

"Dollars" and "$" mean lawful money of the United States of
America.

"Domestic Business Day" means any day except a Saturday, Sunday or
other day on which commercial banks in Chicago or New York City are authorized
or required by law to close.

"Domestic Lending Office" means, as to each Bank, its office
located at its address set forth in its Administrative Questionnaire (or
identified in its Administrative Questionnaire as its Domestic Lending Office)
or such other office as such Bank has designated or may designate as its
Domestic Lending Office by notice to Navistar Financial and the Administrative
Agent; provided that any Bank may from time to time by notice to Navistar
Financial and the Administrative Agent designate separate Domestic Lending
Offices for its Base Rate Loans, on the one hand, and its CD Loans, on the
other hand, in which case all references in this Agreement to the Domestic
Lending Office of such Bank shall be deemed to refer to either or both of such
offices, as the context may require.

"Domestic Loans" means CD Loans or Base Rate Loans or both.

"Domestic Reserve Percentage" has the meaning specified in Section
3.08(b).

"ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time, or any successor statute.

"ERISA Group" means Navistar Financial and all members of a
controlled group of corporations and all trades and businesses (whether or not
incorporated) under common control which, together with Navistar Financial, are
treated as a single employer under Section 414 of the Internal Revenue Code.

"Euro-Dollar Business Day" means any Domestic Business Day on
which commercial banks are open for

9
<PAGE> 16
international business (including dealings in Dollar deposits) in London.

"Euro-Dollar Lending Office" means, as to each Bank, its office,
branch or affiliate located at its address set forth in its Administrative
Questionnaire (or identified in its Administrative Questionnaire as its
Euro-Dollar Lending Office) or such other office, branch or affiliate of such
Bank as it has designated or may designate as its Euro-Dollar Lending Office by
notice to Navistar Financial and the Administrative Agent.

"Euro-Dollar Loan" means a Committed Loan made or to be made as a
Euro-Dollar Loan pursuant to the applicable Notice of Committed Borrowing.

"Euro-Dollar Margin" has the meaning specified in Section 3.08(c).

"Euro-Dollar Reference Banks" means, subject to the provisions of
Section 9.07(f), the principal London offices of Swiss Bank Corporation, The
Northern Trust Company and Morgan.

"Euro-Dollar Reserve Percentage" has the meaning specified in
Section 3.08(c).

"Event of Default" has the meaning specified in Section 7.01.

"Excluded Asset" means (x) with respect to NFRRC, the
"Subordination Spread Account" (as defined in the Navistar Financial Grantor
Trusts Standard Terms and Conditions of Agreement effective December 1, 1991
between NFRRC and Navistar Financial and incorporated by reference in the 1991
NFRRC Pooling and Servicing Agreement) established in connection with the 1991
NFRRC Trust, any funds or other assets required to be held in such
Subordination Spread Account pursuant to the 1991 NFRRC Pooling and Servicing
Agreement and (y) with respect to any Special Purpose Subsidiary, any asset of
such Special Purpose Subsidiary that is permitted to be excluded from the Lien
of the Intercompany Security Agreement to which such Special Purpose Subsidiary
is a party pursuant to the proviso to Section 6.14(a)(i).

"Excluded Cash" has the meaning specified in Section 6.06.

"Excluded Subsidiaries" has the meaning specified in Section 6.06.

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<PAGE> 17
"Existing Credit Agreement" means the Amended and Restated Credit
Agreement dated as of April 26, 1993 among Navistar Financial, the banks and
co-agents party thereto and Morgan, as operating agent, as amended prior to the
Amendment Effective Date.

"Existing NFC Security Agreement" means the Security, Pledge and
Trust Agreement dated as of April 26, 1993 between Navistar Financial and the
Collateral Trustee, as amended prior to the Amendment Effective Date.

"Federal Funds Rate" means, for any day, the rate per annum
(rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Domestic
Business Day next succeeding such day, provided that (i) if such day is not a
Domestic Business Day, the Federal Funds Rate for such day shall be such rate
on such transactions on the next preceding Domestic Business Day as so
published on the next succeeding Domestic Business Day, and (ii) if no rate is
so published on such next succeeding Domestic Business Day, the Federal Funds
Rate for such day shall be the average rate quoted to Morgan (for its own
account) on such day on such transactions as determined by the Administrative
Agent.

"Federal Priority Lien" means (i) any Lien in respect of unpaid
taxes or assessments (other than a Permitted Tax Lien) filed by any federal
taxing authority against, or otherwise affecting the assets of, Navistar
Financial or any of its Subsidiaries or (ii) any Lien arising under Title I or
Title IV of ERISA filed under Section 6323(a) of the Internal Revenue Code (or
any successor provision) against, or otherwise affecting the assets of,
Navistar Financial or any of its Subsidiaries.

"Fiscal Quarter" means any fiscal quarter of Navistar Financial.

"Fiscal Year" means any fiscal year of Navistar Financial.

"Fixed Rate Loans" means CD Loans or Euro-Dollar Loans or Money
Market Loans (excluding Money Market LIBOR Loans bearing interest at the Base
Rate pursuant to Section 4.01) or any combination of the foregoing.

"Guarantee" by any Person means any agreement, undertaking or
arrangement, binding in law, by which such

11
<PAGE> 18
Person guarantees or becomes contingently liable with respect to any Debt of
any other Person (whether directly, or indirectly by way of an agreement to
purchase assets, goods, obligations, securities or services, or to provide
funds for payment, or to supply funds to or otherwise invest in the debtor or
otherwise to assure the creditor against loss), it being understood that
"Guarantee" shall not include any Customary Securitization Undertaking of such
Person. The term "Guarantee" used as a verb has a correlative meaning.

"Harco Insurance" means Harco National Insurance Company, a New
York corporation, and its successors.

"Harco Insurance Security Agreement" means the Secured Escrow
Agreement dated as of April 26, 1993 between Harco Insurance and Navistar
Financial, as in effect on the Amendment Effective Date, together with any
counterpart thereof or any additional documents or instruments executed and
delivered pursuant to Section 6.03(ii) in connection with any merger of Harco
National Insurance Company and Harco National Insurance Company of Illinois
after the Amendment Effective Date, as such agreement, documents and
instruments may be amended or supplemented from time to time as permitted by
Section 6.18.

"Harco Insurance Services" means Harco Insurance Services, Inc., a
Wisconsin corporation, and its successors.

"Harco Leasing" means Harco Leasing Company, Inc., a Delaware
corporation, and its successors.

"Harco Leasing Assignment" means the Blanket Assignment dated
November 1, 1981 from Harco Leasing to Navistar Financial, in the form
delivered to the Banks prior to November 3, 1994, as such assignment may be
amended or supplemented from time to time as permitted by Section 6.18.

"Harco Leasing Security Agreement" means the Intercompany Security
Agreement dated as of April 26, 1993 between Harco Leasing and Navistar
Financial, as such agreement may be amended or supplemented from time to time
as permitted by Section 6.18.

"hereunder", "hereby", "herein" and "hereof" refer to this
Agreement as a whole (including the exhibits attached hereto) and not merely to
the specific section or clause in which such word appears.

"Incumbent Board" has the meaning specified in Section 7.01(k).

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<PAGE> 19
"Initial Commitment" means, with respect to any Bank, such Bank's
initial commitment to make Loans under this Amended Credit Agreement, as
reflected in such Bank's commitment letter delivered to Navistar Financial,
with a copy to the Administrative Agent, on or before October 13, 1994.

"Intercompany Loan Agreements" means each agreement from time to
time creating or evidencing any Debt owing from time to time to Navistar
Financial from one of its Subsidiaries, as each such agreement may be amended
from time to time as permitted by Section 6.18.

"Intercompany Security Agreements" means the Harco Leasing
Security Agreement, the Harco Leasing Assignment, the Navistar Leasing Security
Agreement, the Harco Insurance Security Agreement, the NFSC Security Agreement,
the NFRRC Security Agreement, the TRIP Security Agreement and each other
security agreement entered into after the Amendment Effective Date between
Navistar Financial and a Subsidiary of Navistar Financial pursuant to Section
6.14(a) or 6.20(c), as each such agreement may be amended or supplemented from
time to time as permitted by Section 6.18.

"Intercompany Security Amendments" means amendments to the Harco
Leasing Security Agreement, the Harco Insurance Security Agreement, the NFSC
Security Agreement, the NFRRC Security Agreement and the TRIP Security
Agreement, in the respective forms of Exhibits P through T hereto.

"Interest Period" means: (1) with respect to each Euro-Dollar
Borrowing, the period commencing on the date of such Borrowing and ending one,
two, three or six months thereafter, as Navistar Financial may elect in the
applicable Notice of Borrowing; provided that:

(a) any Interest Period which would otherwise end on a day which
is not a Euro-Dollar Business Day shall be extended to the next succeeding
Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in
another calendar month, in which case such Interest Period shall end on
the next preceding Euro-Dollar Business Day;

(b) any Interest Period which begins on the last Euro-Dollar
Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the calendar month at the end of such
Interest Period) shall, subject to clause (c) below, end on the

13
<PAGE> 20
last Euro-Dollar Business Day of the relevant calendar month; and

(2) with respect to each CD Borrowing, the period commencing on the date of
such Borrowing and ending 30, 60, 90 or 180 days thereafter, as Navistar
Financial may elect in the applicable Notice of Borrowing; provided that:

(a) any Interest Period which would otherwise end on a day which
is not a Euro-Dollar Business Day shall be extended to the next succeeding
Euro-Dollar Business Day; and

(b) any Interest Period which would otherwise end after the
Termination Date shall end on the Termination Date.

(3) with respect to each Base Rate Borrowing, the period commencing on the
date of such Borrowing and ending 30 days thereafter; provided that:

(a) any Interest Period which would otherwise end on a day which
is not a Euro-Dollar Business Day shall be extended to the next succeeding
Euro-Dollar Business Day; and

(b) any Interest Period which would otherwise end after the
Termination Date shall end on the Termination Date.

(4) with respect to each Money Market LIBOR Borrowing, the period commencing
on the date of such Borrowing and ending such whole number of months thereafter
as Navistar Financial may elect in accordance with Section 3.03; provided that:

14
<PAGE> 21
Period) shall, subject to clause (c) below, end on the last Euro-Dollar
Business Day of a calendar month; and

(5) with respect to each Money Market Absolute Rate Borrowing, the period
commencing on the date of such Borrowing and ending such number of days
thereafter (but not less than 7 days) as Navistar Financial may elect in
accordance with Section 3.03; provided that:

(a) any Interest Period which would otherwise end on a day which
is not a Euro-Dollar Business Day shall be extended to the next succeeding
Euro-Dollar Business Day; and

(b) any Interest Period which would otherwise end after the
Termination Date shall end on the Termination Date.

"Interest Rate Agreement" has the meaning specified in the NFC
Security Agreement.

"Internal Revenue Code" means the Internal Revenue Code of 1986,
as amended from time to time, or any successor statute.

"Investment" means any investment in any Person, whether made by
means of a loan, advance, purchase of obligations or securities, capital
contribution or otherwise.

"Junior Lien" means any Lien on any Collateral (i) that does not
rank equal or prior to the Lien on such Collateral created under the relevant
Security Document (and would not so rank with the passage of time or if
Navistar Financial, the Collateral Trustee and the other Secured Parties had
actual knowledge or notice of such Lien) and (ii) the existence of which does
not interfere with the administration of any of the Collateral or the
enforcement of any Lien created under any Security Document in the manner
contemplated thereby; provided that, without limiting the generality of the
foregoing, no Lien filed pursuant to Title I or Title IV of ERISA or Section
6323 of the Internal Revenue Code (or any successor provisions) shall be deemed
to be a Junior Lien.

15
<PAGE> 22
"LIBOR Auction" means a solicitation of Money Market Quotes
setting forth Money Market Margins based on the London Interbank Offered Rate
pursuant to Section 3.03.

"Lien" means, with respect to any asset, (i) any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
asset or (ii) the interest of a vendor or lessor under any conditional sale
agreement, capital lease or other title retention agreement relating to such
asset.

"Loan" means a Domestic Loan or a Euro-Dollar Loan or a Money
Market Loan and "Loans" means Domestic Loans or Euro-Dollar Loans or Money
Market Loans or any combination of the foregoing.

"London Interbank Offered Rate" has the meaning specified in
Section 3.08(c).

"Majority Banks" means Banks having more than 50% of the aggregate
amount of the Commitments or, if the Commitments shall have expired or been
terminated, Banks holding more than 50% in aggregate unpaid principal amount of
the Notes.

"Marketable Securities" means (i) direct obligations of, or
obligations fully guaranteed as to principal and interest by, the United
States, (ii) commercial paper issued in the United States which is rated at
least A-1 by S&P or P-1 by Moody's, (iii) commercial paper issued in the United
States which is rated by at least two nationally recognized rating
organizations and is not rated below the two highest categories by any such
rating organization, (iv) time deposits with any Eligible Bank that is located
in a UCC Deposit Account Jurisdiction (as defined in the NFC Security
Agreement), (v) certificates of deposit issued by any Eligible Bank, (vi)
drafts accepted by any Eligible Bank or any other negotiable instrument
guaranteed or endorsed with full recourse by any Eligible Bank, (vii)
securities as to which ownership or the existence of a security interest is
evidenced by a book entry rather than a certificate, which securities represent
an interest or interests in any investment fund of any Eligible Bank and are
rated in the highest category by Moody's or S&P, (viii) repurchase agreements
with respect to Marketable Securities of the types specified in the foregoing
clauses (i), (v) and (vi), provided that the Collateral Trustee or its agent
(in the case of any such repurchase agreement entered into by Navistar
Financial), or Navistar Financial or its agent (in the case of any such
repurchase agreement entered into by a Subsidiary of Navistar Financial that is
not an Excluded

16
<PAGE> 23
Asset), takes immediate physical possession of such Marketable Securities (or,
in the case of securities as to which ownership or the existence of a security
interest is evidenced by a book entry, Navistar Financial complies with the
provisions of Section 4.02(c) of the NFC Security Agreement, or such Subsidiary
complies with the applicable provisions of the Intercompany Security Agreement
to which it is a party, as the case may be) and any confirmations related
thereto when Navistar Financial or such Subsidiary, as the case may be, enters
into such repurchase agreements, and (ix) commercial paper issued in Canada and
either (x) rated in the highest category by at least one rating organization
nationally recognized in Canada or (y) guaranteed by any Person whose
commercial paper is issued in the United States and rated as described in
clause (ii) or (iii) above; provided that (a) all such obligations, commercial
paper, certificates of deposit, drafts, instruments and repurchase agreements
are denominated in Dollars, (b) each such obligation, certificate of deposit,
draft and instrument (including those subject to repurchase agreements) matures
within six months after it is acquired by Navistar Financial or any of its
Subsidiaries, (c) each item of such commercial paper (including those subject
to repurchase agreements) matures within three months after it is acquired by
Navistar Financial or any of its Subsidiaries and (d) if any such obligation,
commercial paper, certificate of deposit, draft, instrument or repurchase
agreement (other than any Excluded Asset), or any obligor with respect thereto,
is located outside the United States, the Collateral Trustee shall have
received an Opinion of Counsel (as defined in the NFC Security Agreement) to
the effect that, upon the acquisition thereof by Navistar Financial or any of
its Subsidiaries, the Collateral Trustee (and, in the case of any such
acquisition by a Subsidiary of Navistar Financial, Navistar Financial) will
have a perfected security interest (or its equivalent under the laws of the
relevant jurisdiction) therein. For purposes of this definition, "Eligible
Bank" means any bank or trust company that has capital, surplus and undivided
profits aggregating at least $500,000,000 (or the equivalent amount in another
currency) and (i) whose short-term certificates of deposit are rated at least
A-1 by S&P or P-1 by Moody's or (ii) is a Bank.

"Master Intercompany Agreement" means the Master Intercompany
Agreement dated as of April 26, 1993 between Navistar Financial and Navistar
Transportation, in the form thereof delivered to the Banks before November 3,
1994, as such agreement may be amended from time to time as permitted by
Section 6.18.

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<PAGE> 24
"Material Plan" means at any time a Plan or Plans that have
aggregate Unfunded Liabilities in excess of $10,000,000.

"MBD Receivables Purchase Agreement" means the Amended and
Restated Purchase Agreement dated as of April 26, 1993 among TRIP, Navistar
Financial, the purchasers and the co-agents party thereto and J. P. Morgan
Delaware, as administrative agent, as such agreement may be amended or
supplemented from time to time.

"month" means a calendar month.

"Money Market Absolute Rate" has the meaning specified in Section
3.03(d).

"Money Market Absolute Rate Loan" means a loan made or to be made
by a Bank pursuant to an Absolute Rate Auction.

"Money Market Lending Office" means, as to each Bank, its Domestic
Lending Office or such other office, branch or affiliate of such Bank as it may
hereafter designate as its Money Market Lending Office by notice to Navistar
Financial and the Administrative Agent; provided that any Bank may from time to
time by notice to Navistar Financial and the Administrative Agent designate
separate Money Market Lending Offices for its Money Market LIBOR Loans, on the
one hand, and its Money Market Absolute Rate Loans, on the other hand, in which
case all references herein to the Money Market Lending Office of such Bank
shall be deemed to refer to either or both of such offices, as the context may
require.

"Money Market LIBOR Loan" means a loan made or to be made by a
Bank pursuant to a LIBOR Auction (including such a loan bearing interest at the
rate applicable to Base Rate Loans pursuant to Section 4.01).

"Money Market Loan" means a Money Market LIBOR Loan or a Money
Market Absolute Rate Loan.

"Money Market Margin" has the meaning set forth in Section 3.03(d).

"Money Market Quote" means an offer by a Bank to make a Money
Market Loan in accordance with Section 3.03.

"Moody's" means Moody's Investors Service, Inc.

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<PAGE> 25
"Morgan" means Morgan Guaranty Trust Company of New York.

"Multiemployer Plan" means at any time an employee pension benefit
plan within the meaning of Section 4001(a)(3) of ERISA to which any member of
the ERISA Group is then making or accruing an obligation to make contributions
or has within the preceding five plan years made contributions, including for
these purposes any Person which ceased to be a member of the ERISA Group during
such five year period; provided that the term "Multiemployer Plan" shall not
include any employee benefit plan to which contributions are or were being made
or accrued solely in respect of employees or former employees of the former
Wisconsin Steel Division of Navistar Transportation or any successor thereto.

"Navistar Financial" means Navistar Financial Corporation, a
Delaware corporation, and its successors.

"Navistar International" means Navistar International Corporation,
a Delaware corporation, and its successors.

"Navistar Leasing" means Navistar Leasing Corporation, a Delaware
corporation, and its successors.

"Navistar Leasing Security Agreement" means an Intercompany
Security Agreement between Navistar Leasing and Navistar Financial,
substantially in the form of Exhibit O-1 hereto (with such changes, consistent
with the provisions of Exhibit O-2 hereto as may be applicable), as such
agreement may be amended or supplemented from time to time as permitted by
Section 6.18.

"Navistar Transportation" means Navistar International
Transportation Corp., a Delaware corporation, and its successors.

"Net Losses on Serviced Retail Notes" has the meaning specified in
Section 6.09.

"NFC Security Agreement" means the Security, Pledge and Trust
Agreement dated as of April 26, 1993 between Navistar Financial and the
Collateral Trustee, as amended from time to time, including, with reference to
any time on or after the Amendment Effective Date, such agreement as amended
and supplemented as of the Amendment Effective Date pursuant to the NFC
Security Amendment and as such agreement may thereafter be further amended or
supplemented from time to time.

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<PAGE> 26
"NFC Security Amendment" means an amendment, amending and
supplementing the Existing NFC Security Agreement as of the Amendment Effective
Date, substantially in the form of Exhibit N-1 hereto.

"NFRRC" means Navistar Financial Retail Receivables Corporation, a
Delaware corporation, and its successors.

"NFRRC Clean-up Event" means the repurchase by NFRRC or Navistar
Financial, or the payment in full, of all Receivables sold by NFRRC to the 1991
NFRRC Trust.

"NFRRC Intercompany Advance Agreement" means the Intercompany
Advance Agreement dated as of December 16, 1991 between NFRRC and Navistar
Financial, as amended by the Amended and Restated Intercompany Advance
Agreement dated as of May 3, 1994 between NFRRC and Navistar Financial, in the
form thereof delivered to the Banks prior to November 3, 1994, as such
agreement may be amended from time to time as permitted by Section 6.18.

"NFRRC Security Agreement" means the Intercompany Security
Agreement dated as of April 26, 1993 between NFRRC and Navistar Financial, as
such agreement may be amended or supplemented from time to time as permitted by
Section 6.18.

"NFSC" means Navistar Financial Securities Corporation, a Delaware
corporation, and its successors.

"NFSC Security Agreement" means the Intercompany Security
Agreement dated as of April 26, 1993 between NFSC and Navistar Financial, as
such agreement may be amended or supplemented from time to time as permitted by
Section 6.18.

"1991 NFRRC Pooling and Servicing Agreement" means the Pooling and
Servicing Agreement dated as of December 1, 1991 among NFRRC, Navistar
Financial and The Bank of New York, as Trustee, as in effect on November 4,
1994.

"1991 NFRRC Trust" means the Navistar Financial 1991-1 Grantor
Trust created by NFRRC pursuant to the 1991 NFRRC Pooling and Servicing
Agreement.

"1993 Annual Report" means the Navistar Financial 1993 Annual
Report, in the form delivered to the Banks prior to November 3, 1994.

"Non-continuing Bank" means any bank that is a party to the
Existing Credit Agreement on November 4, 1994 but is not a party to this
Agreement.

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<PAGE> 27
"Notes" means promissory notes of Navistar Financial,
substantially in the form of Exhibit A hereto, evidencing the obligation of
Navistar Financial to repay the Loans, and "Note" means any of such promissory
notes.

"Notice of Borrowing" means a Notice of Committed Borrowing or a
Notice of Money Market Borrowing; provided that, when used with respect to
loans made under the Existing Credit Agreement, the term "Notice of Borrowing"
has the meaning specified in Section 3.02 thereof.

"Notice of Committed Borrowing" has the meaning specified in
Section 3.02.

"Notice of Money Market Borrowing" has the meaning specified in
Section 3.03(f).

"Office" has the meaning specified in Section 9.06(b).

"Option 2 Cap" means an interest rate cap agreement entered into
by Navistar Financial pursuant to Section 5.2 of the Warehousing Facility
Agreement satisfying the requirements of Section 5.2(b) thereof.

"Parent" means, with respect to any Bank, any Person controlling
such Bank.

"Participant" has the meaning set forth in Section 9.07(b).

"Past Due Serviced Retail Notes" has the meaning specified in
Section 6.09.

"Past Due Serviced Wholesale Receivables" has the meaning
specified in Section 6.08.

"PBGC" means the Pension Benefit Guaranty Corporation or any
entity succeeding to any or all of its functions under ERISA.

"Permitted Receivables Document" means any document to which
Navistar Financial or any Subsidiary of Navistar Financial is a party that (i)
complies with the provisions of Section 6.20(a) and (ii) relates to a sale or
transfer by Navistar Financial or such Subsidiary of Receivables, undivided
interests therein or rights to receive income therefrom; provided that such
sale or transfer is made or to be made in accordance with Section 6.14, to the
extent applicable thereto.

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<PAGE> 28
"Permitted Tax Lien" means any of the following: (i) any Lien in
respect of unpaid taxes or assessments (other than income taxes and any other
taxes for which Affiliates of Harco Insurance or Harco Insurance Services are
jointly and severally liable) filed against, or otherwise affecting the assets
of, Harco Insurance or Harco Insurance Services; (ii) any Junior Lien securing
obligations of Navistar Financial or any of its Subsidiaries in respect of
taxes or assessments that is created by any order of attachment, distraint,
execution or similar legal process in connection with court proceedings, so
long as (A) the asset subject to such Lien has not been foreclosed upon or
otherwise seized, attached or levied against or put up for sale and (B) no
action has been taken by the holder of the obligation secured by such Lien, or
any Person acting on behalf of such holder, to foreclose upon the asset subject
to such Lien unless such action is dismissed or stayed within 30 days; (iii)
any Junior Lien in respect of taxes, assessments or other governmental charges
which are not yet due or are being contested in good faith by appropriate
proceedings; and (iv) any Lien on marketable securities or equipment not
covered by the foregoing clauses (i) through (iii) that is permitted by Section
6.16(a)(ix) or Section 6.16(c)(iv).

"Person" means an individual, a corporation, a partnership, an
association, a trust or any other entity or organization, including a
government or political subdivision or an agency or instrumentality thereof.

"Plan" means at any time an employee pension benefit plan (other
than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to
the minimum funding standards under Section 412 of the Internal Revenue Code
and either (i) is maintained, or contributed to, by any member of the ERISA
Group for employees or former employees of any member of the ERISA Group or
(ii) has at any time within the preceding five years been maintained, or
contributed to, by any Person which was at such time a member of the ERISA
Group for employees or former employees of any Person which was at such time a
member of the ERISA Group; provided that the term "Plan" shall not include any
employee benefit plan maintained solely for employees or former employees of
the former Wisconsin Steel Division of Navistar Transportation or any successor
thereto.

"Preferred Stock" of any Person means shares of any class of
capital stock of such Person (no matter how designated) having a preference
over shares of any other class of capital stock of such Person with respect to
the

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<PAGE> 29
payment of dividends or with respect to any liquidation or dissolution of such
Person.

"Prime Rate" means the rate of interest publicly announced by
Morgan in New York City from time to time as its Prime Rate.

"Receivables" means, as the context may require, either (i) all
assets of the types classified under the heading "Finance Receivables" on the
statement of consolidated financial condition included in the Base Consolidated
Financials or (ii) the aggregate Unpaid Balances thereof.

"Redeemable Preferred Stock" means Preferred Stock of Navistar
Financial which is required, or at the option of the holder may be required, to
be redeemed or repurchased at any time.

"Reference Banks" means the CD Reference Banks or the Euro-Dollar
Reference Banks, as the context may require, and "Reference Bank" means any one
of such Reference Banks, provided that, for purposes only of Section 9.07(f),
the term "Reference Banks" shall include each Schedule 3 Reference Bank (as
defined on Schedule 3 hereto).

"Refunding Borrowing" means a Committed Borrowing which, after
application of the proceeds thereof, results in no net increase in the
aggregate outstanding principal amount of the Committed Loans of any Bank.

"Required Banks" means at any time Banks having at least 66 2/3%
of the aggregate amount of the Commitments or, if the Commitments shall have
expired or been terminated, Banks holding at least 66 2/3% in aggregate unpaid
principal amount of the Notes.

"Restricted Payment" has the meaning specified in Section 6.19(c).

"Retail Accounts" means, as the context may require, (i) all
Accounts, except Wholesale Accounts, or (ii) the aggregate Unpaid Balances of
such Accounts.

"Retail Notes" means, as the context may require, either (i) all
assets of the types classified under the subheading "Truck" under the heading
"Retail notes and lease financing" in Note 5 to the Base Consolidated
Financials or (ii) the aggregate Unpaid Balances thereof; provided that the
term "Retail Notes" shall include notes payable to Navistar Financial by Harco
Leasing or Navistar Leasing and

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<PAGE> 30
shall not include the related leases between Harco Leasing or Navistar Leasing
and their respective lessees.

"Retail Receivables" means Retail Notes and Retail Accounts.

"S&P" means Standard & Poor's Ratings Group.

"Secured Obligations" has the meaning specified in the NFC
Security Agreement.

"Secured Parties" has the meaning specified in the NFC Security
Agreement.

"Security Documents" means, collectively, the NFC Security
Agreement and each Intercompany Security Agreement.

"Senior Officer" means the president, any vice president, the
treasurer or the controller of Navistar Financial.

"Senior Secured Obligations" has the meaning specified in Section
6.16(a).

"Serviced Retail Accounts" means at any time, as the context may
require, (i) all outstanding Retail Accounts which Navistar Financial (or any
Subsidiary of Navistar Financial) owns at such time or which Navistar Financial
(or any such Subsidiary) has theretofore sold and continues to have an economic
interest in (through a right to receive payment of deferred purchase price, an
undivided interest in a trust or otherwise) at such time or (ii) the Unpaid
Balances thereof.

"Serviced Retail Liquidations" has the meaning specified in
Section 6.09.

"Serviced Retail Notes" means at any time, as the context may
require, (i) all outstanding Retail Notes which Navistar Financial, NFRRC, TRIP
or any other Subsidiary of Navistar Financial owns at such time or which
Navistar Financial, NFRRC, TRIP or any other Subsidiary of Navistar Financial
has theretofore sold and continues to have an economic interest in (through a
right to receive payment of deferred purchase price, an undivided interest in a
trust or otherwise) at such time or (ii) the Unpaid Balances thereof.

"Serviced Retail Receivables" means Serviced Retail Notes and
Serviced Retail Accounts.

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<PAGE> 31
"Serviced Wholesale Accounts" means at any time, as the context
may require, (i) all outstanding Wholesale Accounts which Navistar Financial,
NFSC or any other Subsidiary of Navistar Financial owns at such time or which
Navistar Financial, NFSC or any other Subsidiary of Navistar Financial has
theretofore sold and continues to have an economic interest in (through a right
to receive payment of deferred purchase price, an undivided interest in a trust
or otherwise) at such time or (ii) the Unpaid Balances thereof.

"Serviced Wholesale Notes" means at any time, as the context may
require, (i) all outstanding Wholesale Notes which Navistar Financial, NFSC or
any other Subsidiary of Navistar Financial owns at such time or which Navistar
Financial, NFSC or any other Subsidiary of Navistar Financial has theretofore
sold and continues to have an economic interest in (through ownership of a
seller certificate, a right to receive payment of deferred purchase price, an
undivided interest in a trust or otherwise) at such time or (ii) the Unpaid
Balances thereof.

"Serviced Wholesale Receivables" means Serviced Wholesale Notes
and Serviced Wholesale Accounts.

"Special Purpose Subsidiary" means (i) any Subsidiary of Navistar
Financial existing on November 4, 1994 or thereafter organized, the sole
business of which is to acquire Receivables and related rights from Navistar
Financial and to transfer or pledge such Receivables and related rights or
rights to receive income therefrom as a means of financing Navistar Financial's
business and to engage in other activities that are incidental thereto and (ii)
Navistar Leasing, so long as it (A) is a Subsidiary of Navistar Financial and
(B) has a certificate of incorporation or amended certificate of incorporation
that limits its corporate activities substantially as set forth on Schedule 5
hereto.

"Subordinated Debt" means Debt for Borrowed Money of Navistar
Financial that is by its terms expressly subordinated to all Secured
Obligations (except Subordinated Secured Obligations) pursuant to subordination
provisions at least as favorable to the holders of such Secured Obligations as
the subordination provisions set forth in Exhibit J hereto, or other
subordination provisions approved in writing by the Required Banks.

"Subordinated Secured Obligations" means at any time (i) the
8-7/8% Senior Subordinated Notes of Navistar Financial due November 15, 1998 if
they are then outstanding and (ii) any other Secured Obligations then
outstanding that

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<PAGE> 32
are subordinated to the Notes and to each other Secured Obligation that is not
by its terms subordinate and junior to other indebtedness of Navistar
Financial, pursuant to subordination provisions at least as favorable to the
Banks and the holders of such other Secured Obligations as those set forth in
Exhibit J hereto.

"Subsidiary" of any Person means any corporation or other entity
of which securities or other ownership interests having ordinary voting power
to elect a majority of the board of directors or other persons performing
similar functions are at the time directly or indirectly owned by such Person.

"Supermajority Banks" means at any time Banks having at least 85%
of the aggregate amount of the Commitments or, if the Commitments shall have
expired or been terminated, Banks holding at least 85% in aggregate unpaid
principal amount of the Notes.

"Tax Allocation Agreement" means the Tax Allocation Agreement
effective October 1, 1981 between and among Navistar Transportation and certain
of its Subsidiaries, as amended, in the form thereof delivered to the Banks
before November 3, 1994 and as such agreement may be further amended and
supplemented from time to time as permitted by Section 6.18.

"Tax Payment" has the meaning specified in Section 6.19(c).

"Termination Date" means October 31, 1998.

"Third Party Senior Obligations" means at any date the sum,
without duplication, of (i) the aggregate principal or face amount of all Debt
of Navistar Financial outstanding on such date except (x) Subordinated Debt and
(y) Debt owing by Navistar Financial to Navistar International, Navistar
Transportation or any of their respective Subsidiaries, (ii) the aggregate
amount of all Debt Discount Adjustments applicable to Debt included in clause
(i) as of such date and (iii) the aggregate amount of all other Secured
Obligations outstanding on such date except (x) Subordinated Secured
Obligations and (y) obligations in respect of Interest Rate Agreements.

"(Three-Month Total)", when used with respect to any type of
Receivables (or portions thereof) at the end of any month, means the sum of the
aggregate Unpaid Balances of such type of Receivables (or portions thereof) at
the end of

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<PAGE> 33
such month and at the end of each of the immediately preceding two months.

"Total Consolidated Debt" has the meaning specified in Section
6.11.

"TRIP" means Truck Retail Instalment Paper Corp., a Delaware
corporation, and its successors.

"TRIP Receivables Purchase Agreement" means the Intercompany
Purchase Agreement dated as of April 26, 1993 between Navistar Financial and
TRIP, as such agreement may be amended or supplemented from time to time.

"TRIP Security Agreement" means the Intercompany Security
Agreement dated as of April 26, 1993 between TRIP and Navistar Financial, as
such agreement may be amended or supplemented from time to time as permitted by
Section 6.18.

"Unfunded Liabilities" means, with respect to any Plan at any
time, the amount (if any) by which (i) the present value of all benefits under
such Plan exceeds (ii) the fair market value of all Plan assets allocable to
such benefits (excluding any accrued but unpaid contributions), all determined
as of the then most recent valuation date for such Plan or, if such Plan has
then been terminated, the date of such termination; but only to the extent that
such excess represents a potential liability of a member of the ERISA Group to
the PBGC or any other Person under Title IV of ERISA.

"Unpaid Balance" means at any time (i) with respect to any
Serviced Retail Note, the unpaid amount thereof at such time, including all
finance income, whether or not earned, and other amounts due or to become due
thereunder, except interest payments not already included in scheduled
installments, late payment charges, delinquency charges, extension fees and
collection fees, (ii) with respect to any Serviced Wholesale Note (or
installment thereof), the unpaid principal amount thereof at such time and
(iii) with respect to any Serviced Wholesale Account or Serviced Retail
Account, the net balance of such Account at such time.

"Unpaid NITC Amount" has the meaning specified in Section 6.19(c).

"Warehousing Collateral" means the collateral securing Warehousing
Debt pursuant to the Warehousing Facility Agreement, including without
limitation, any spread account or reserve required to be established under the

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<PAGE> 34
Warehousing Facility Agreement; provided that in no event will the TRIP
Holdback or the TRIP Residual Interest (in each case as defined in Schedule 2
hereto) constitute Warehousing Collateral.

"Warehousing Debt" means as of any date Debt of TRIP owing to the
ABCP Trust under the Warehousing Facility Agreement with respect to which (i)
no Credit Party (other than TRIP) has any liability, absolute or contingent,
direct or indirect, provided that, for purposes of the foregoing, no Credit
Party shall be deemed to have any liability with respect to any such Debt
solely as a result of any Customary Securitization Undertaking of such Credit
Party, and (ii) recourse for payment thereof is expressly limited to the
Warehousing Collateral.

"Warehousing Facility Agreement" means a Loan and Security
Agreement between TRIP and the ABCP Trust, substantially in the form of the
most recent draft thereof delivered to the Banks on or before November 3, 1994,
as such agreement may be amended or supplemented from time to time.

"Wholesale Accounts" means, as the context may require, (i) all
Accounts with respect to which the obligor is (A) a dealer in or distributor of
products manufactured, assembled or sold by Navistar Transportation or any
Subsidiary of Navistar Transportation or (B) a manufacturer which incorporates,
in its products, products manufactured, assembled or sold by Navistar
Transportation or any Subsidiary of Navistar Transportation or (ii) the
aggregate Unpaid Balances of such Accounts.

"Wholesale Notes" means, as the context may require, (i) all
assets of the types classified under the heading "Wholesale notes" in Note 5 to
the Base Consolidated Financials or (ii) the aggregate Unpaid Balances thereof.

"Wholesale Receivables" means Wholesale Notes and Wholesale
Accounts.

SECTION 1.02. Accounting Terms and Classifications;
Interpretation. (a) Unless otherwise specified herein, all accounting terms
used herein shall be interpreted, all accounting classifications and
determinations hereunder shall be made, and all amounts relevant in determining
whether Navistar Financial is complying with the covenants contained herein
shall be calculated, in accordance with generally accepted accounting
principles as in effect on October 31, 1993, applied on a basis consistent with
the Base Consolidated Financials. All

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<PAGE> 35
financial statements delivered to the Banks hereunder shall be prepared in
accordance with generally accepted accounting principles as in effect from time
to time, applied on a basis consistent with the Base Consolidated Financials
except for changes approved by Navistar Financial's independent public
accountants; provided that, if any such change results in a material difference
from statements prepared in accordance with the accounting principles used in
preparing the Base Consolidated Financials, the financial statements and
compliance certificates delivered pursuant to Section 6.01 after such change
occurs shall be accompanied by reconciliations of such differences.

(b) References in this Agreement to the term "sale" with respect
to any transfer of Receivables, rights to receive income therefrom or undivided
interests therein are deemed to include any transfer which purports to be a
sale on the face of the agreement governing such transfer, without regard to
whether such transfer would constitute a "true sale" under applicable legal
principles. The terms "sell" and "sold" have correlative meanings.

SECTION 1.03. Types of Borrowings. The term "Borrowing" denotes
the aggregation of Loans of one or more Banks to be made to Navistar Financial
pursuant to Article III on a single date and for a single Interest Period.
Borrowings are classified for purposes of this Agreement either by reference to
the pricing of Loans comprising such Borrowing (e.g., a "Euro-Dollar Borrowing"
is a Borrowing comprised of Euro-Dollar Loans) or by reference to the
provisions of Article III under which participation therein is determined
(i.e., a "Committed Borrowing" is a Borrowing under Section 3.01 in which all
Banks participate in proportion to their Commitments, while a "Money Market
Borrowing" is a Borrowing under Section 3.03 in which the Bank participants are
determined on the basis of their bids in accordance therewith).

SECTION 1.04. Debt Ratings. For all purposes of this Agreement,
including without limitation, Schedule 1 hereto, if a debt rating (including
any Debt Rating) of any relevant securities by S&P, Moody's or any other
nationally recognized rating organization is required to be at or above a
specified level, then:

(i) if the rating organization issuing such debt rating shall
have changed its system of classifications after November 4, 1994, the
requirement will be met if the debt rating by such rating agency is at or
above the new rating which most closely corresponds to the specified level
under the old rating system;

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<PAGE> 36
(ii) a change in such debt rating will become effective for purposes
of such requirement on the Domestic Business Day following the date on
which the relevant rating agency publicly announces such change;

(iii) in the case of any rating of short-term debt securities by S&P, a
rating of A-1+ shall be deemed to be the same "category" as a rating of
A-1;

(iv) in the case of any rating of short-term debt securities by Duff &
Phelps Credit Rating Co., a rating of D-1+ shall be deemed to be the same
"category" as a rating of D-1; and

(v) in the case of any rating of short-term debt securities by Fitch
Investors Service Inc., a rating of F-1+ shall be deemed to be the same
"category" as a rating of F-1.

ARTICLE II

EFFECTIVENESS OF THIS AMENDMENT

SECTION 2.01. Conditions to Effectiveness. This Amendment shall
become effective on the date on which all of the following conditions to
effectiveness shall be satisfied or waived in accordance with Section 9.05 (but
shall not become effective unless such date is before November 30, 1994):

(a) the Administrative Agent shall have received from each of
Navistar Financial, the Banks, the Co-arrangers and the Administrative
Agent (i) a counterpart of this Amendment signed by such party or (ii) a
telex or facsimile transmission stating that such party has signed a
counterpart of this Amendment and sent it to the Administrative Agent;

(b) the Administrative Agent shall have received a duly executed
Note for the account of each Bank dated on or before the Amendment
Effective Date complying with the provisions of Section 3.06;

(c) the Amended Parents' Side Agreement shall have been duly
executed and delivered by Navistar International and Navistar
Transportation and shall be in full force and effect on the Amendment
Effective Date and the Administrative Agent shall have received an executed
copy thereof;

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<PAGE> 37
(d) (i) each of the NFC Security Amendment, the Navistar Leasing
Security Agreement and the Intercompany Security Amendments shall have been
duly executed and delivered by each of the parties thereto and shall be in
full force and effect on the Amendment Effective Date and the
Administrative Agent shall have received an executed copy of each of the
foregoing, (ii) the Collateral Trustee shall have received (A) stock
certificates representing all of the capital stock of Navistar Leasing, (B)
all promissory notes evidencing Intercompany Debt (as defined in the NFC
Security Agreement) payable by Navistar Leasing to Navistar Financial and
(C) all Special Purpose Subsidiary Certificates (as defined in the NFC
Security Agreement) issued to NFRRC, TRIP or NFSC and not previously
delivered to the Collateral Trustee, in each case, duly endorsed or
accompanied by duly executed and undated instruments of transfer and
assignment in blank so as to be in suitable form for transfer by
endorsement and delivery by the Collateral Trustee, (iii) all other action
reasonably requested by the Collateral Trustee to create, preserve,
perfect, confirm or validate the Liens under the Security Documents shall
have been taken and (iv) Navistar Leasing shall have duly executed and
delivered the Tax Allocation Agreement and the Administrative Agent shall
have received an executed copy thereof;

(e) the Administrative Agent shall have received certified copies
of resolutions of the board of directors of each of the Credit Parties
authorizing the execution, delivery and performance by such Credit Party of
the Credit Documents and Intercompany Security Amendments to which it is a
party and, in the case of Navistar Financial, this Amendment and the NFC
Security Amendment;

(f) (A) no Default (as defined in the Existing Credit Agreement)
shall have occurred and be continuing on the Amendment Effective Date, (B)
no Default (as defined in this Amended Credit Agreement) shall have
occurred and be continuing on the Amendment Effective Date, (C) the
representations and warranties of each Credit Party contained in each
Credit Document (other than the Existing Credit Agreement) and each
Intercompany Security Amendment to which it is a party and, in the case of
Navistar Financial, the NFC Security Amendment shall be true and correct on
and as of the Amendment Effective Date; and (D) the Administrative Agent
shall have received a certificate signed by a Senior Officer to the effect
set forth in

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<PAGE> 38
the foregoing subclauses (A), (B) and (C) and to the effect that the
conditions specified in clauses (c), (d) and (r) of this Section have been
satisfied as of the Amendment Effective Date;

(g) the Administrative Agent shall have received a certificate
setting forth the name and certifying the genuine signature of each officer
of each Credit Party authorized to sign the Credit Documents to which it is
a party and amendments thereto, and to effect transactions under the Credit
Documents to which it is a party, and authorizing the Administrative Agent
and the Banks to rely conclusively on such certificate until notified by
Navistar Financial to the contrary;

(h) the Administrative Agent shall have received certified copies
of resolutions of the board of directors of Navistar Transportation
authorizing the execution, delivery and performance by Navistar
Transportation of the Amended Parents' Side Agreement;

(i) the Administrative Agent shall have received a certificate
setting forth the name and certifying the genuine signature of each officer
of Navistar Transportation authorized to sign the Amended Parents' Side
Agreement;

(j) the Administrative Agent shall have received certified copies
of resolutions of the board of directors of Navistar International
authorizing the execution, delivery and performance by Navistar
International of the Amended Parents' Side Agreement;

(k) the Administrative Agent shall have received a certificate
setting forth the name and certifying the genuine signature of each officer
of Navistar International authorized to sign the Amended Parents' Side
Agreement;

(l) the Administrative Agent shall have received from William W.
Jones, General Counsel of Navistar Financial, an opinion substantially in
the form of Exhibit K-1 hereto, accompanied by a copy of each opinion of
other counsel referred to therein;

(m) the Administrative Agent shall have received from Kirkland &
Ellis, special counsel for the Credit Parties, an opinion substantially in
the form of Exhibit K-2 hereto, accompanied by a copy of each opinion of
other counsel referred to therein;

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<PAGE> 39
(n) the Administrative Agent shall have received from Davis Polk
& Wardwell, special counsel for the Administrative Agent, an opinion
substantially in the form of Exhibit L hereto;

(o) the Administrative Agent shall have received (i) for the
account of the Banks, the fees payable on the Amendment Effective Date
pursuant to Section 3.09(b) and (ii) for the account of each of the
Administrative Agent and the Co-arrangers (or their affiliates) fees
payable on the Amendment Effective Date in the amounts previously agreed
between Navistar Financial and the Administrative Agent or such
Co-arranger, as the case may be;

(p) the Administrative Agent shall have received evidence
satisfactory to it of payment of all amounts due and payable by Navistar
Financial on the Amendment Effective Date under Section 9.03;

(q) the Administrative Agent shall have received evidence
satisfactory to it of the repayment in full, or arrangements satisfactory
for the repayment in full, of all loans outstanding under the Existing
Credit Agreement on the Amendment Effective Date, together with interest
thereon accrued to such date and all commitment and other fees accrued
under the Existing Credit Agreement to such date;

(r) the ABCP Liquidity Facility Agreement shall have been duly
executed and delivered by each of the parties thereto and shall be in full
force and effect and the Administrative Agent shall have received an
executed copy thereof;

(s) the Administrative Agent shall have received evidence
satisfactory to it of the termination of the commitments of the purchasers
under the MBD Receivables Purchase Agreement;

(t) the Administrative Agent shall have received the written
consent of each Non-continuing Bank to this Amendment, in substantially the
form of Exhibit U hereto;

(u) the Administrative Agent shall have received copies,
certified by a Senior Officer, of all consents, if any, necessary in
connection with the execution and delivery of this Amendment and the
performance of the Amended Credit Agreement;

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<PAGE> 40
(v) the Administrative Agent shall have received a certificate of
a Senior Officer to the effect that (i) there has been no amendment, waiver
or modification of any provision of the Master Intercompany Agreement, the
Tax Allocation Agreement or the NFRRC Intercompany Advance Agreement since
the respective forms thereof delivered to the Banks before November 3, 1994
except any amendment of the Tax Allocation Agreement permitted under
Section 6.14(a)(iii) entered into with respect to any Special Purpose
Subsidiary in connection with the ABCP Transaction Documents and (ii)
attached copies of such agreements being true, complete and correct copies
thereof as in full force and effect on the Amendment Effective Date; and

(w) the Administrative Agent shall have received all documents it
may reasonably request relating to the existence of the Credit Parties,
Navistar Transportation and Navistar International and the corporate
authority for and validity of each of the Credit Documents and the Amended
Parents' Side Agreement, all in form and substance satisfactory to it.

The certificates, opinions and consents referred to in items (e) through (n),
(u) and (v) above shall be dated the Amendment Effective Date.

SECTION 2.02. Consequences of Effectiveness. (a) On the
Amendment Effective Date the Existing Credit Agreement will be automatically
amended to read as this Amended Credit Agreement reads.

(b) On and after the Amendment Effective Date, the rights and
obligations of the parties hereto shall be governed by the provisions of this
Amended Credit Agreement, and the rights and obligations of the parties under
the Existing Credit Agreement with respect to the period prior to the Amendment
Effective Date shall continue to be governed by the provisions thereof as in
effect prior to the Amendment Effective Date except that (i) all loans
outstanding under the Existing Credit Agreement shall be due and payable on the
Amendment Effective Date, (ii) all interest and commitment fees accrued to but
not including the Amendment Effective Date shall be due and payable on the
Amendment Effective Date and (iii) the commitment of each Non-continuing Bank
under the Existing Credit Agreement shall terminate on the Amendment Effective
Date.

SECTION 2.03. Notice of Amendment Effective Date. Promptly after
this Amendment becomes effective, the

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<PAGE> 41
Administrative Agent shall notify Navistar Financial and each Bank of the fact
that this Amendment is effective and of the Amendment Effective Date.

ARTICLE III

THE REVOLVING CREDIT

SECTION 3.01. Commitments to Lend. Each Bank severally agrees,
on the terms and conditions set forth in this Amended Credit Agreement, to make
loans to Navistar Financial from time to time on and after the Amendment
Effective Date and before the Termination Date; provided that the aggregate
outstanding principal amount of all Committed Loans made by such Bank under
this Agreement shall not at any time exceed the amount of such Bank's
Commitment. Each Borrowing under this Section shall be in an aggregate
principal amount of $10,000,000 or any larger multiple of $1,000,000 in the
case of any Domestic Borrowing and $25,000,000 or any larger multiple of
$1,000,000 in the case of any Euro-Dollar Borrowing (except that any such
Borrowing may be in the aggregate amount available in accordance with Section
3.05(e)). Each Borrowing under this Section shall be made from the several
Banks ratably in proportion to their respective Commitments. Within the
foregoing limits, Navistar Financial may borrow under this Section, repay, or
to the extent permitted by Section 3.12, prepay Loans and reborrow under this
Section at any time on and after the Amendment Effective Date and before the
Termination Date.

SECTION 3.02. Notice of Committed Borrowing. (a) Navistar
Financial shall give the Administrative Agent notice, substantially in the form
of Exhibit B-1 or B-2 hereto, as applicable (a "Notice of Committed
Borrowing"), (i) no later than 11:00 A.M. (New York City time) on the date of
each Base Rate Borrowing, (ii) no later than 10:00 A.M. (New York City time) on
the second Domestic Business Day prior to each CD Borrowing and (iii) no later
than 11:00 A.M. (New York City time) on the third Euro-Dollar Business Day
prior to each Euro-Dollar Borrowing, specifying:

(i) the date of such Borrowing, which shall be a Domestic
Business Day in the case of a Domestic Borrowing or a Euro-Dollar Business
Day in the case of a Euro-Dollar Borrowing,

(ii) the aggregate amount of such Borrowing, which shall comply
with the provisions of Section 3.01,

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<PAGE> 42
(iii) whether the Loans comprising such Borrowing are to be CD Loans,
Base Rate Loans or Euro-Dollar Loans; provided that Loans to be made less
than 30 days before the Termination Date shall not be CD Loans, and

(iv) in the case of a Fixed Rate Borrowing, the duration of the
Interest Period applicable to such Borrowing, subject to the provisions of
the definition of "Interest Period".

If Navistar Financial wishes to borrow Loans of different types or different
maturities on the same day, such Notice of Committed Borrowing shall include
the foregoing information with respect to each such Borrowing. If any
statement set forth in any numbered paragraph of any Notice of Committed
Borrowing ceases to be true and correct at any time before the time of any
Borrowing to which such Notice of Borrowing relates, Navistar Financial will
give the Administrative Agent immediate notice thereof. Promptly upon receipt
of such notice, the Administrative Agent shall notify each Bank of the contents
thereof.

(b) If, by 11:00 A.M. (New York City time) on the maturity date
of any Borrowing outstanding under this Agreement, Navistar Financial has not
given the Administrative Agent either (i) a Notice of Borrowing for a Borrowing
on such maturity date pursuant to subsection (a) of this Section 3.02 or
Section 3.03(f) or (ii) a notice stating that Navistar Financial does not
intend to borrow hereunder on such maturity date, then, notwithstanding the
provisions of subsection (a) of this Section, Navistar Financial shall be
deemed to have given the Administrative Agent a Notice of Committed Borrowing
specifying that Navistar Financial intends to borrow on such maturity date an
aggregate amount of Base Rate Loans equal to the aggregate outstanding
principal amount of Loans maturing on such date.

SECTION 3.03. Money Market Borrowings.

(a) The Money Market Option. In addition to Committed Borrowings
pursuant to Section 3.01, at any time that Navistar Financial has Debt Ratings
of BB or higher by S&P and Ba3 or higher by Moody's, Navistar Financial may, as
set forth in this Section, request the Banks on and after the Amendment
Effective Date and before the Termination Date to make Money Market Loans to
Navistar Financial. The Banks may, but shall have no obligation to, make such
offers and Navistar Financial may, but shall have no obligation to, accept any
such offers in the manner set forth in this Section.

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<PAGE> 43
(b) Money Market Quote Request. When Navistar Financial wishes
to request offers to make Money Market Loans under this Section, it shall
transmit to the Administrative Agent by telex or facsimile transmission a Money
Market Quote Request substantially in the form of Exhibit C hereto so as to be
received no later than 10:30 A.M. (New York City time) on (x) the fifth
Euro-Dollar Business Day prior to the date of Borrowing proposed therein, in
the case of a LIBOR Auction or (y) the Domestic Business Day next preceding the
date of Borrowing proposed therein, in the case of an Absolute Rate Auction
(or, in either case, such other time or date as Navistar Financial and the
Administrative Agent shall have mutually agreed and shall have notified to the
Banks not later than the date of the Money Market Quote Request for the first
LIBOR Auction or Absolute Rate Auction for which such change is to be
effective) specifying:

(i) the proposed date of Borrowing, which shall be a Euro-Dollar
Business Day in the case of a LIBOR Auction or a Domestic Business Day in
the case of an Absolute Rate Auction,

(ii) the aggregate amount of such Borrowing, which shall be
$10,000,000 or a larger multiple of $1,000,000 in the case of a Money
Market Absolute Rate Borrowing and $25,000,000 or a larger multiple of
$1,000,000 in the case of a Money Market LIBOR Borrowing,

(iii) the duration of the Interest Period applicable thereto,
subject to the provisions of the definition of Interest Period, and

(iv) whether the Money Market Quotes requested are to set forth a
Money Market Margin or a Money Market Absolute Rate.

Navistar Financial may request offers to make Money Market Loans for more than
one Interest Period in a single Money Market Quote Request. No Money Market
Quote Request shall be given within five Euro-Dollar Business Days (or such
other number of days as Navistar Financial and the Administrative Agent may
agree) of any other Money Market Quote Request.

(c) Invitation for Money Market Quotes. Promptly upon receipt of
a Money Market Quote Request, the Administrative Agent shall send to the Banks
by telex or facsimile transmission an Invitation for Money Market Quotes
substantially in the form of Exhibit D hereto, which shall constitute an
invitation by Navistar Financial to each Bank

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<PAGE> 44
to submit Money Market Quotes offering to make the Money Market Loans to which
such Money Market Quote Request relates in accordance with this Section.

(d) Submission and Contents of Money Market Quotes. (i) Each
Bank may submit a Money Market Quote containing an offer or offers to make
Money Market Loans in response to any Invitation for Money Market Quotes. Each
Money Market Quote must comply with the requirements of this subsection (d) and
must be submitted to the Administrative Agent by telex or facsimile
transmission at its offices specified in or pursuant to Section 9.01 not later
than (x) 2:00 P.M. (New York City time) on the fourth Euro-Dollar Business Day
prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y)
9:30 A.M. (New York City time) on the proposed date of Borrowing, in the case
of an Absolute Rate Auction (or, in either case, such other time or date as
Navistar Financial and the Administrative Agent shall have mutually agreed and
shall have notified to the Banks not later than the date of the Money Market
Quote Request for the first LIBOR Auction or Absolute Rate Auction for which
such change is to be effective); provided that Money Market Quotes submitted by
the Administrative Agent (or any affiliate of the Administrative Agent) in the
capacity of a Bank may be submitted, and may only be submitted, if the
Administrative Agent or such affiliate notifies Navistar Financial of the terms
of the offer or offers contained therein not later than (x) one hour prior to
the deadline for the other Banks, in the case of a LIBOR Auction or (y) 15
minutes prior to the deadline for the other Banks, in the case of an Absolute
Rate Auction. Subject to Section 3.05 and Article VII, any Money Market Quote
so made shall be irrevocable except with the written consent of the
Administrative Agent given on the instructions of Navistar Financial.

(ii) Each Money Market Quote shall be in substantially the form
of Exhibit E hereto and shall in any case specify:

(A) the proposed date of Borrowing,

(B) the principal amount of the Money Market Loan for which each
such offer is being made, which principal amount (w) may be greater than or
less than the Commitment of the quoting Bank, (x) must be $5,000,000 or a
larger multiple of $1,000,000, (y) may not exceed the principal amount of
Money Market Loans for which offers were requested, and (z) may be subject
to an aggregate limitation as to the principal amount

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<PAGE> 45
of Money Market Loans for which offers being made by such quoting Bank may
be accepted,

(C) in the case of a LIBOR Auction, the margin above or below the
applicable London Interbank Offered Rate (the "Money Market Margin")
offered for each such Money Market Loan, expressed as a percentage
(specified to the nearest 1/10,000th of 1%) to be added to or subtracted
from such base rate,

(D) in the case of an Absolute Rate Auction, the rate of interest
per annum (specified to the nearest 1/10,000th of 1%) (the "Money Market
Absolute Rate") offered for each such Money Market Loan, and

(E) the identity of the quoting Bank.

A Money Market Quote may set forth up to five separate offers by the quoting
Bank with respect to each Interest Period specified in the related Invitation
for Money Market Quotes.

(iii) Any Money Market Quote shall be disregarded if it:

(A) is not substantially in conformity with Exhibit E hereto or
does not specify all of the information required by subsection (d)(ii);

(B) contains qualifying, conditional or similar language except
as permitted by subsection (d)(ii)(B)(z) of this Section;

(D) arrives after the time set forth in subsection (d)(i).

(e) Notice to Navistar Financial. The Administrative Agent shall
promptly notify Navistar Financial of the terms (x) of any Money Market Quote
submitted by a Bank that is in accordance with subsection (d) and (y) of any
Money Market Quote that amends, modifies or is otherwise inconsistent with a
previous Money Market Quote submitted by such Bank with respect to the same
Money Market Quote Request. Any such subsequent Money Market Quote shall be
disregarded by the Administrative Agent unless such subsequent Money Market
Quote is submitted solely to correct a manifest error in such former Money

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<PAGE> 46
Market Quote. The Administrative Agent's notice to Navistar Financial shall
specify (A) the aggregate principal amount of Money Market Loans for which
offers have been received for each Interest Period specified in the related
Money Market Quote Request, (B) the respective principal amounts and Money
Market Margins or Money Market Absolute Rates, as the case may be, so offered
and (C) if applicable, limitations on the aggregate principal amount of Money
Market Loans for which offers in any single Money Market Quote may be accepted.

(f) Acceptance and Notice by Navistar Financial. Not later than
10:30 A.M. (New York City time) on (x) the third Euro-Dollar Business Day prior
to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) the
proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in
either case, such other time or date as Navistar Financial and the
Administrative Agent shall have mutually agreed and shall have notified to the
Banks not later than the date of the Money Market Quote Request for the first
LIBOR Auction or Absolute Rate Auction for which such change is to be
effective), Navistar Financial shall notify the Administrative Agent of its
acceptance or non-acceptance of the offers so notified to it pursuant to
subsection (e). In the case of acceptance, such notice (a "Notice of Money
Market Borrowing") shall be substantially in the form of Exhibit F hereto and
shall specify the aggregate principal amount of offers for each Interest Period
that are accepted. Navistar Financial may accept any Money Market Quote in
whole or in part; provided that:

(i) the aggregate principal amount of each Money Market Borrowing
may not exceed the applicable amount set forth in the related Money Market
Quote Request,

(ii) the principal amount of each Money Market Borrowing must be
$10,000,000 or a larger multiple of $1,000,000 in the case of a Money
Market Absolute Rate Borrowing and $25,000,000 or a larger multiple of
$1,000,000 in the case of a Money Market LIBOR Borrowing,

(iii) acceptance of offers may only be made on the basis of
ascending Money Market Margins or Money Market Absolute Rates, as the
case may be, and

(iv) Navistar Financial may not accept any offer that is
described in subsection (d)(iii) or that otherwise fails to comply with
the requirements of this Agreement.

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If any statement set forth in any numbered paragraph of any Notice of Money
Market Borrowing ceases to be true and correct at any time before the time of
any Borrowing to which such Notice of Borrowing relates, Navistar Financial
will give the Administrative Agent immediate notice thereof. Promptly upon
receipt of such notice, the Administrative Agent shall notify each Bank whose
Money Market Quote has been accepted in connection with such Borrowing of the
contents of such notice.

(g) Allocation by Administrative Agent. If offers are made by
two or more Banks with the same Money Market Margins or Money Market Absolute
Rates, as the case may be, for a greater aggregate principal amount than the
amount in respect of which such offers are accepted for the related Interest
Period, the principal amount of Money Market Loans in respect of which such
offers are accepted shall be allocated by the Administrative Agent among such
Banks as nearly as possible (in multiples of $1,000,000, as the Administrative
Agent may deem appropriate) in proportion to the aggregate principal amounts of
such offers. Determinations by the Administrative Agent of the amounts of
Money Market Loans shall be conclusive in the absence of manifest error.

SECTION 3.04. Notice to Banks; Funding of Loans.

(a) Promptly after a Notice of Borrowing is given (or, pursuant
to Section 3.02(b), deemed to have been given) to the Administrative Agent, the
Administrative Agent shall notify each Bank of the contents thereof and of such
Bank's ratable share (if any) of each Borrowing specified therein and such
Notice of Borrowing shall not thereafter be revocable by Navistar Financial.

(b) Not later than 1:00 p.m. (New York City time) on the date of
each Borrowing, each Bank participating therein shall (except as provided in
subsection (d) of this Section) make available its share of such Borrowing, in
Federal or other funds immediately available in New York City, to the
Administrative Agent at its address referred to in Section 9.01. Unless the
Administrative Agent determines that any applicable condition specified in
Section 3.05 has not been satisfied, the Administrative Agent will make the
funds so received from the Banks available to Navistar Financial at the
Administrative Agent's aforesaid address.

(c) Unless the Administrative Agent receives notice from a Bank,
at the Administrative Agent's address referred to in Section 9.01, prior to the
date of any Borrowing (or in the case of a Base Rate Borrowing, prior to

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<PAGE> 48
12:00 noon (New York City time) on the date of such Borrowing), stating that
such Bank will not make available its share of such Borrowing, the
Administrative Agent shall be entitled to assume that such Bank will make its
share available on the date of such Borrowing in accordance with subsections
(b) and (d) of this Section and, in reliance on such assumption, the
Administrative Agent shall be entitled (but shall not be required) to make a
corresponding amount available to Navistar Financial on such date. If the
Administrative Agent makes such corresponding amount available and such Bank
does not in fact make its share available on such date, the Administrative
Agent shall be entitled to recover such corresponding amount on demand from
such Bank or from Navistar Financial (and for such purpose shall be entitled to
charge such amount to any account maintained by Navistar Financial with the
Administrative Agent), in each case together with interest thereon, for each
day from and including the date of such Borrowing to but excluding the date
such funds are repaid to the Administrative Agent, at the Federal Funds Rate
for such day; provided that, if the Administrative Agent determines that a
higher rate is required to recover its cost of funding such corresponding
amount and notifies such Bank and Navistar Financial of such higher rate, such
interest shall be calculated at such higher rate. If the Administrative Agent
recovers such amount from such Bank, then the corresponding amount made
available by the Administrative Agent to Navistar Financial shall be treated as
a Loan by such Bank to Navistar Financial as of the date it was made available
to Navistar Financial. If the Administrative Agent recovers such amount from
Navistar Financial, then such amount shall be treated as a temporary advance by
the Administrative Agent to Navistar Financial pursuant to this subsection (c),
and not as a Loan by such Bank.

(d) If any Bank makes a new Loan hereunder on a day on which
Navistar Financial is to repay all or any part of an outstanding Loan from such
Bank, such Bank shall apply the proceeds of its new Loan to make such repayment
and only an amount equal to the difference (if any) between the amount being
borrowed and the amount being repaid shall be made available by such Bank to
the Administrative Agent as provided in subsection (b) of this Section, or
remitted by Navistar Financial to the Administrative Agent as provided in
Section 3.13(a), as the case may be.

SECTION 3.05. Conditions to Borrowings. The obligation of each
Bank to make a Loan on the occasion of each Borrowing is subject to the
satisfaction of the following conditions:

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(a) the fact that the Administrative Agent shall have received
(or be deemed, pursuant to Section 3.02(b), to have received) a Notice of
Borrowing as required by Section 3.02 or 3.03, as the case may be;

(b) the fact that, immediately after such Borrowing, (A) in the
case of a Refunding Borrowing, no Event of Default and no other Default
referred to in clause (a) of Section 7.01 shall have occurred and be
continuing and (B) in the case of any other Borrowing, no Event of Default
specified in clause (f) or (g) of Section 7.01 and no Default referred to
in any other clause of Section 7.01 shall have occurred and be continuing;

(c) the fact that the representations and warranties of each
Credit Party contained in the Credit Documents to which it is a party will
be true on and as of the date of such Borrowing, except (A) in the case of
any Borrowing, the representation and warranty set forth in Section 5.04(d)
and (B) in the case of any Refunding Borrowing, the representations and
warranties set forth in Section 5.05 and any other representation (except
any representation set forth in Section 5.06 or 5.08 with respect to a
Federal Priority Lien) as to which (1) the consequences of such
representation being incorrect shall be susceptible of remedy in all
material respects, (2) such Credit Party is diligently attempting to remedy
such consequences and (3) no Event of Default specified in Section 7.01(g)
with respect to such representation shall have occurred;

(d) unless Navistar Financial shall have Debt Ratings of BBB- or
higher by S&P and Baa3 or higher by Moody's, the fact that Third Party
Senior Obligations shall not exceed the Asset Base immediately after such
Borrowing but giving effect to any use of the proceeds thereof on the date
of such Borrowing or on the next succeeding Domestic Business Day;

(e) the fact that, immediately after such Borrowing, the
aggregate outstanding principal amount of the Loans will not exceed the
aggregate amount of the Commitments; and

(f) with respect to any Money Market Borrowing, the fact that
Navistar Financial shall have Debt Ratings of BB or higher by S&P and Ba3
or higher by Moody's.

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SECTION 3.06. Notes. (a) The Loans of each Bank shall be
evidenced by a single Note payable to the order of such Bank for the account of
its Applicable Lending Office in an amount equal to the aggregate unpaid
principal amount of such Bank's Loans.

(b) Each Bank may, by notice given to Navistar Financial and the
Administrative Agent, request that its Loans of a particular type be evidenced
by a separate Note in an amount equal to the aggregate unpaid principal amount
of such Loans. Each such Note shall be in substantially the form of Exhibit A
hereto, with appropriate modifications to reflect the fact that it evidences
solely Loans of the relevant type. Each reference in this Agreement to the
"Note" of such Bank shall be deemed to refer to and include any or all of such
Notes, as the context may require.

(c) Upon receipt of each Bank's Note pursuant to Section 2.01(b),
the Administrative Agent shall forward such Note to such Bank. Each Bank shall
record the date, amount, type and maturity of each Loan made by it and the date
and amount of each payment of principal made by Navistar Financial with respect
thereto, and may, if such Bank so elects in connection with any transfer or
enforcement of its Note, endorse on the schedule forming a part thereof
appropriate notations to evidence the foregoing information with respect to
each such Loan then outstanding; provided that any failure of any Bank to make
any such recordation or endorsement, or any error in any such recordation or
endorsement, shall not affect the obligations of Navistar Financial under this
Agreement or under such Note. Each Bank is hereby irrevocably authorized by
Navistar Financial so to endorse its Note and to attach to and make a part of
its Note a continuation of any such schedule as and when required.

SECTION 3.07. Maturity of Loans. Each Loan included in any
Borrowing shall mature, and the principal amount thereof shall be due and
payable, on the last day of the Interest Period applicable to such Borrowing.

SECTION 3.08. Interest Rates. (a) Each Base Rate Loan shall
bear interest on the outstanding principal amount thereof, for each day from
the date such Loan is made until it becomes due, at a rate per annum equal to
the sum of the Base Rate and the Base Rate Margin. The "Base Rate Margin"
means a rate per annum determined in accordance with Schedule 1 hereto. Such
interest shall be payable for each Interest Period on the last day thereof.
Subject to subsection (h) of this Section, any overdue principal of and, to the
extent permitted by law, overdue interest on any

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<PAGE> 51
Base Rate Loan shall bear interest, payable on demand, for each day until paid
at a rate per annum equal to the sum of 1% plus the rate otherwise applicable
to Base Rate Loans for such day.

(b) Each CD Loan shall bear interest on the outstanding principal
amount thereof, for the Interest Period applicable thereto, at a rate per annum
equal to the sum of the CD Margin plus the applicable Adjusted CD Rate. Such
interest shall be payable for each Interest Period on the last day thereof and,
if such Interest Period is longer than 90 days, 90 days after the first day
thereof. Subject to subsection (h) of this Section, any overdue principal of
and, to the extent permitted by law, overdue interest on any CD Loan shall bear
interest, payable on demand, for each day until paid at a rate per annum equal
to the sum of 1% plus the higher of (i) the sum of the CD Margin plus the
Adjusted CD Rate applicable to such Loan and (ii) the rate applicable to Base
Rate Loans for such day.

"CD Margin" means a rate per annum determined in accordance with
Schedule 1 hereto.

The "Adjusted CD Rate" applicable to any Interest Period means a
rate per annum determined pursuant to the following formula:

[ CDBR ]*
ACDR = [ ---------- ] + AR
[ 1.00 - DRP ]

ACDR = Adjusted CD Rate
CDBR = CD Base Rate
DRP = Domestic Reserve Percentage
AR = Assessment Rate

__________
* The amount in brackets being rounded upwards, if
necessary, to the next higher 1/100 of 1%

The "CD Base Rate" applicable to any Interest Period is the rate
of interest determined by the Administrative Agent to be the average (rounded
upward, if necessary, to the next higher 1/100 of 1%) of the prevailing rates
per annum bid at 10:00 A.M. (New York City time) (or as soon thereafter as
practicable) on the first day of such Interest Period by two or more New York
certificate of deposit dealers of recognized standing for the purchase at face
value from each CD Reference Bank of its certificates of deposit in an amount
comparable to the unpaid principal

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amount of the CD Loan of such CD Reference Bank to which such Interest Period
applies and having a maturity comparable to such Interest Period.

"Domestic Reserve Percentage" means for any day that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement (including without limitation any
basic, supplemental or emergency reserves) for a member bank of the Federal
Reserve System in New York City with deposits exceeding five billion Dollars in
respect of new non-personal time deposits in Dollars in New York City having a
maturity comparable to the related Interest Period and in an amount of $100,000
or more. The Adjusted CD Rate shall be adjusted automatically on and as of the
effective date of any change in the Domestic Reserve Percentage.

"Assessment Rate" means for any day the annual assessment rate in
effect on such day which is payable by a member of the Bank Insurance Fund
classified as adequately capitalized and within supervisory subgroup "A" (or a
comparable successor assessment risk classification) within the meaning of 12
C.F.R. Section 327.3(e) (or any successor provision) to the Federal Deposit
Insurance Corporation (or any successor) for such Corporation's (or such
successor's) insuring time deposits at offices of such institution in the
United States. The Adjusted CD Rate shall be adjusted automatically on and as
of the effective date of any change in the Assessment Rate.

(c) Each Euro-Dollar Loan shall bear interest on the outstanding
principal amount thereof, for the Interest Period applicable thereto, at a rate
per annum equal to the sum of the Euro-Dollar Margin plus the applicable
Adjusted London Interbank Offered Rate. Such interest shall be payable for
each Interest Period on the last day thereof and, if such Interest Period is
longer than three months, three months after the first day thereof.

"Euro-Dollar Margin" means a rate per annum determined in
accordance with Schedule 1 hereto.

The "Adjusted London Interbank Offered Rate" applicable to any
Interest Period means a rate per annum equal to the quotient obtained (rounded
upwards, if necessary, to the next higher 1/100 of 1%) by dividing (i) the
applicable London Interbank Offered Rate by (ii) 1.00 minus the Euro-Dollar
Reserve Percentage.

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The "London Interbank Offered Rate" applicable to any Interest
Period means the average (rounded upward, if necessary, to the next higher 1/16
of 1%) of the respective rates per annum at which deposits in Dollars are
offered to each of the Euro-Dollar Reference Banks in the London interbank
market at approximately 11:00 A.M. (London time) two Euro-Dollar Business Days
before the first day of such Interest Period in an amount approximately equal
to the principal amount of the Euro-Dollar Loan of such Euro-Dollar Reference
Bank to which such Interest Period is to apply and for a period of time
comparable to such Interest Period.

"Euro-Dollar Reserve Percentage" means for any day that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement for a member bank of the Federal
Reserve System in New York City with deposits exceeding five billion Dollars in
respect of "Eurocurrency liabilities" (or in respect of any other category of
liabilities which includes deposits by reference to which the interest rate on
Euro-Dollar Loans is determined or any category of extensions of credit or
other assets which includes loans by a non-United States office of any Bank to
United States residents). The Adjusted London Interbank Offered Rate shall be
adjusted automatically on and as of the effective date of any change in the
Euro-Dollar Reserve Percentage.

(d) Subject to subsection (h) of this Section, any overdue
principal of or, to the extent permitted by law, interest on any Euro-Dollar
Loan shall bear interest, payable on demand, for each day from and including
the date payment thereof was due to but excluding the date of actual payment,
at a rate per annum equal to the sum of 1% plus the applicable Euro-Dollar
Margin plus the quotient obtained (rounded upward, if necessary, to the next
higher 1/100 of 1%) by dividing (i) the average (rounded upward, if necessary,
to the next higher 1/16 of 1%) of the respective rates per annum at which one
day (or, if such amount due remains unpaid more than three Euro-Dollar Business
Days, then for such other period of time not longer than six months as the
Administrative Agent may select) deposits in Dollars in an amount approximately
equal to such overdue payment due to each of the Euro-Dollar Reference Banks
are offered to such Euro-Dollar Reference Bank in the London interbank market
for the applicable period determined as provided above by (ii) 1.00 minus the
Euro-Dollar Reserve Percentage (or, if the circumstances described in clause
(i) or (ii) of Section 4.01 shall exist, at a rate per annum

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equal to the sum of 1% plus the rate applicable to Base Rate Loans for such
day).

(e) Subject to Section 4.01, each Money Market LIBOR Loan shall
bear interest on the outstanding principal amount thereof, for the Interest
Period applicable thereto, at a rate per annum equal to the sum of the London
Interbank Offered Rate for such Interest Period (determined in accordance with
Section 3.08(c) as if the related Money Market LIBOR Borrowing were a Committed
Euro-Dollar Borrowing) plus (or minus) the Money Market Margin quoted by the
Bank making such Loan in accordance with Section 3.03. Each Money Market
Absolute Rate Loan shall bear interest on the outstanding principal amount
thereof, for the Interest Period applicable thereto, at a rate per annum equal
to the Money Market Absolute Rate quoted by the Bank making such Loan in
accordance with Section 3.03. Such interest shall be payable for each Interest
Period on the last day thereof and, if such Interest Period is longer than
three months, at intervals of three months after the first day thereof.
Subject to subsection (h) of this Section, any overdue principal of or interest
on any Money Market Loan shall bear interest, payable on demand, for each day
until paid at a rate per annum equal to the sum of 1% plus the rate applicable
to Base Rate Loans for such day.

(f) The Administrative Agent shall determine each interest rate
applicable to the Loans under this Agreement. The Administrative Agent shall
give prompt notice to Navistar Financial and the participating Banks by telex
or cable of each rate of interest so determined, and its determination thereof
shall be conclusive in the absence of manifest error. If and when requested by
Navistar Financial, the Administrative Agent shall advise Navistar Financial of
the CD Base Rate quoted by each CD Reference Bank and the London Interbank
Offered Rate quoted by each Euro-Dollar Reference Bank.

(g) Each Reference Bank agrees to use its best efforts to furnish
quotations to the Administrative Agent as contemplated by this Section 3.08.
If any Reference Bank does not furnish a timely quotation, the Administrative
Agent shall determine the relevant interest rate on the basis of the quotation
or quotations furnished by the remaining Reference Bank or Banks or, if none of
such quotations is available on a timely basis, the provisions of Section 4.01
shall apply.

(h) Notwithstanding any other provision of this Section to the
contrary, if (i) notice of any Federal Priority Lien shall have been filed and
Navistar Financial

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is unable to borrow a Refunding Borrowing hereunder solely by reason of such
filing, and (ii) the principal of any Loan shall become due within a period of
30 days after such filing and shall not be paid on the date when due, any
interest accruing on such Loan between the day it becomes due and the end of
such 30-day period shall be due and payable on the last day of such 30-day
period.

SECTION 3.09. Fees. (a) Navistar Financial shall pay to the
Administrative Agent for the account of the Banks ratably a facility fee at the
Facility Fee Rate (determined daily in accordance with Schedule 1 hereto).
Such facility fee shall accrue (i) from and including the Amendment Effective
Date to but excluding the Termination Date (or earlier date of termination of
the Commitments in their entirety) on the daily aggregate amount of the
Commitments (whether used or unused) and (ii) from and including the
Termination Date or such earlier date of termination to but excluding the date
the Loans shall be repaid in their entirety on the daily aggregate outstanding
principal amount of the Loans. Accrued facility fees shall be paid quarterly
on each March 31, June 30, September 30 and December 31 and on the date when
the Commitments terminate in their entirety (and, if later, the date the Loans
shall be repaid in their entirety).

(b) On the Amendment Effective Date, Navistar Financial shall pay
to the Administrative Agent for the account of each Bank a fee calculated by
multiplying such Bank's Commitment by the applicable Participation Fee
Percentage determined with reference to such Bank's Initial Commitment in
accordance with Schedule 4 hereto.

SECTION 3.10. Optional Termination or Reduction of Commitments.
Navistar Financial may, upon at least three Domestic Business Days' notice to
the Administrative Agent, terminate the Commitments at any time if no Loans are
outstanding at such time, or ratably reduce from time to time by an aggregate
amount of $25,000,000 or any larger multiple of $1,000,000 the aggregate amount
of the Commitments in excess of the aggregate outstanding principal amount of
the Loans. Any such reduction or termination shall be permanent, and the
Administrative Agent shall promptly notify each Bank of any such reduction or
termination under this Section.

SECTION 3.11. Mandatory Termination of Commitments. The
Commitments shall terminate on the Termination Date, and any Loans then
outstanding (together with accrued interest thereon) shall be due and payable
on such date.

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SECTION 3.12. Optional Prepayments. (a) Subject in the case of
any Fixed Rate Borrowing to Section 3.14, Navistar Financial may (i) upon
notice to the Administrative Agent not later than 10:00 A.M. (New York City
time) on the date of prepayment, prepay any Base Rate Borrowing (or any Money
Market Borrowing bearing interest at the rate applicable to Base Rate Loans
pursuant to Section 4.01), (ii) upon at least two Domestic Business Days'
notice to the Administrative Agent, prepay any CD Borrowing or (iii) upon at
least two Euro-Dollar Business Days' notice to the Administrative Agent, prepay
any Euro-Dollar Borrowing, in each case in whole at any time, or from time to
time in part in amounts aggregating $10,000,000 or any larger multiple of
$1,000,000, by paying the principal amount to be prepaid together with accrued
interest thereon to the date of prepayment (which shall be a Domestic Business
Day, in the case of any prepayment of a Domestic Borrowing, and a Euro-Dollar
Business Day, in the case of any prepayment of a Euro-Dollar Borrowing). Each
such optional prepayment shall be applied to prepay ratably the Loans of the
several Banks included in such Borrowing.

(b) Except as provided in subsection (a) of this Section,
Navistar Financial may not prepay all or any portion of the principal amount of
any Money Market Loan before the maturity thereof.

(c) Upon receiving a notice of prepayment under this Section, the
Administrative Agent shall promptly notify each Bank of the contents thereof
and of such Bank's ratable share of such prepayment and such notice shall not
thereafter be revocable by Navistar Financial.

SECTION 3.13. General Provisions as to Payments. (a) Except as
provided in Section 3.04(d), Navistar Financial shall make each payment of
principal of, and interest on, the Loans and of fees under this Agreement, not
later than 11:00 A.M. (New York City time) on the date when due, in Federal or
other funds immediately available in New York City, to the Administrative Agent
at its address referred to in Section 9.01 for the account of the Banks. The
Administrative Agent will promptly distribute to each Bank its ratable share,
if any, of each such payment received by the Administrative Agent for the
account of the Banks. Whenever any payment of principal of, or interest on,
the Domestic Loans or of fees shall be due on a day which is not a Domestic
Business Day, the date for payment thereof shall be extended to the next
succeeding Domestic Business Day. Whenever any payment of principal of, or
interest on, the Euro-Dollar Loans or Money Market LIBOR Loans shall be due on
a day which is not a Euro-Dollar

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Business Day, the date for payment thereof shall be extended to the next
succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls
in another calendar month, in which case the date for payment thereof shall be
the next preceding Euro-Dollar Business Day. Whenever any payment of principal
of, or interest on, the Money Market Absolute Rate Loans shall be due on a day
which is not a Euro-Dollar Business Day, the date for payment thereof shall be
extended to the next succeeding Euro-Dollar Business Day. If the date for any
payment of principal is extended by operation of law or otherwise, interest
thereon shall be payable for such extended time.

(b) Unless the Administrative Agent shall have received notice
from Navistar Financial prior to the date on which any payment is due to the
Banks hereunder that Navistar Financial will not make such payment in full, the
Administrative Agent may assume that Navistar Financial has made such payment
in full to the Administrative Agent on such date and the Administrative Agent
may, in reliance upon such assumption, cause to be distributed to each Bank on
such due date an amount equal to the amount then due such Bank. If and to the
extent that Navistar Financial shall not have so made such payment, each Bank
shall repay to the Administrative Agent forthwith on demand such amount
distributed to such Bank together with interest thereon, for each day from the
date such amount is distributed to such Bank until the date such Bank repays
such amount to the Administrative Agent, at the Federal Funds Rate.

SECTION 3.14. Funding Losses. (a) If Navistar Financial makes
any payment of principal with respect to any CD Loan or Euro- Dollar Loan
pursuant to Section 3.12 on any day other than the last day of the Interest
Period applicable thereto and the applicable notice of prepayment shall contain
a certification by a Senior Officer that such prepayment is required in order
for Navistar Financial to comply with the covenant contained in Section 6.10,
Navistar Financial shall pay to each Bank on demand an amount calculated as set
forth in Schedule 3 hereto. The parties hereto agree that such amount is a
reasonable estimate of the funding loss that will be incurred by each Bank in
connection with any such prepayment and is not a penalty.

(b) If (i) Navistar Financial makes any payment of principal with
respect to any Fixed Rate Loan (pursuant to Article III, IV or VII or otherwise
(except any prepayment to which subsection (a) of this Section applies) on any
day other than the last day of the Interest Period applicable thereto, or the
end of an applicable period fixed pursuant to Section 3.08(d), (ii) Navistar
Financial fails

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to borrow or prepay any Fixed Rate Loan after notice has been given to any Bank
in accordance with Section 3.04(a) or 3.12(c) or (iii) Navistar Financial
requires a Bank to assign its rights with respect to any Fixed Rate Loan to a
substitute Bank pursuant to Section 4.05 on any day other than the last day of
the Interest Period applicable to such Loan, Navistar Financial shall reimburse
each Bank on demand for any resulting loss or expense incurred by it (or by any
existing or prospective Participant in the related Loan), including (without
limitation) any loss incurred in obtaining, liquidating or employing deposits
from third parties, but excluding loss of margin for the period after such
payment or failure to borrow or required assignment, provided that such Bank
shall have delivered to Navistar Financial a certificate as to the amount of
such loss or expense.

SECTION 3.15. Computation of Interest and Fees. Interest based
on the Prime Rate under this Agreement shall be computed on the basis of a year
of 365 days (or 366 days in a leap year) and paid for the actual number of days
elapsed (including the first day but excluding the last day). All other
interest and fees shall be computed on the basis of a year of 360 days and paid
for the actual number of days elapsed (including the first day but excluding
the last day).

SECTION 3.16. Withholding Tax Exemption. At least five Domestic
Business Days before the first date on which interest or fees are payable under
this Amended Credit Agreement for the account of any Bank, each Bank that is
not incorporated under the laws of the United States of America or a state
thereof agrees that it will deliver to each of Navistar Financial and the
Administrative Agent two duly completed copies of United States Internal
Revenue Service Form 1001 or 4224, certifying in either case that such Bank is
entitled to receive payments under this Agreement and the Notes without
deduction or withholding of any United States federal income taxes. Each Bank
which so delivers a Form 1001 or 4224 further undertakes to deliver to each of
Navistar Financial and the Administrative Agent two additional copies of such
form (or a successor form) on or before the date that such form expires or
becomes obsolete or after the occurrence of any event requiring a change in the
most recent form so delivered by it, and such amendments thereto or extensions
or renewals thereof as may be reasonably requested by Navistar Financial or the
Administrative Agent, in each case certifying that such Bank is entitled to
receive payments under this Agreement and the Notes without deduction or
withholding of any United States federal income taxes, unless an event
(including without

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limitation any change in treaty, law or regulation) has occurred prior to the
date on which any such delivery would otherwise be required which renders all
such forms inapplicable or which would prevent such Bank from duly completing
and delivering any such form with respect to it and such Bank advises Navistar
Financial and the Administrative Agent that it is not capable of receiving such
payments without any deduction or withholding of United States federal income
tax.

ARTICLE IV

CHANGE IN CIRCUMSTANCES
AFFECTING FIXED RATE LOANS

SECTION 4.01. Basis for Determining Interest Rate Inadequate or
Unfair. If on or before the first day of any Interest Period for any Fixed
Rate Borrowing:

(i) the Administrative Agent is advised by the CD Reference Banks
or the Euro-Dollar Reference Banks or the Majority Banks that deposits in
Dollars (in the applicable amounts) are not being offered to such Banks in
the relevant market for such Interest Period, or

(ii) in the case of a Committed Borrowing, the Majority Banks
advise the Administrative Agent that the Adjusted CD Rate or the Adjusted
London Interbank Offered Rate, as the case may be, as determined by the
Administrative Agent will not adequately and fairly reflect the cost to
such Banks of funding their CD Loans or Euro-Dollar Loans, as the case may
be, for such Interest Period,

the Administrative Agent shall forthwith give notice thereof to Navistar
Financial and the Banks, whereupon until the Administrative Agent notifies
Navistar Financial that the circumstances giving rise to such suspension no
longer exist, the obligations of the Banks to make CD Loans or Euro-Dollar
Loans, as the case may be, shall be suspended. Unless Navistar Financial
notifies the Administrative Agent at least one Domestic Business Day before the
date of any Fixed Rate Borrowing for which a Notice of Borrowing has been given
before the date of such suspension stating that it elects not to borrow on such
date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing
shall instead be made as a Base Rate Borrowing and (ii) if such Fixed Rate
Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans
comprising such Borrowing shall bear interest for each day from and including
the first day

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to but excluding the last day of the Interest Period applicable thereto at the
rate applicable to Base Rate Loans for such day.

SECTION 4.02. Illegality. If, on or after October 31, 1994 the
adoption of any applicable law, rule or regulation, or any change in any
applicable law, rule or regulation, or any change in the interpretation or
administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof, or
compliance by any Bank (or its Euro-Dollar Lending Office) with any request or
directive (whether or not having the force of law) of any such authority,
central bank or comparable agency shall make it unlawful or impossible for any
Bank (or its Euro-Dollar Lending Office) to make, maintain or fund its
Euro-Dollar Loans and such Bank shall so notify the Administrative Agent, the
Administrative Agent shall forthwith give notice thereof to the other Banks and
Navistar Financial, whereupon the obligation of such Bank to make Euro-Dollar
Loans shall be suspended until such Bank notifies Navistar Financial and the
Administrative Agent that the circumstances giving rise to such suspension no
longer exist. Before giving any notice to the Administrative Agent pursuant to
this Section, such Bank shall designate a different Euro-Dollar Lending Office
if such designation will avoid the need for giving such notice and will not, in
the judgment of such Bank, be otherwise disadvantageous to such Bank. If such
Bank shall determine that it may not lawfully continue to maintain and fund any
of its outstanding Euro-Dollar Loans to maturity and shall so specify in such
notice, Navistar Financial shall immediately prepay in full the then
outstanding principal amount of each such Euro-Dollar Loan, together with
accrued interest thereon. Concurrently with prepaying each such Euro-Dollar
Loan, Navistar Financial shall borrow a Base Rate Loan in an equal principal
amount from such Bank (on which interest and principal shall be payable
contemporaneously with the related Euro-Dollar Loans of the other Banks), and
such Bank shall make such a Base Rate Loan.

SECTION 4.03. Increased Cost and Reduced Return. (a) If, on or
after (x) October 31, 1994, in the case of any Committed Loan or any obligation
to make Committed Loans or (y) the date of the related Money Market Quote, in
the case of any Money Market Loan, the adoption of any applicable law, rule or
regulation, or any change in any applicable law, rule or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with

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the interpretation or administration thereof, or compliance by any Bank (or its
Applicable Lending Office) with any request or directive (whether or not having
the force of law) of any such authority, central bank or comparable agency:

(i) shall subject any Bank (or its Applicable Lending Office) to
any tax, duty or other charge with respect to its Fixed Rate Loans, its
Notes or its obligation to make Fixed Rate Loans, or shall change the basis
of taxation of payments to any Bank (or its Applicable Lending Office) of
the principal of or interest on its Fixed Rate Loans or any other amounts
due under this Agreement in respect of its Fixed Rate Loans or its
obligation to make Fixed Rate Loans (except for changes in the rate of tax
on the overall net income of such Bank or its Applicable Lending Office
imposed by the jurisdiction in which such Bank's principal executive office
or Applicable Lending Office is located); or

(ii) shall impose, modify or deem applicable any reserve, special
deposit, deposit insurance assessment or similar requirement (including,
without limitation, any such requirement imposed by the Board of Governors
of the Federal Reserve System, but excluding (A) with respect to any CD
Loan any such requirement included in an applicable Domestic Reserve
Percentage or Assessment Rate and (B) with respect to any Euro-Dollar Loan
any such requirement included in an applicable Euro-Dollar Reserve
Percentage) against assets of, deposits with or for the account of, or
credit extended by, any Bank (or its Applicable Lending Office) or shall
impose on any Bank (or its Applicable Lending Office) or on the United
States market for certificates of deposit or the London interbank market
any other condition affecting its Fixed Rate Loans, its Note or its
obligation to make Fixed Rate Loans;

and if such Bank determines that the result of any of the foregoing is to
increase the cost to such Bank (or its Applicable Lending Office) of making or
maintaining any Fixed Rate Loan, or to reduce the amount of any sum received or
receivable by such Bank (or its Applicable Lending Office) under this Agreement
or under its Note with respect thereto, by an amount deemed by such Bank to be
material, then such Bank may calculate the additional amount or amounts which
will compensate such Bank for such increased cost or reduction and deliver to
Navistar Financial (with a copy to the Administrative Agent) a request for
payment thereof accompanied by a statement setting forth the basis

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for calculating the amount requested (which may include any reasonable
averaging and attribution methods). Navistar Financial shall pay the amount so
requested directly to such Bank for the account of its Applicable Lending
Office within 15 days after receiving such request and accompanying statement.

(b) If any Bank shall determine that, on or after October 31,
1994, the adoption of any applicable law, guideline, rule or regulation
regarding capital adequacy, or any change in any applicable law, guideline,
rule or regulation regarding capital adequacy, or any change or clarification
in the interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Bank (or its Applicable Lending
Office) with any request or directive regarding capital adequacy (whether or
not having the force of law) of any such authority, central bank or comparable
agency, has or would have the effect of reducing the rate of return on such
Bank's or its Parent's capital as a consequence of such Bank's undrawn
Commitment to make Loans under this Agreement to a level below that which such
Bank (or its Parent) could have achieved but for such adoption, change or
compliance (taking into consideration its policies with respect to capital
adequacy) by an amount deemed by such Bank to be material, then such Bank may
calculate the additional amount or amounts which will compensate such Bank (or
its Parent) for such reduction and deliver to Navistar Financial (with a copy
to the Administrative Agent) from time to time a request for payment thereof
accompanied by a statement setting forth the basis for calculating the amount
so requested (which may include any reasonable averaging and attribution
methods). Navistar Financial shall pay such amount so requested directly to
such Bank for the account of its Applicable Lending Office within 15 days after
receiving such request and accompanying statement.

(c) Each Bank will promptly notify Navistar Financial and the
Administrative Agent of any event of which it has knowledge, occurring on or
after October 31, 1994, which will entitle such Bank to compensation pursuant
to this Section and will designate a different Applicable Lending Office if
such designation will avoid the need for, or reduce the amount of, such
compensation and will not, in the judgment of such Bank, be otherwise
disadvantageous to such Bank. Any dispute between Navistar Financial and a
Bank with respect to a request for compensation under this Section shall be
settled, subject to the provisions of Section 9.06, by Navistar Financial
directly with such Bank.

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SECTION 4.04. Base Rate Loans Substituted for Affected Fixed Rate
Loans. If (i) the obligation of any Bank to make Euro-Dollar Loans has been
suspended pursuant to Section 4.02 or (ii) any Bank has demanded compensation
under Section 4.03 with respect to its CD Loans or Euro-Dollar Loans and
Navistar Financial shall, by at least five Euro-Dollar Business Days' prior
notice to such Bank through the Administrative Agent, have elected that the
provisions of this Section shall apply to such Bank, then, unless and until
such Bank notifies Navistar Financial that the circumstances giving rise to
such suspension or demand for compensation no longer apply:

(a) all Loans which would otherwise be made by such Bank as CD
Loans or Euro-Dollar Loans, as the case may be, shall be made instead as
Base Rate Loans (on which interest and principal shall be payable
contemporaneously with the related Fixed Rate Loans of the other Banks),
and

(b) after each of its CD Loans or Euro-Dollar Loans, as the case
may be, has been repaid, all payments of principal which would otherwise be
applied to repay such Fixed Rate Loan shall be applied to repay its Base
Rate Loans instead.

SECTION 4.05. Substitution of Bank. If any Bank demands
compensation under Section 4.03 with respect to its CD Loans or Euro- Dollar
Loans, Navistar Financial shall have the right to seek a substitute commercial
bank or banks (which may be one or more of the Banks) and to require the Bank
demanding such compensation to assign its Commitment and sell its Loans to such
substitute bank or banks without recourse or warranty (except as to such Bank's
own actions) pursuant to an Assignment and Assumption Agreement substantially
in the form of Exhibit M hereto; provided that (i) each such substitute bank
agrees to assume the portion of such Commitment to be assigned to it and pays
the purchase price for its portion of such Loans agreed with the assignor (or,
failing such agreement, a purchase price in the amount of the aggregate
outstanding principal amount of the Loans of the assignor and accrued interest
thereon to the date of payment), (ii) the assignor receives payment of all
facility fees accrued for its account under this Agreement to the date such
assignment becomes effective and (iii) the substitution thereof is approved by
the Administrative Agent (whose approval shall not be unreasonably withheld).
When such assignment or assignments become effective, (A) the Commitment of the
assignor shall terminate, (B) the Commitment of each Assignee which is a Bank
(if any) shall be increased by the portion of the

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assignor's Commitment assigned to it and (C) each Assignee which is not a Bank
(if any) shall become a Bank for purposes hereof with a Commitment in an amount
equal to the portion of the assignor's Commitment assigned to it. Upon the
consummation of any such assignment, the assignor, the Administrative Agent and
Navistar Financial shall make appropriate arrangements so that, if required, a
new Note is issued to the Assignee. No such assignment shall affect the rights
and obligations of the assignor or any Assignee under this Agreement with
respect to the period prior to the effectiveness of such assignment. If the
Assignee is not incorporated under the laws of the United States of America or
a state thereof, it shall, prior to the first date on which interest or fees
are payable under this Agreement for its account, deliver to Navistar Financial
and the Administrative Agent certification as to exemption from deduction or
withholding of any United States federal income taxes in accordance with
Section 3.16.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

Navistar Financial represents and warrants that:

SECTION 5.01. Corporate Existence and Power. Navistar Financial
(i) is a corporation duly incorporated, validly existing and in good standing
under the laws of the State of Delaware, (ii) has all corporate powers and all
material government licenses, authorizations, consents and approvals required
to carry on its business as now conducted, (iii) is duly qualified to do
business as a foreign corporation and is in good standing in all states of the
United States (except Delaware and Hawaii) and in the District of Columbia and
(iv) has the corporate power to execute and deliver this Amendment, the NFC
Security Amendment, each Intercompany Security Amendment, each Credit Document
to which it is a party and the Master Intercompany Agreement, and to perform
its obligations under each Credit Document to which it is a party and the
Master Intercompany Agreement. Each of the Credit Parties (other than Navistar
Financial) (i) is a corporation duly incorporated, validly existing and in good
standing under the laws of its jurisdiction of incorporation, (ii) has all
corporate powers and all material government licenses, authorizations, consents
and approvals required to carry on its business as now conducted, and (iii) has
the corporate power to execute and deliver, and to perform its obligations
under, the Intercompany Security Amendment and each Credit Document to which it
is a party. Each of the Credit Parties (except, at

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any time before the occurrence of an NFRRC Clean-up Event, NFRRC) has the
corporate power to execute and deliver, and to perform its obligations under,
the Tax Allocation Agreement. Navistar Transportation (i) is a corporation
duly incorporated, validly existing and in good standing under the laws of the
State of Delaware and (ii) has the corporate power to execute and deliver, and
to perform its obligations under, the Master Intercompany Agreement, the
Amended Parents' Side Agreement and the Tax Allocation Agreement. Navistar
International (i) is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware and (ii) has the
corporate power to execute and deliver, and to perform its obligations under,
the Amended Parents' Side Agreement.

SECTION 5.02. Corporate Authorization; No Contravention. The
execution, delivery and performance by each Credit Party of each Credit
Document and each Intercompany Security Amendment to which it is a party, by
each Credit Party (except, at any time before the occurrence of an NFRRC
Clean-up Event, NFRRC) of the Tax Allocation Agreement, by Navistar Financial
of the Master Intercompany Agreement, this Amendment and the NFC Security
Amendment, by Navistar Transportation of the Master Intercompany Agreement, the
Amended Parents' Side Agreement and the Tax Allocation Agreement and by
Navistar International of the Amended Parents' Side Agreement, have been duly
authorized by all necessary corporate action and do not and will not (i)
violate any provision of applicable law or regulation or of the certificate or
articles of incorporation or by-laws of any Credit Party, Navistar
Transportation or Navistar International or of any judgment, order, writ,
injunction or decree of any court or governmental authority, (ii) conflict with
or result in a breach or violation of any of the terms or provisions of, or
constitute a default under, or require any waiver or consent under, any
preferred stock provision, indenture, loan agreement or other agreement or
instrument to which any Credit Party, Navistar Transportation or Navistar
International is a party or by which any Credit Party, Navistar Transportation
or Navistar International is bound or (iii) result in the creation or
imposition of any Lien on, or any other claim or interest of any other Person
in, any asset of any Credit Party, Navistar Transportation or Navistar
International other than the Liens created under the Security Documents.

SECTION 5.03. Binding Effect. Each of the Credit Documents
(other than the Notes and the Navistar Leasing Security Agreement) has been
duly executed and delivered by each of the Credit Parties party thereto and
constitutes a legal, valid, binding and enforceable agreement of such

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Credit Party; this Amendment has been duly executed and delivered by Navistar
Financial and constitutes a legal, valid, binding and enforceable agreement of
Navistar Financial; on and after the Amendment Effective Date, the Notes will
have been duly executed and delivered by Navistar Financial and will constitute
legal, valid, binding and enforceable obligations of Navistar Financial; on and
after the Amendment Effective Date, the NFC Security Amendment will have been
duly executed and delivered by Navistar Financial and the NFC Security
Agreement, as amended thereby, will constitute a legal, valid, binding and
enforceable agreement of Navistar Financial; on and after the Amendment
Effective Date, the Navistar Leasing Security Agreement will have been duly
executed and delivered by Navistar Leasing and will constitute a legal, valid,
binding and enforceable agreement of Navistar Leasing; on and after the
Amendment Effective Date, each of the Intercompany Security Amendments will
have been duly executed and delivered by each Credit Party party thereto and
each Intercompany Security Agreement, as amended by the applicable Intercompany
Security Amendment, will constitute a legal, valid, binding and enforceable
agreement of each Credit Party party thereto; the Master Intercompany Agreement
has been duly executed and delivered by each of Navistar Financial and Navistar
Transportation and the Master Intercompany Agreement constitutes a legal,
valid, binding and enforceable agreement of each of Navistar Financial and
Navistar Transportation; on and after the Amendment Effective Date, the Amended
Parents' Side Agreement will have been duly executed and delivered by each of
Navistar Transportation and Navistar International and the Amended Parents'
Side Agreement will constitute a legal, valid, binding and enforceable
agreement of each of Navistar Transportation and Navistar International; the
Tax Allocation Agreement has been duly executed and delivered by each of the
Credit Parties (except, at any time before the occurrence of an NFRRC Clean-up
Event, NFRRC) and Navistar Transportation and constitutes a legal, valid,
binding and enforceable agreement of each of such Credit Parties and Navistar
Transportation; in each case subject to applicable bankruptcy, insolvency and
similar laws affecting creditors' rights generally and subject, as to
enforceability, to general principles of equity; provided that certain remedial
provisions of the Security Documents may be limited by applicable law, although
such limitations do not make the remedies provided for therein (taken as a
whole) inadequate for the practical realization of the benefits intended to be
afforded thereby.

SECTION 5.04. Financial Information. (a) The Base Consolidated
Financials present fairly the consolidated

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financial position of Navistar Financial and its Subsidiaries at October 31,
1993 and their consolidated results of operations and cash flow for the Fiscal
Year then ended, in conformity with generally accepted accounting principles.

(b) The unaudited statement of consolidated financial condition
of Navistar Financial and its Consolidated Subsidiaries as of July 31, 1994,
the related statement of consolidated income and retained earnings for the
Fiscal Quarter then ended and the related statements of consolidated income and
retained earnings and consolidated cash flow for the period of three Fiscal
Quarters then ended, set forth in Navistar Financial's quarterly report for the
Fiscal Quarter ended July 31, 1994, as filed with the Securities and Exchange
Commission on Form 10-Q, a copy of which has been delivered to each of the
Banks, fairly present, in conformity with generally accepted accounting
principles, applied on a basis consistent with the Base Consolidated
Financials, the consolidated financial position of Navistar Financial and its
Consolidated Subsidiaries as of such date, their consolidated results of
operations for such Fiscal Quarter and their consolidated results of operations
and cash flows for such period of three Fiscal Quarters (subject to normal
year-end adjustments).

(c) The unaudited consolidating statement of financial condition
of Navistar Financial and its Consolidated Subsidiaries as of July 31, 1994 and
the related consolidating statement of income and retained earnings for the
Fiscal Quarter ended on such date and for the portion of the Fiscal Year then
ended fairly present the financial position of Navistar Financial and each of
its Consolidated Subsidiaries as of such date and their respective results of
operations for such Fiscal Quarter and for such portion of the Fiscal Year
(subject to normal year-end adjustments) and are the financial statements on
the basis of which the consolidated financial statements referred to in
subsection (b) of this Section were prepared.

(d) There has been no material adverse change in the business,
consolidated financial position or consolidated results of operations of
Navistar Financial and its Subsidiaries since July 31, 1994.

SECTION 5.05. Litigation. No judgment or order has been rendered
against or affecting Navistar Financial or any Subsidiary of Navistar Financial
by any court or arbitrator or any governmental body, agency or official that is
reasonably likely to materially adversely affect the business or financial
position of Navistar Financial or of

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Navistar Financial and its Subsidiaries taken as a whole or the ability of any
Credit Party to carry out the transactions on its part contemplated by the
Credit Documents or the ability of Navistar Financial to carry out the
transactions on its part contemplated by the Master Intercompany Agreement.
There is no action, suit or proceeding pending against Navistar Financial or
any Subsidiary of Navistar Financial before any court or arbitrator or any
governmental body, agency or official in which there is a reasonable
possibility (taking into account the factors set forth in Statement of
Financial Accounting Standards No. 5, "Accounting for Contingencies", or any
successor publication, relevant to such determination) of an adverse decision
which in any manner questions the validity or enforceability of, or seeks to
deprive any Bank, the Administrative Agent, the Collateral Trustee or Navistar
Financial of any material benefit of, any Credit Document, the Master
Intercompany Agreement, the Amended Parents' Side Agreement or the Tax
Allocation Agreement.

SECTION 5.06. Taxes. All United States federal income tax
returns filed by Navistar Financial (or by Navistar International or Navistar
Transportation with respect to the consolidated group of which Navistar
Financial is a member) have been audited by the Internal Revenue Service and
closed through the Fiscal Year ended October 31, 1990. No notice of any Lien
in respect of unpaid taxes or assessments (other than a Permitted Tax Lien) has
been filed by any taxing authority against, or otherwise affecting the assets
of, Navistar Financial or any of its Subsidiaries and remains in effect.

SECTION 5.07. Governmental Regulation. No consent, approval,
authorization, permit or license from, and no filing or registration with, any
federal, state or local regulatory authority is required in connection with the
execution, delivery and performance by any Credit Party of any Credit Document
or Intercompany Security Amendment to which it is a party, by any Credit Party
(except, at any time before the occurrence of an NFRRC Clean-up Event, NFRRC)
of the Tax Allocation Agreement, by Navistar Financial of the Master
Intercompany Agreement, this Amendment or the NFC Security Amendment, by
Navistar Transportation of the Master Intercompany Agreement, the Amended
Parents' Side Agreement or the Tax Allocation Agreement or by Navistar
International of the Amended Parents' Side Agreement, except (i) such as have
been duly obtained or effected, (ii) the filing of financing statements and any
other action required from time to time to perfect the security interests of
the Collateral Trustee under the NFC Security Agreement and the security
interests

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of Navistar Financial under the Intercompany Security Agreements, (iii) routine
renewals of existing licenses and permits of Navistar Financial and its
Subsidiaries in the ordinary course of business and (iv) such filings as may be
required under federal and state securities laws for purposes of disclosure.

SECTION 5.08. ERISA. No notice of a Lien arising under Title I
or Title IV of ERISA has been filed under Section 6323(a) of the Internal
Revenue Code (or any successor provision) against, or otherwise affecting the
assets of, Navistar Financial or any of its Subsidiaries.

SECTION 5.09. Use of Proceeds; Margin Regulations. Navistar
Financial will not use the proceeds of any Loan made under this Agreement in
violation of Regulation U or X of the Board of Governors of the Federal Reserve
System, as in effect from time to time. No margin stock (within the meaning of
said Regulation U or X) is owned by Navistar Financial or any of its
Subsidiaries (other than Harco Insurance) or will be included in the Collateral
under the Security Documents on the Amendment Effective Date. If any such
margin stock is included in the Collateral at any time after the Amendment
Effective Date, Navistar Financial will take such action as may be required to
comply with such Regulations at that time.

SECTION 5.10. Retail and Wholesale Notes Secured; Perfection
Against Assignors. (a) All or substantially all Serviced Wholesale Notes are
secured by perfected security interests in the vehicles financed by such
Serviced Wholesale Notes. The Serviced Retail Notes generally (but not in all
cases) are, or within 21 days after sale to the retail customer will be,
secured by perfected security interests in the vehicles financed by such
Serviced Retail Notes.

(b) Navistar Financial has taken all actions necessary under the
Uniform Commercial Code in each relevant jurisdiction to perfect (i) its
interest in the Retail Receivables and Wholesale Receivables owned by it and
(ii) the interests of the current owners of the Serviced Retail Receivables and
Serviced Wholesale Receivables which it has sold but continues to have an
economic interest in, in each case as against the assignors from whom Navistar
Financial acquired such Receivables and their respective creditors.

SECTION 5.11. Subsidiaries. Except for Subsidiaries of Navistar
Financial constituting "Credit Parties" hereunder, none of Navistar Financial's
Subsidiaries has total assets in excess of $1,000,000.

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SECTION 5.12. Full Disclosure. All written information
heretofore furnished by any Credit Party to the Administrative Agent or any
Bank for purposes of or in connection with this Agreement or any transaction
contemplated by this Agreement was, and all such information hereafter
furnished by any Credit Party to the Administrative Agent or any Bank will be,
true and accurate in all material respects on the date as of which stated or
certified. Navistar Financial has disclosed to the Banks in writing any and
all facts which materially and adversely affect or may affect (to the extent
Navistar Financial can now reasonably foresee), the business, operations or
financial condition of Navistar Financial and its Consolidated Subsidiaries,
taken as a whole, or the ability of any Credit Party to perform its obligations
under any Credit Document.

SECTION 5.13. Not an Investment Company. Navistar Financial is
not an "investment company" within the meaning of the Investment Company Act of
1940, as amended.

ARTICLE VI

COVENANTS

Navistar Financial agrees that, so long as any Bank has any
Commitment under this Agreement or any Note is outstanding or any amount due
and payable by Navistar Financial under this Agreement remains unpaid:

SECTION 6.01. Information. Navistar Financial will deliver
directly to each Bank:

(a) as soon as available and in any event within 100 days after
the end of each Fiscal Year, (i) a statement of consolidated financial
condition of Navistar Financial and its Consolidated Subsidiaries as of the
end of such Fiscal Year and the related statements of consolidated income
and retained earnings and consolidated cash flow for such Fiscal Year,
setting forth in comparative form the figures as of the end of and for the
previous Fiscal Year, all certified (without limitation as to scope imposed
by Navistar Financial) by Deloitte & Touche or other independent public
accountants of nationally recognized standing and (ii) a consolidating
statement of financial condition of Navistar Financial and its Consolidated
Subsidiaries as of the end of such Fiscal Year and the related
consolidating statements of income and retained earnings for such Fiscal
Year, in each case, setting

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forth in comparative form the figures as of the end of and for the previous
Fiscal Year, certified, in the case of the foregoing consolidating
financial statements, by a Senior Officer as to fairness of presentation
and to the effect that such consolidating financial statements are the
financial statements on the basis of which the consolidated financial
statements referred to in clause (i) of this subsection (a) were prepared;

(b) as soon as available and in any event within 55 days after
the end of each of the first three Fiscal Quarters of each Fiscal Year, (i)
a statement of consolidated financial condition of Navistar Financial and
its Consolidated Subsidiaries as of the end of such Fiscal Quarter, (ii)
the related statement of consolidated income and retained earnings for such
Fiscal Quarter, (iii) the related statements of consolidated income and
retained earnings and consolidated cash flow for the portion of the Fiscal
Year ended at the end of such Fiscal Quarter and (iv) a consolidating
statement of financial condition of Navistar Financial and its Consolidated
Subsidiaries as of the end of such Fiscal Quarter and the related
consolidating statements of income and retained earnings for such Fiscal
Quarter and the related consolidating statements of income and retained
earnings for the portion of the Fiscal Year ended at the end of such Fiscal
Quarter, setting forth, in each case, in comparative form the figures as of
the end of and for the previous Fiscal Quarter and the corresponding
portion of the previous Fiscal Year, certified (subject to normal year-end
adjustments) by a Senior Officer (x) in the case of such consolidated
financial statements as to fairness of presentation and consistency and (y)
in the case of such consolidating financial statements, as to fairness of
presentation and to the effect that such consolidating financial statements
are the financial statements on the basis of which the consolidated
financial statements referred to in clauses (i), (ii) and (iii) of this
subsection (b) were prepared;

(c) (i) as soon as available and in any event within 55 days
after the end of the second Fiscal Quarter of each Fiscal Year, a report
containing statistical and other information in respect of all Serviced
Wholesale Receivables and Serviced Retail Receivables for the period of two
consecutive Fiscal Quarters then ended and (ii) as soon as available and in
any event within 100 days after the end of the

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fourth Fiscal Quarter of each Fiscal Year, a report containing statistical
and other information in respect of all Serviced Wholesale Receivables and
Serviced Retail Receivables for the period of two consecutive Fiscal
Quarters then ended and for the Fiscal Year then ended and, in the case of
the reports delivered pursuant to subclauses (i) and (ii) of this clause
(c), comparative information relating to the corresponding portion or
portions of the previous Fiscal Year, all substantially in the same form
and scope (except for the periods covered) as the report for the period
ended July 31, 1994 set forth as Exhibit H hereto;

(d) together with each set of consolidated financial statements
referred to in clauses (a) and (b) above, (i) a certificate of a Senior
Officer, substantially in the form of Exhibit I hereto, showing whether
Navistar Financial complied, at the end of such Fiscal Quarter, with the
requirements of Sections 6.08, 6.09, 6.11, 6.12, 6.13 and 6.16 and clauses
(A) and (B) of Section 6.19(c)(i), (ii) a certificate of a Senior Officer
stating whether any Default exists on the date of such certificate and if a
Default exists, setting forth the details thereof and the action which
Navistar Financial is taking or proposes to take with respect thereto and
(iii) a certificate of a Senior Officer setting forth a reasonably detailed
description of each sale of Retail Receivables, finance lease receivables
and Wholesale Receivables made by Navistar Financial and its Subsidiaries
during such Fiscal Quarter; provided that, with respect to (x) any sales of
Retail Notes pursuant to the MBD Receivables Purchase Agreement or the TRIP
Receivables Purchase Agreement, (y) any sale of Retail Notes or finance
lease receivables pursuant to the ABCP Receivables Purchase Agreement or
any of the intercompany receivables purchase agreements between Navistar
Financial and TRIP or between any Subsidiaries of Navistar Financial as
contemplated by the ABCP Transaction Documents or (z) any sales of
Wholesale Notes pursuant to the Purchase Agreement dated as of December 1,
1990 between Navistar Financial and NFSC, as such agreement may be amended
from time to time, during such Fiscal Quarter, no description, other than a
statement of the total dollar amount thereof for each type of asset sold,
shall be required;

(e) together with each set of consolidated financial statements
referred to in clause (a) above, a statement of the firm of independent
public accountants which reported on such financial statements to the

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effect that, except as specifically stated, nothing has come to their
attention to cause them to believe that any Default existed on the date of
such financial statements;

(f) within five Domestic Business Days after a Default occurs, if
such Default is continuing, a certificate of a Senior Officer setting forth
the details thereof and the action which Navistar Financial is taking or
proposes to take with respect thereto;

(g) promptly upon the filing thereof, copies of all reports on
Forms 10-K, 10-Q and 8-K (or other forms substituted therefor) filed by
Navistar Financial with the Securities and Exchange Commission (or any
governmental agency substituted therefor) or with any national securities
exchange;

(h) as soon as available and in any event within 15 Domestic
Business Days after the end of each calendar month (unless Navistar
Financial shall have Debt Ratings of BBB- or higher by S&P and Baa3 or
higher by Moody's at the end of such month and as of such fifteenth
Domestic Business Day) (i) a consolidating statement of financial condition
of Navistar Financial and its Consolidated Subsidiaries as of the end of
such month and (ii) a certificate of a Senior Officer setting forth in
reasonable detail the calculations required to establish whether Navistar
Financial was in compliance with the requirements of Section 6.10 at the
end of such month;

(i) if and when any member of the ERISA Group (i) gives or is
required to give notice to the PBGC of any "reportable event" (as defined
in Section 4043 of ERISA) with respect to any Plan which might constitute
grounds for a termination of such Plan under Title IV of ERISA, or knows
that the plan administrator of any Plan has given or is required to give
notice of any such reportable event, a copy of the notice of such
reportable event given or required to be given to the PBGC; (ii) receives
notice of complete or partial withdrawal liability under Title IV of ERISA
or notice that any Multiemployer Plan is in reorganization, is insolvent or
has been terminated, a copy of such notice; (iii) receives notice from the
PBGC under Title IV of ERISA of an intent to terminate, impose liability
(other than for premiums under Section 4007 of ERISA) in respect of, or
appoint a trustee to administer, any Plan, a copy of such notice; (iv)
applies for a waiver of the minimum funding standard under Section 412 of

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the Internal Revenue Code, a copy of such application; (v) gives notice of
intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such
notice and other information filed with the PBGC; (vi) gives notice of
withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such
notice; or (vii) fails to make any payment or contribution to any Plan or
Multiemployer Plan or in respect of any Benefit Arrangement or makes any
amendment to any Plan or Benefit Arrangement which has resulted or could
result in the imposition of a Lien or the posting of a bond or other
security, a certificate of the chief financial officer or the chief
accounting officer of Navistar Financial setting forth details as to such
occurrence and the action, if any, which Navistar Financial or the relevant
member of the ERISA Group is required or proposes to take; and

(j) from time to time, with reasonable promptness, such
additional information regarding the financial position or business of
Navistar Financial and its Subsidiaries or compliance by the Credit Parties
with the Credit Documents as such Bank may reasonably request.

SECTION 6.02. Insurance. Navistar Financial will not make any
change which will have the effect, in the reasonable good faith judgment of
Navistar Financial, of lowering the standards with respect to its internal
policies and practices regarding insurance in respect of financed vehicles.

SECTION 6.03. Conduct of Business; Maintenance of Existence. Navistar
Financial

(i) will, and will cause each other Credit Party (other than
Harco Insurance) to, continue to engage in business of the same general
type as now conducted by it which shall, taken as a whole for Navistar
Financial and all other Credit Parties (other than Harco Insurance),
principally be the business of financing the selling, distributing, owning,
operating, leasing or servicing of trucks, buses, trailers or related parts
and equipment; and

(ii) will preserve, renew and keep in full force and effect, and
will cause each other Credit Party to preserve, renew and keep in full
force and effect, their respective corporate existence and their respective
rights, privileges and franchises necessary, or in the reasonable good faith
judgment of Navistar

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Financial desirable, in the normal conduct of business, provided that at
any time after the Amendment Effective Date, Harco Insurance may merge into
Harco National Insurance Company of Illinois, an Illinois corporation, if
(A) at the time of such merger, pursuant to the NFC Security Agreement and
subject to the provisions of Section 2.02 thereof, the Collateral Trustee,
for the benefit of the Secured Parties, shall have a perfected Lien,
subject to no other Lien except as permitted by Section 6.16, in all of the
outstanding shares of capital stock of the entity surviving such merger and
all of Navistar Financial's rights in respect of all intercompany
obligations from time to time payable by such surviving entity to Navistar
Financial and (B) prior to or contemporaneously with such merger, (1) such
surviving entity shall agree to be bound by the terms of the Harco
Insurance Security Agreement, (2) all action necessary to create or
perfect, or that the Collateral Trustee may reasonably request in order to
create, preserve, perfect, confirm or validate, Navistar Financial's Lien
thereunder shall have been taken and the Harco Collateral (as defined
therein) shall be subject to no Lien other than the Lien created thereunder
and (3) Navistar Financial shall have delivered to the Collateral Trustee
an opinion of counsel satisfactory to the Collateral Trustee, substantially
in the form of Annex 2 to the Harco Insurance Security Agreement.

SECTION 6.04. Compliance with Laws. Navistar Financial will
comply, and cause each Subsidiary to comply, in all material respects with all
applicable laws, ordinances, rules, regulations, and requirements of
governmental authorities, except where the necessity of compliance therewith is
contested in good faith by appropriate proceedings.

SECTION 6.05. Inspection of Property, Books and Records.
Navistar Financial will keep, and will cause each of its Subsidiaries to keep,
proper books of record and account in which full, true and correct entries
shall be made of dealings and transactions in relation to its business and
activities; and will permit, and will cause each of its Subsidiaries to permit,
representatives of any Bank at such Bank's expense to visit and inspect any of
their respective properties, to examine and make abstracts from any of their
respective books and records and to discuss their respective affairs, finances
and accounts with their respective officers, employees and independent public
accountants, all at such reasonable times and as often as may reasonably be
desired.

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SECTION 6.06. Investment of Available Liquid Assets. Navistar
Financial will cause all Available Liquid Assets to be invested, as of the
close of business on each Domestic Business Day, in Marketable Securities in
which, (i) in the case of any Marketable Securities in which Available Liquid
Assets of Navistar Financial are so invested, the Collateral Trustee has a
perfected security interest, for the benefit of the Secured Parties, and (ii)
in the case of any Marketable Securities in which Available Liquid Assets of
any other Credit Party are so invested, Navistar Financial has a perfected
security interest; provided that Navistar Financial shall not be required to
cause to be invested (x) any cash received by Navistar Financial or any
Subsidiary of Navistar Financial on such Domestic Business Day too late to be
invested in accordance with Navistar Financial's normal procedures and (y)
other cash not exceeding $5,000,000 in aggregate amount.

For purposes of this Section,

(a) "Available Liquid Assets" means, as of any date, (i) cash of
Navistar Financial and its Subsidiaries other than Excluded Subsidiaries on
deposit in bank accounts of Navistar Financial and its Subsidiaries other
than Excluded Subsidiaries, to the extent that such cash is currently
available for use by the depositor, provided that any payment on account of
Wholesale Receivables or Retail Receivables deposited in any Lock-box
Account, Suspense Account or Collection Account (in each case, as defined in
the NFC Security Agreement) shall not be deemed to be "currently available"
until such funds are deposited in the Proceeds Allocation Account (as
defined in the NFC Security Agreement), and (ii) all assets which are, or in
accordance with generally accepted accounting principles should be,
classified as cash or marketable securities on a statement of financial
condition of Navistar Financial and its Subsidiaries other than Excluded
Subsidiaries as of such date, other than cash on deposit in bank accounts;
provided that (A) any Excluded Cash, (B) any cash or marketable securities
subject to a Lien permitted by clause (ii), (iii), (iv) or (ix) of Section
6.16(a) or clause (iv) of Section 6.16(c) and (C) any cash or marketable
securities held in the Special Purpose Account (as defined in the MBD
Receivables Purchase Agreement) pursuant to Section 6.11 of the MBD
Receivables Purchase Agreement shall not be included in "Available Liquid
Assets";

(b) "Excluded Cash" means, as of any date, (i) cash on deposit
in payroll accounts of

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Navistar Financial up to an aggregate amount not greater than the amount
required to cover payroll obligations (including expense reimbursements and
advances) of Navistar Financial and its Subsidiaries arising in the
ordinary course of their respective businesses and consistent with current
practices and payable currently or within five days from such date and (ii)
up to an aggregate amount of $2,500,000 of (A) cash on deposit in accounts
of Navistar Financial that has been so deposited to cover checks or drafts
theretofore drawn or Automated Clearinghouse payments theretofore initiated
by Navistar Financial to pay amounts payable by Navistar Financial or one
or more of its Subsidiaries (except Excluded Subsidiaries) to vendors in
connection with purchases of office supplies and other products for their
own use, and payments for services obtained, in each case, in the ordinary
course of business and consistent with past practices and (B) cash required
to be maintained in accounts of Navistar Financial to cover checks
deposited in and credited to any cash concentration account or operating
account maintained by Navistar Financial or any of its Subsidiaries which
are subsequently returned; and

SECTION 6.07. Loss Reserves; Dealer Guidelines. (a) Navistar
Financial and its Consolidated Subsidiaries will at all times maintain, and
reflect on their respective books, allowances for losses and other asset
valuation reserves at least as great as those required from time to time by
generally accepted accounting principles.

(b) Navistar Financial will maintain in force its dealer
guidelines program (including, without limitation, the portions thereof that
take into account a dealer's leasing and rental activities) and will review and
supplement such program as necessary at intervals of not more than one year.

SECTION 6.08. Serviced Wholesale Portfolio Quality. Navistar
Financial will not permit:

(i) Past Due Serviced Wholesale Receivables (Three-Month Total)
at the end of any month (determined substantially in accordance with
practices, including

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policies as to extensions and rewrites, in effect as of July 31, 1994),
expressed as a percentage of Serviced Wholesale Receivables (Three-Month
Total) at the end of such month, to exceed 5%; or

(ii) net losses of Navistar Financial (determined on the basis of
Navistar Financial's normal practice) on Serviced Wholesale Notes
recognized during any period of four consecutive Fiscal Quarters to exceed
0.5% of Serviced Wholesale Notes liquidated during the same period.

For purposes of clause (i) of this Section, "Past Due Serviced Wholesale
Receivables" at the end of any month means the aggregate Unpaid Balances at the
end of such month of all Serviced Wholesale Notes (or installments thereof) and
Serviced Wholesale Accounts which are more than one month past due at the end
of such month. For purposes of clause (ii) of this Section, Serviced Wholesale
Notes liquidated during any period shall be determined on the same basis as was
used in determining the statistics as to "Percent net losses (recoveries) to
liquidations" for "Wholesale notes" included under "Five Year Summary of
Financial and Operating Data" in the 1993 Annual Report.

SECTION 6.09. Serviced Retail Portfolio Quality. Navistar
Financial will not permit:

(i) Past Due Serviced Retail Notes (Three-Month Total) at the end
of any month (determined substantially in accordance with practices,
including policies as to extensions and rewrites, in effect as of July 31,
1994), expressed as a percentage of Serviced Retail Notes (Three-Month
Total) at the end of such month, to exceed 3%; or

(ii) the Combined Retail Losses to Liquidations Ratio to exceed
4 1/2% at any time.

For purposes of clause (i) of this Section, "Past Due Serviced
Retail Notes" at the end of any month means the aggregate Unpaid Balances at
the end of such month of all Serviced Retail Notes with respect to which any
amount payable is more than 60 days past due at the end of such month. For
purposes of clause (ii) of this Section:

(a) "Combined Retail Losses to Liquidations Ratio" means,
as of any date, the ratio (expressed as a percentage) of (i) the sum of (A)
Net Losses on Serviced Retail Notes for the period of twelve consecutive
months ending on the last day of the then

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most recently ended month, plus (B) the net losses of Navistar
Transportation (determined on the basis of Navistar Transportation's normal
practice) on Serviced Retail Notes for such period to (ii) Serviced Retail
Liquidations for such period;

(b) "Net Losses on Serviced Retail Notes" means, for any
period, the net losses of Navistar Financial (determined on the basis of
Navistar Financial's normal practice with the benefit of rights of recourse
to Navistar Transportation and dealers and other obligors and to reserves
Navistar Financial maintains with regard to dealers) on Serviced Retail
Notes for such period; and

(c) "Serviced Retail Liquidations" means liquidations
determined on the same basis as was used in determining the statistics as
to "Percent net losses (recoveries) to liquidations" for "Retail notes and
leases" included under "Five Year Summary of Financial and Operating Data"
in the 1993 Annual Report.

SECTION 6.10. Debt to Asset Test. Navistar Financial will not
permit Third Party Senior Obligations to exceed the Asset Base at the close of
business on any two consecutive Domestic Business Days unless Navistar
Financial shall have at such time Debt Ratings of BBB- or higher by S&P and
Baa3 or higher by Moody's; provided that, if, as of any date, Navistar
Financial shall own an account receivable as to which Navistar Transportation
is the obligor of the type permitted under Section 6.19(c)(i)(A), which account
receivable resulted from overpayments by Navistar Financial to Navistar
Transportation at the end of the month most recently ended on or prior to such
date based upon good faith estimates by Navistar Financial of Retail Accounts
to be purchased by it in the ordinary course of business under the Master
Intercompany Agreement, then Navistar Financial shall be deemed to be in
compliance with this Section if (x) as of such date, Third Party Senior
Obligations minus the unpaid principal amount of such account receivable does
not exceed the Asset Base and (y) a Senior Officer shall certify to the Banks
in the certificate next required to be delivered to the Banks pursuant to
Section 6.01(h) that such account receivable is no longer outstanding as of the
date of such certificate.

SECTION 6.11. Leverage. The ratio of Total Consolidated Debt to
Consolidated Tangible Net Worth will not exceed 7 to 1 at the close of business
on any two consecutive Domestic Business Days. For purposes of this Section,
"Total Consolidated Debt" means at any date all

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outstanding Debt of Navistar Financial and its Consolidated Subsidiaries
determined on a consolidated basis as of such date; provided that the amount of
such Debt shall be (i) increased by all Debt Discount Adjustments (if any)
applicable thereto (to the extent not included in determining the amount of
such Debt) and (ii) decreased by the aggregate principal amount of all
Warehousing Debt outstanding on such date.

SECTION 6.12. Minimum Consolidated Tangible Net Worth.
Consolidated Tangible Net Worth will not at any time be less than $175,000,000.

SECTION 6.13. Fixed Charge Coverage. Navistar Financial will not
permit (i) the sum of (A) the consolidated interest expense of Navistar
Financial and its Consolidated Subsidiaries plus (B) their consolidated income
before income taxes plus (C) dividends on Redeemable Preferred Stock to be less
than (ii) 125% of the sum of (A) the consolidated interest expense of Navistar
Financial and its Consolidated Subsidiaries plus (B) dividends on Redeemable
Preferred Stock, all calculated as of the end of each Fiscal Quarter for the
period of four consecutive Fiscal Quarters then ended.

SECTION 6.14. Sales of Receivables. (a) Navistar Financial will
not, and will not permit any of its Subsidiaries to, sell or otherwise transfer
Receivables or undivided interests therein or rights to receive income
therefrom to any Subsidiary of Navistar Financial unless each of the following
conditions is satisfied:

(i) (A) at the time of such sale or transfer, the Collateral
Trustee, for the benefit of the Secured Parties, shall have a perfected
Lien, subject to no other Lien except as permitted by Section 6.16,
pursuant to the NFC Security Agreement in all of the outstanding shares of
capital stock of such Subsidiary and all of Navistar Financial's rights in
respect of all intercompany obligations from time to time payable by such
Subsidiary to Navistar Financial and (B) prior to or contemporaneously with
such sale or transfer, such Subsidiary shall have granted to Navistar
Financial, pursuant to an Intercompany Security Agreement substantially in
the form of Exhibit O-1 hereto (with such changes, consistent with the
provisions of Exhibit O-2 hereto as may be applicable), a Lien on all of
its assets securing all obligations from time to time payable by such
Subsidiary to Navistar Financial, including without limitation all
principal of and interest (including without limitation

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any interest that accrues after, or would accrue but for, the commencement
of any case, proceeding or other action relating to the bankruptcy,
insolvency or reorganization of such Subsidiary) on any loan or advance
made by Navistar Financial to such Subsidiary or any note issued by such
Subsidiary to Navistar Financial and all obligations from time to time
payable by such Subsidiary to Navistar Financial under the Tax Allocation
Agreement (except prior to the occurrence of an NFRRC Clean-up Event, with
respect to NFRRC) and the Intercompany Security Agreement to which such
Subsidiary is a party, and all action necessary to create and perfect, or
that the Collateral Trustee may reasonably request to create, preserve,
perfect, confirm or validate, the Lien of Navistar Financial thereunder
shall have been taken; provided that, if a relevant rating agency objects
to the granting by a Special Purpose Subsidiary of a Lien in favor of
Navistar Financial on any specific asset of such Special Purpose
Subsidiary, notwithstanding a good faith effort by Navistar Financial to
overcome such objection, such asset may be excluded from such Lien if the
remaining assets subject to such Lien include all of such Special Purpose
Subsidiary's rights to receive payments from the purchasers of Receivables
transferred by it or from any trust to which Receivables shall be or have
been transferred by it or to which a security interest in such Receivables
shall have been granted;

(ii) substantially contemporaneously with such sale or
transfer, such Subsidiary shall (A) in the case of any such Subsidiary
including TRIP, transfer such Receivables or rights to receive the income
therefrom or undivided interests therein to one or more third parties or
(B) in the case of TRIP, grant a security interest therein to the ABCP
Trust to secure Warehousing Debt, provided that, notwithstanding the
provisions of this clause (ii), Navistar Leasing may, upon receipt of any
notice from the Administrative Agent specified in the proviso to clause
(ii) of the definition of "Subsidiary Asset Amount" in Schedule 2 hereto,
sell or transfer any Lease Receivables or Investments in Leases to Harco
Leasing upon an assumption by Harco Leasing of Secured Intercompany
Obligations of Navistar Leasing or receipt of cash or a combination
thereof; and

(iii) such Subsidiary shall be a party to the Tax Allocation
Agreement; provided that (A) the Tax Allocation Agreement, as applicable to
any Special Purpose Subsidiary, may be amended to provide for

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payments by such Special Purpose Subsidiary to Navistar Financial on terms
no less favorable to Navistar Financial than the Fourth Addendum to the Tax
Allocation Agreement dated April 26, 1993 among Navistar Transportation,
Navistar Financial and NFSC, as originally executed and (B) NFRRC will not
be required to become a party to the Tax Allocation Agreement until an
NFRRC Clean-up Event shall have occurred.

(b) If at any time the Administrative Agent notifies Navistar
Financial that, in the opinion of the Required Banks, the cumulative effect of
sales of Retail Receivables by Navistar Financial has been to cause the average
quality of the outstanding Retail Receivables retained by Navistar Financial to
be materially inferior to the average quality of the outstanding Retail
Receivables sold by Navistar Financial, thereafter neither Navistar Financial
nor any of its Subsidiaries will sell or otherwise transfer any Retail
Receivables to any Person without the consent of the Required Banks; provided
that the foregoing will not prohibit (i) any sale that Navistar Financial or
such Subsidiary was legally obligated to make before it received such notice
from the Administrative Agent or (ii) (A) any sale of Retail Receivables by
Navistar Financial to TRIP or any sale of finance lease receivables by Harco
Leasing or Navistar Leasing to TRIP if, in each case, substantially
contemporaneously with such sale, the Retail Receivables or finance lease
receivables, as the case may be, so sold are sold or pledged by TRIP to the
ABCP Trust, (B) any sale of finance lease receivables by Harco Leasing to
Navistar Leasing if, substantially contemporaneously with such sale, such
finance lease receivables so sold are sold by Navistar Leasing to TRIP and are
sold or pledged by TRIP to the ABCP Trust or (C) any sale of Retail Receivables
by TRIP to the ABCP Trust, provided, in the case of each of subclauses (A), (B)
and (C), that the sum of (x) the aggregate face amount of all outstanding
commercial paper issued by the ABCP Trust, (y) the aggregate principal amount
of all loans to the ABCP Trust outstanding under the ABCP Liquidity Facility
Agreement and (z) the aggregate principal amount of all outstanding owner trust
certificates issued by the ABCP Trust does not exceed $311,000,000.

SECTION 6.15. Prepayments of Subordinated Debt. Navistar
Financial will not (and will not permit any of its Subsidiaries to) prepay,
purchase or otherwise retire any subordinated Debt of Navistar Financial prior
to the stated maturity thereof unless at the time of such prepayment, purchase
or retirement or, in the case of any subordinated Debt of Navistar Financial
issued pursuant to an indenture,

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at the time notice of redemption is given to the holders thereof pursuant to
the terms thereof, (i)(A) Navistar Financial has at least two of the following
Debt Ratings: (x) Baa3 or higher by Moody's, (y) BBB- or higher by S&P and (z)
BBB- or higher by Duff & Phelps Credit Rating Co. or (B) the sum (after giving
effect to such prepayment, purchase or retirement) of (x) the aggregate amount
of all outstanding Preferred Stock of Navistar Financial and (y) the aggregate
principal amount of all outstanding Subordinated Debt, in each case that is not
required to be repaid, purchased, redeemed or otherwise retired in whole or in
part before November 15, 1998, is at least equal to $100,000,000 and (ii) no
Default has occurred and is continuing or would result from such prepayment,
purchase or retirement.

SECTION 6.16. Negative Pledge. (a) Equal or Prior Liens on
Collateral. Navistar Financial will not create or suffer to exist, or permit
any other Credit Party to create or suffer to exist, any Lien on any Collateral
which ranks or, within 15 days thereafter would rank, equal or prior to the
Lien on such Collateral created under any Security Document, except:

(i) Liens existing on November 4, 1994 securing Debt outstanding
on such date in an aggregate principal or face amount not exceeding
$1,000,000;

(ii) Liens created on marketable securities and deposits made to
obtain bonds required in connection with repossessing vehicles in the
ordinary course of business;

(iii) Liens created on marketable securities and deposits made to
secure the performance of appeal bonds in connection with any litigation to
which Navistar Financial or any of its Subsidiaries other than Harco
Insurance and Harco Insurance Services is a party; provided that the
aggregate amount of obligations secured by all such Liens does not at any
time exceed $20,000,000;

(iv) Liens created on marketable securities and deposits made in
the ordinary course of business to secure Navistar Financial's obligations
in connection with workers' compensation, health insurance, unemployment
insurance and withholding taxes, and other similar obligations;

(v) any Lien on equipment acquired by Navistar Financial or any
of its Subsidiaries in the ordinary course of business for its own use,
which Lien secures

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Debt incurred or assumed for the purpose of financing all or any part of
the cost of acquiring such equipment or all or any portion of the unpaid
purchase price thereof, provided that such Lien attaches to such equipment
concurrently with or within 90 days after the acquisition thereof;

(vi) (A) Liens on assets of Navistar Financial transferred or
purported to be transferred to any Special Purpose Subsidiary for the
benefit of such Special Purpose Subsidiary pursuant to, and to the extent
required under, any Permitted Receivables Document; (B) Liens on assets
transferred or purported to be transferred by any Special Purpose
Subsidiary or any spread account or reserve required to be established by
any Special Purpose Subsidiary for the benefit of the purchasers of
Receivables, rights to receive income therefrom or undivided interests
therein, or for the benefit of a trustee acting on their behalf, pursuant
to, and to the extent required under, any Permitted Receivables Document;
and (C) Liens on Warehousing Collateral securing Warehousing Debt;

(vii) subject to subsection (b) of this Section, Liens under the
Security Documents;

(viii) (A) mechanics' Liens on equipment repossessed by any Credit
Party and Liens on real estate acquired by any Credit Party through
foreclosure or by deed in lieu of foreclosure upon a default on a Capital
Loan to Dealer, in each case existing prior to such repossession or
foreclosure and not created in contemplation thereof and not securing any
Debt or other obligation of any Credit Party; (B) carriers' or
warehousemen's Liens on equipment repossessed by any Credit Party arising
in the ordinary course of business and securing obligations (x) not yet
delinquent or (y) being contested in good faith by appropriate proceedings
if a reserve or other appropriate provision, if any, as shall be required
in conformity with generally accepted accounting principles shall have been
made therefor; and (C) landlords' Liens on tangible personal property of
any Credit Party located on any premises leased by such Credit Party
securing obligations (x) not yet delinquent or (y) being contested in good
faith by appropriate proceedings if a reserve or other appropriate
provision, if any, as shall be required in conformity with generally
accepted accounting principles shall have been made therefor; and

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(ix) other Liens on cash, marketable securities or equipment,
provided that the aggregate outstanding principal or face amount of Debt
and other obligations secured by such Liens and by all Liens permitted
under subsection (c)(iv) of this Section shall not at any time exceed
$2,000,000;

provided that on and after the Amendment Effective Date, Navistar Financial
will not, and will not permit any other Credit Party (except Harco Insurance)
to, create any Lien permitted under clause (ii), (iii), (iv), (v) or (ix) of
this Section 6.16(a) unless (x) both immediately before and after giving effect
to the creation of such Lien, there shall exist no Event of Default and (y)
Navistar Financial shall comply with Section 2.06 of the NFC Security Agreement
with respect thereto or, in the case of any other Credit Party (except Harco
Insurance), the relevant Intercompany Security Agreement shall contain
provisions comparable to such Section 2.06 and such Credit Party shall have
complied with such provisions. In connection with the creation of any such
Lien on any marketable securities owned by Navistar Financial, Navistar
Financial will exercise reasonable efforts to allow the Collateral Trustee to
hold such marketable securities in accordance with Section 4.02 of the NFC
Security Agreement. If, notwithstanding such efforts, the Person holding the
obligations secured by such Lien ("Senior Secured Obligations") shall require
the physical delivery of such marketable securities, then (i) concurrently with
any such physical delivery pursuant to Section 2.06(c) of the NFC Security
Agreement, Navistar Financial will provide such Person and any Person who will
hold such marketable securities (or, in the case of any marketable securities
as to which ownership or the existence of a security interest is evidenced by
book entries, the relevant Permitted Financial Intermediary (as defined in the
NFC Security Agreement)) with (x) written notice of the existence of the
Trustee's Security Interest (as defined in the NFC Security Agreement) in such
marketable securities and (y) irrevocable written instructions to transfer to
or as directed by the Collateral Trustee any such marketable securities and
proceeds thereof remaining after such Senior Secured Obligations have been
satisfied, unless such Person shall have previously received written notice
from the Collateral Trustee of the release of the Trustee's Security Interest
therein and (ii) concurrently with any such physical delivery pursuant to any
Intercompany Security Agreement, Navistar Financial shall cause the relevant
Credit Party to comply with procedures comparable to the foregoing.

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(b) Liens under the NFC Security Agreement. No Debt or other
obligation of Navistar Financial will be secured under the NFC Security
Agreement except (i) principal of and interest on the Notes and all other sums
payable by Navistar Financial under this Agreement, (ii) sums payable by
Navistar Financial under the MBD Receivables Purchase Agreement and the TRIP
Receivables Purchase Agreement, (iii) sums payable by Navistar Financial under
the NFC Security Agreement, including, without limitation, Trustee's Fees, (iv)
principal of, premium, if any, and interest on Existing Indenture Obligations,
and other sums payable under Existing Debt Indentures, (v) Bank Account
Obligations owing from time to time to Banks listed in Schedule G to the NFC
Security Agreement, (vi) sums, if any, payable by Navistar Financial to any
Bank under any Interest Rate Agreement listed in Schedule G to the NFC Security
Agreement and (vii) Debt or other obligations specified below with respect to
which Navistar Financial shall have complied with the provisions of Section
2.07 of the NFC Security Agreement:

(A) Debt for Borrowed Money issued or incurred by Navistar
Financial after the Amendment Effective Date, provided that at the time of
such issuance or incurrence no Default shall have occurred and be
continuing or would result therefrom;

(B) Bank Account Obligations owing to Banks not listed in
Schedule G to the NFC Security Agreement;

(C) all obligations of Navistar Financial in respect of (w) an
Option 2 Cap, (x) an interest rate cap agreement entered into by Navistar
Financial as cap provider in connection with TRIP's acquiring an interest
rate cap pursuant to Section 5.2 of the Warehousing Facility Agreement
satisfying the requirements of Section 5.2(c) thereof, which in the
reasonable good faith judgment of Navistar Financial provides for payments
by Navistar Financial in amounts and at times that substantially match the
amounts and times of the payments anticipated to be received by the ABCP
Trust in respect of the interest rate cap agreement so entered into by
TRIP, (y) an interest rate swap agreement referred to in Section 6.21 or
(z) any Interest Rate Agreement between Navistar Financial and any
financial institution whose senior unsecured long-term debt securities
without third-party credit enhancement are rated at least A2 by Moody's and
A by S&P or any Bank entered into after the Amendment Effective Date which
(1) has an original term of not more than six months; or (2) has a term
greater than

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six months but less than six years, if, immediately after giving effect to
Navistar Financial's entry into such Interest Rate Agreement, the aggregate
notional principal amount under all Interest Rate Agreements secured under
the NFC Security Agreement pursuant to this subclause (z)(2) shall not
exceed $100,000,000; and

(D) all fees and expenses of any Indenture Trustee in connection
with any Debt for Borrowed Money described in subclause (A) above.

Any capitalized term used in this subsection (b) and not otherwise defined in
this Agreement has the meaning ascribed to such term in the NFC Security
Agreement.

(c) Junior Liens on Collateral. Navistar Financial will not
create or suffer to exist, or permit any other Credit Party (except Harco
Insurance) to create or suffer to exist, any Lien on any Collateral which ranks
junior to the Lien on such Collateral created under any Security Document,
except:

(i) any Junior Lien created by any order of attachment,
distraint, execution or similar legal process in connection with court
proceedings, so long as (A) the asset subject to such Lien has not been
foreclosed upon or otherwise seized, attached or levied against or put up
for sale and (B) no action has been taken by the holder of the obligations
secured by such Lien, or any Person acting on behalf of such holder, to
foreclose upon the asset subject to such Lien unless such action is
dismissed or stayed within 30 days;

(ii) any Junior Lien in respect of taxes, assessments or other
governmental charges which are not yet due or are being contested in good
faith by appropriate proceedings;

(iii) Liens in favor of Navistar Financial securing obligations
owing by any Subsidiary of Navistar Financial to Navistar Financial; and

(iv) other Liens on cash, marketable securities or equipment,
provided that the aggregate outstanding principal amount of Debt and other
obligations secured by such Liens and by all Liens permitted under
subsection (a)(ix) of this Section shall not at any time exceed $2,000,000.

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(d) Liens on Harco Insurance Collateral. Navistar Financial will
not permit Harco Insurance to create or suffer to exist any Lien on any asset
constituting Collateral under the Harco Insurance Security Agreement other than
the Lien thereunder.

(e) Liens on Other Assets. Navistar Financial will not, and will
not permit any of its Subsidiaries (except Harco Insurance and Harco Insurance
Services) to, create or suffer to exist any Lien on any asset that does not
constitute Collateral under any Security Document, except:

(i) (A) Liens on equipment acquired from time to time by or for
the account of Navistar Financial pursuant to Section 6.07 of the MBD
Receivables Purchase Agreement (or pursuant to any substantially similar
provision of any Permitted Receivables Document) and the proceeds thereof
and (B) Liens on Excluded Assets, in each case for the benefit of the
purchasers of Receivables, rights to receive income therefrom or undivided
interests therein, or a trustee acting on their behalf, pursuant to, and to
the extent required under, any Permitted Receivables Document or, in the
case of TRIP, Liens on Excluded Assets for the benefit of the ABCP Trust;
and

(ii) Liens described in subsections (c)(i) and (c)(ii) of this
Section.

(f) No Liens Securing Debt to Navistar International and
Affiliates. Notwithstanding any other provision of this Agreement to the
contrary, Navistar Financial will not create or suffer to exist, or permit any
of its Subsidiaries (except Harco Insurance and Harco Insurance Services) to
create or suffer to exist, any Lien on any of their respective assets securing
any obligation owing by Navistar Financial or any Subsidiary of Navistar
Financial to Navistar International, Navistar Transportation or any of their
respective Affiliates (other than Navistar Financial).

(g) No Additional Restriction on Receivables Sales. No provision
of this Section 6.16 will restrict the right of Navistar Financial or any of
its Subsidiaries to sell Receivables pursuant to sales that otherwise comply
with the terms of this Agreement.

SECTION 6.17. No Fundamental Changes. (a) Navistar Financial
will not merge or consolidate with any other Person unless Navistar Financial
is the surviving

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corporation and no Default would exist immediately after such transaction is
consummated.

(b) Navistar Financial will at all times own and hold the entire
legal and beneficial interest in and to all of the outstanding stock of NFSC,
NFRRC, TRIP, Harco Leasing, Navistar Leasing, Harco Insurance and each other
Credit Party and will not, directly or indirectly, sell, exchange, transfer,
pledge or in any way encumber or otherwise dispose of such stock except
pursuant to the NFC Security Agreement.

SECTION 6.18. Intercompany Agreements. (a) Navistar Financial
will (i) perform all of its obligations under the Master Intercompany Agreement
unless Navistar Transportation shall have failed to make any payment payable by
it to Navistar Financial under the Master Intercompany Agreement or the Tax
Allocation Agreement; (ii) enforce the Master Intercompany Agreement against
Navistar Transportation in accordance with its terms; (iii) not cancel or
terminate, or permit the cancellation or termination of, the Master
Intercompany Agreement, or Article II, VI, VII or VIII (other than paragraph C)
thereof, and (iv) not agree to any amendment, waiver or modification of the
Master Intercompany Agreement which is materially adverse to Navistar
Financial; provided that the Master Intercompany Agreement may be modified to
modify, amend or eliminate Section II.A of the Master Intercompany Agreement
insofar as such Section requires Navistar Transportation to offer to sell to
Navistar Financial, or requires Navistar Financial to purchase, "Wholesale
Contracts" (as such term is defined in the Master Intercompany Agreement).

(b) Navistar Financial will (i) enforce the Tax Allocation
Agreement against Navistar Transportation in accordance with its terms, (ii)
not agree to any amendment, waiver or modification of the Tax Allocation
Agreement (except any such amendment permitted by Section 6.14(a)(iii)) which
amends or modifies the provisions of the Amendment to Tax Allocation Agreement
and Acknowledgement dated as of April 26, 1993 among Navistar Financial,
Navistar Transportation and TRIP or is in any manner adverse to Navistar
Financial or to Navistar Financial and its Subsidiaries taken as a whole.

(c) Navistar Financial will (i) enforce each Intercompany Loan
Agreement and each Intercompany Security Agreement against the Subsidiary of
Navistar Financial that is a party thereto in accordance with its terms and
take all action that from time to time may be necessary to create or

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perfect, or that the Collateral Trustee may reasonably request, in order to
create, preserve, perfect, confirm or validate, Navistar Financial's Lien under
each Intercompany Security Agreement, or to collect, receive, appropriate and
realize upon any or all of the collateral security for such Lien; (ii) subject,
in the case of any Special Purpose Subsidiary, to any restriction on the
relevant payments permitted by Section 6.20(a), cause each of its Subsidiaries
(except in the case of NFSC, to the extent prohibited by the Master Revolving
Credit Agreement dated as of December 27, 1990 between NFSC and Navistar
Financial, as amended by Amendment No. 1 thereto dated as of April 26, 1993 and
as further amended from time to time as permitted by this Section 6.18) to pay
promptly all accounts payable from time to time owing by such Subsidiary to
Navistar Financial (including without limitation amounts payable from time to
time by such Subsidiary to Navistar Financial under the Tax Allocation
Agreement); (iii) not cancel or terminate, or permit the cancellation or
termination of, any Intercompany Loan Agreement or Intercompany Security
Agreement without the consent of the Supermajority Banks; (iv) not agree to (A)
any amendment, waiver or modification of any provision of any Intercompany Loan
Agreement if there is a reasonable possibility that such amendment, waiver or
modification would have the effect of (1) reducing the amount owed by any
Subsidiary of Navistar Financial to Navistar Financial under any Intercompany
Loan Agreement, (2) postponing the date that any payment would otherwise be
payable to Navistar Financial thereunder, (3) further subordinating Navistar
Financial's right to payment thereunder to the rights of any other creditors,
(4) further restricting the Subsidiary party thereto from applying, or
releasing to any extent such Subsidiary from its obligation to apply, cash
received by it to pay its allocated share of payments from time to time owing
by Navistar Financial to Navistar Transportation under the Tax Allocation
Agreement or (5) changing the transactions contemplated thereunder in a manner
that makes them, taken as a whole, less favorable to Navistar Financial or (B)
any amendment, waiver or modification of any provision of any Intercompany
Security Agreement, in each case, without the consent of the Required Banks or,
in the case of any such amendment, modification or waiver that has the effect
of reducing the amount owed by any Subsidiary of Navistar Financial to Navistar
Financial under any Intercompany Loan Agreement or permitting the release,
substitution or sharing of any Collateral subject to the Lien of any
Intercompany Security Agreement, without the consent of the Supermajority
Banks; and (v) deliver to the Administrative Agent and the Collateral Trustee,
promptly upon receipt thereof, a copy of each certificate, notice, financing
statement (including any continuation statement),

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instruction or other document received or delivered by it in connection with
each Intercompany Loan Agreement and Intercompany Security Agreement.

SECTION 6.19. Transactions With Affiliates. (a) Navistar
Financial will not (and will not permit any of its Consolidated Subsidiaries,
except Harco Insurance and Harco Insurance Services to) engage in any
transaction with Navistar International, Navistar Transportation or any of
their respective Affiliates (except Navistar Financial or a Subsidiary of
Navistar Financial other than Harco Insurance and Harco Insurance Services),
except that

(i) Navistar Financial may engage in any transaction expressly
provided for in or contemplated by any Credit Document or any Permitted
Receivables Document,

(ii) Navistar Financial may engage in any transaction provided
for in the Master Intercompany Agreement,

(iii) Navistar Financial may obtain from Harco Insurance bonds
described in clauses (ii) and (iii) of Section 6.16(a) and insurance
described in clause (iv) of Section 6.16(a) and secure Navistar Financial's
obligations in respect thereof as permitted under such clauses, and

(iv) Navistar Financial may engage in any other transaction in the
ordinary course of business on terms which are no less favorable to
Navistar Financial than would be obtainable at the time in a comparable
arms-length transaction by Navistar Financial with Persons other than
Navistar International, Navistar Transportation and their respective
Affiliates.

(b) The rate which Navistar Financial charges Navistar
Transportation for any period with respect to Wholesale Notes under the Master
Intercompany Agreement (which charges, in effect, compensate Navistar Financial
for the fact that, under Navistar Transportation's programs for its dealers as
in effect from time to time, Wholesale Notes financed by Navistar Financial may
bear no interest during certain periods, such as in-transit periods or free
floor plan periods) shall not be less than the prevailing rate of interest
charged to Navistar Transportation's dealers generally on interest-bearing
Wholesale Notes financed by Navistar Financial during the same period
(calculated on a daily average basis if such prevailing rate changes during
such period).

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(c) Notwithstanding any other provision herein to the contrary,

(i) Navistar Financial will not, and will not permit any of its
Subsidiaries to, make or become obligated to make any Investment in, or
acquire or become obligated to acquire all or any part of the business or
assets of, Navistar International, Navistar Transportation or any of their
respective Subsidiaries (other than Navistar Financial or any Subsidiary of
Navistar Financial) except:

(A) accounts receivable on which Navistar Transportation is the
obligor arising in the ordinary course of business under the Master
Intercompany Agreement, provided that (x) the aggregate amount owing to
Navistar Financial under all such accounts receivable shall not exceed
$20,000,000 at any time and (y) no such account receivable shall be
outstanding for more than 10 Domestic Business Days;

(B) loans or advances to Navistar Transportation or Navistar
International, provided that (x) no Default shall have occurred and be
continuing or would result therefrom, (y) no Unpaid NITC Amount remains
unpaid and (z) the aggregate unpaid amount of all such loans and
advances shall not exceed $10,000,000 at any time; and

(C) acquisitions of Receivables by Navistar Financial in the
ordinary course of business pursuant to the Master Intercompany
Agreement;

(ii) Navistar Financial will not, and will not permit any of its
Subsidiaries to, purchase or otherwise finance any Wholesale Note as to
which the obligor is a branch or store owned by Navistar Transportation or
Navistar International; and

(iii) Navistar Financial will not, and will not permit any of
its Subsidiaries to, declare or make (A) any dividend or other distribution
with respect to any shares of the capital stock of Navistar Financial
(except dividends payable solely in shares of its capital stock) or (B) any
payment on account of the purchase, redemption, retirement or acquisition of
(1) any shares of Navistar Financial's capital stock or (2) any option,
warrant or other right to acquire shares of Navistar Financial's capital
stock (collectively, a

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"Restricted Payment") or make any payment to Navistar Transportation or
Navistar International under the Tax Allocation Agreement ("Tax Payment")
unless (A) no Default shall have occurred and be continuing immediately
before or immediately after such Restricted Payment is declared or made or
such Tax Payment is made, as the case may be, (B) no Unpaid NITC Amount
remains unpaid immediately before or immediately after such Restricted
Payment is declared or made or such Tax Payment is made, as the case may
be, and (C) in the case of each Tax Payment, such Tax Payment shall then be
due and payable under the Tax Allocation Agreement and Navistar Financial
and its Subsidiaries shall continue to file consolidated income tax returns
with either Navistar Transportation or Navistar International at the time
of such Tax Payment.

For purposes of this subsection (c):

(x) "Unpaid NITC Amount" means, as of any date, any amount due and
owing by Navistar Transportation to Navistar Financial under the Master
Intercompany Agreement or the Tax Allocation Agreement (including without
limitation any amount which would have been due and owing under the Master
Intercompany Agreement or the Tax Allocation Agreement but for the
commencement of a case or proceeding of the type specified in clause (l) or
(m) of Section 7.01 and any amount previously paid, the payment of which has
been rescinded or must be otherwise restored or returned as a result of such
a case or proceeding or otherwise); and

(y) any payment by Navistar Financial or any of its Subsidiaries to
any taxing authority, or to Navistar International or Navistar
Transportation, of or attributable to (A) taxes of or assessments on
Navistar International, Navistar Transportation or any of their respective
Subsidiaries (other than any such taxes or assessments attributable to the
income, operations or assets of Navistar Financial and its Subsidiaries and
not previously paid by Navistar Financial or any of its Subsidiaries under
the Tax Allocation Agreement) or (B) retirement benefits for the benefit of
any employee of Navistar International, Navistar Transportation or any of
their respective Subsidiaries (other than Navistar Financial and its
Subsidiaries) or to the PBGC in respect of any such retirement benefits will
be deemed to be (1) a loan from Navistar Financial or such Subsidiary to
Navistar Transportation if and to the extent that (x) Navistar
Transportation is legally obligated to reimburse

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Navistar Financial or such Subsidiary for such payment and (y) Navistar
Financial has not designated by notice to the Administrative Agent on or
prior to the date of such payment that such payment shall be treated as a
Restricted Payment and (2) a Restricted Payment from Navistar Financial or
such Subsidiary to Navistar Transportation if and to the extent that (x)
Navistar Transportation is not legally obligated to reimburse Navistar
Financial or such Subsidiary of Navistar Financial for such payment or (y)
Navistar Transportation is legally obligated to reimburse Navistar
Financial or such Subsidiary for such payment but Navistar Financial has
designated by notice to the Administrative Agent on or before the date of
such payment that such payment shall be treated as a Restricted Payment for
purposes of this subsection (c).

SECTION 6.20. Subsidiary Payments. (a) Navistar Financial will
not, and will not permit any of its Subsidiaries (other than Harco Insurance
and Harco Insurance Services) to, create, assume or otherwise cause or suffer
to exist or to become effective any consensual encumbrance or restriction on
the ability of any Subsidiary of Navistar Financial to pay dividends or make
other distributions on its capital stock or make payments to Navistar Financial
under the Tax Allocation Agreement or make payments in respect of any Debt or
other obligation owing by such Subsidiary to Navistar Financial or any other
Subsidiary of Navistar Financial other than, in the case of any Special Purpose
Subsidiary, any provision contained in (x) any documentation relating to a sale
of Receivables, rights to receive income therefrom or undivided interests
therein, or (y) any ABCP Transaction Document

(i) in either case, requiring that any such Debt or other obligation
be subordinated in right of payment to, or that payments in respect of such
Debt or other obligation be made only after such Special Purpose Subsidiary
shall have satisfied, such Special Purpose Subsidiary's obligation to (A)
pay all amounts required to be paid by such Special Purpose Subsidiary to or
for the benefit of (1) the relevant purchasers of Receivables, rights to
receive income therefrom or undivided interests therein, (2) any trustee
acting on their behalf, or (3) in the case of TRIP, the ABCP Trust, and (B)
set aside all reserves required to be maintained by such Special Purpose
Subsidiary in connection with such sale or under the ABCP Transaction
Documents, as the case may be,

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(ii) in either case, comparable to the "bankruptcy standstill"
provision contained in Section 6 of the NFRRC Intercompany Advance
Agreement, or

(iii) in the case of any ABCP Transaction Document, restricting
TRIP's ability to declare or pay dividends or make distributions upon any of its
common stock (other than dividends and distributions payable only in shares of
TRIP common stock) if the effect of such declaration, payment or distribution
would be to reduce the paid-in capital and retained earnings of TRIP (as
determined in accordance with generally accepted accounting principles as in
effect from time to time) below $13,380,000.

(b) Navistar Financial will cause Harco Insurance to pay
dividends to Navistar Financial not less than once in every Fiscal Year in the
maximum amounts consistent, in the reasonable judgment of Navistar Financial,
with maintaining an A.M. Best policyholders rating with respect to Harco
Insurance of not less than A+.

(c) Navistar Financial shall (i) cause any Subsidiary of Navistar
Financial not in existence on November 4, 1994 to (A) enter into an
Intercompany Security Agreement substantially in the form of Exhibit O-1 or O-2
hereto, as applicable, and to take all action necessary to create and perfect,
or that the Collateral Trustee may reasonably request to create, preserve,
perfect, confirm or validate, the Lien of Navistar Financial thereunder and (B)
become a party to the Tax Allocation Agreement (subject to the proviso in
Section 6.14(a)(iii)) and (ii) grant to the Collateral Trustee, for the benefit
of the Secured Parties, a valid security interest in all of the outstanding
shares of capital stock of such Subsidiary and all of Navistar Financial's
rights in respect of all intercompany obligations from time to time payable by
such Subsidiary to Navistar Financial and take all such action necessary to
create and perfect, or that the Collateral Trustee may reasonably request to
create, preserve, perfect, confirm or validate, such security interest.

(d) Navistar Financial will cause NFRRC to become a party to the
Tax Allocation Agreement promptly upon the occurrence of an NFRRC Clean-up
Event.

SECTION 6.21. Hedging. Within (i) 30 days of Navistar
Financial's entering into any interest rate cap agreement referred to in
Section 6.16(b)(vii)(C)(x) and (ii) 215 days of Navistar Financial's entering
into an Option 2 Cap if such Option 2 Cap shall not have theretofore been

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terminated, Navistar Financial shall enter into one or more amortizing interest
rate swap agreements with any financial institution whose senior unsecured
long-term debt securities without third-party credit enhancement are rated at
least A2 by Moody's and A by S&P or any Bank which in the reasonable good faith
judgment of Navistar Financial provides for payments in amounts and at times
that substantially match the amounts and times of the payments anticipated to
be received by the ABCP Trust in respect of the Receivables then held by the
ABCP Trust to which such interest rate cap agreement relates.

ARTICLE VII

DEFAULTS

SECTION 7.01. Events of Default. Any one of the following events
shall constitute an "Event of Default" hereunder:

(a) Navistar Financial shall fail to pay any principal of any
Note when due, or shall fail to pay any interest on any Note or any fee due
under this Agreement within five Domestic Business Days after such interest
or fee is due, provided that, if notice of any Federal Priority Lien shall
have been filed and Navistar Financial is unable to borrow a Refunding
Borrowing hereunder solely by reason of such filing, any failure by
Navistar Financial to repay any principal of any Note that shall become due
within a period of 30 days after such filing shall not constitute an Event
of Default hereunder until the end of such 30-day period;

(b) (i) Navistar Financial shall fail to comply with any covenant
contained in clause (a), (b), (d) or (f) of Section 6.16, clause (c) of
Section 6.19, or clause (c) of Section 6.20 of this Agreement, or clause
(a), (c) (other than the 60 days' prior notice requirement contained in the
first sentence thereof and the five days' prior notice requirement
contained in the proviso to such first sentence) or (j) of Section 4.01,
clause (a), (c), (d) or (e) of Section 4.03, Section 4.04, Section 4.05 or
the proviso to Section 4.07(d) of the NFC Security Agreement; (ii) Harco
Leasing shall fail to comply with any covenant contained in subsection (B)
or (C) of Section 3 or subsection (A) (other than the 60 days' prior notice
requirement contained in the first sentence thereof), (E) or (F) of Section
4 of the Harco Leasing Security

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Agreement; (iii) Harco Insurance shall fail to comply with any covenant
contained in subsection (A), (C) or (F) of Section 4 of the Harco Insurance
Security Agreement; (iv) NFRRC shall fail to comply with any covenant
contained in subsection (B) or (C) of Section 3 or subsection (A) (other
than the 60 days' prior notice requirement contained in the first sentence
thereof), (E) or (F) of Section 4 of the NFRRC Security Agreement; (v) NFSC
shall fail to comply with any covenant contained in subsection (B) or (C)
of Section 3 or subsection (A) (other than the 60 days' prior notice
requirement contained in the first sentence thereof), (E) or (F) of Section
4 of the NFSC Security Agreement; (vi) TRIP shall fail to comply with any
covenant contained in subsection (B) or (C) of Section 3 or subsection (A)
(other than the 60 days' prior notice requirement contained in the first
sentence thereof), (E) or (F) of Section 4 or the last sentence of
subsection (C) of Section 7 of the TRIP Security Agreement; (vii) Navistar
Leasing shall fail to comply with any covenant contained in subsection (B)
or (C) of Section 3 or subsection (A) (other than the 60 days' prior notice
requirement contained in the first sentence thereof), (E) or (F) of Section
4 of the Navistar Leasing Security Agreement; or (viii) any other
Subsidiary of Navistar Financial shall fail to comply with any covenant
contained in any Intercompany Security Agreement comparable to the
foregoing;

(c) Navistar Financial shall fail to comply with any covenant
contained in Section 6.01(h), 6.06 or 6.10 within one Domestic Business Day
after Navistar Financial first becomes aware or is advised of such failure;

(d) Navistar Financial shall fail to comply with any covenant
contained in Section 6.11, 6.12, 6.13, 6.14, 6.15, 6.17, subsection (a) or
(b) of Section 6.19 or Section 6.20(a) or 6.21 within ten Domestic Business
Days after notice of such failure has been given to Navistar Financial by
the Administrative Agent at the request of any Bank;

(e) Navistar Financial shall fail to comply with any covenant
contained in Section 6.08 or 6.09 and the Majority Banks shall have
determined that such failure should constitute an Event of Default and the
Administrative Agent shall have notified Navistar Financial of such
determination;

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(f) any Credit Party shall fail to comply with any of its
covenants or obligations under any Credit Document to which it is a party
(other than those covered by clauses (a), (b), (c), (d) and (e) above)
within 30 days after notice of such failure has been given to Navistar
Financial by the Administrative Agent at the request of any Bank;

(g) any representation or statement of fact made or deemed made
by any Credit Party in any Credit Document, or any certificate or other
document delivered by any Credit Party pursuant to any Credit Document,
shall prove to have been incorrect in any material respect when made or
deemed made and, if the consequences of such representation or statement
being incorrect shall be susceptible of remedy in all material respects,
such consequences shall not be remedied in all material respects within 30
days after such Credit Party first becomes aware or is advised that such
representation or statement was incorrect in a material respect;

(h) Navistar Financial or any Subsidiary of Navistar Financial
shall fail to pay when due, or within any applicable grace period, any
principal of or interest on Debt of Navistar Financial or such Subsidiary,
as the case may be, which exceeds $1,000,000 in aggregate principal amount,
provided that this clause (h) shall not apply to Debt of Navistar Financial
evidenced by the Notes;

(i) any Debt of Navistar Financial or any Subsidiary of Navistar
Financial which exceeds $1,000,000 in aggregate principal or face amount
shall become due prior to its stated maturity, or any event or circumstance
shall occur which permits (or, with the giving of notice or lapse of time
or both, would permit) one or more Persons other than Navistar Financial or
such Subsidiary, as the case may be, to cause such Debt to become due prior
to its stated maturity;

(j) Navistar Financial or any Subsidiary of Navistar Financial
shall fail to pay when due, or within any applicable grace period, an
amount or amounts aggregating in excess of $1,000,000 which it owes to any
Person other than Navistar Financial or any Subsidiary of Navistar
Financial under any documentation to which it is or becomes a party in
connection with any sale of Receivables, rights to

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receive income therefrom or undivided interests therein;

(k) (i) Navistar Transportation or Navistar International shall
at any time cease to own and hold the entire legal and beneficial interest
in all of the outstanding stock of Navistar Financial having ordinary
voting power for the election of directors (other than directors'
qualifying shares) or shall, directly or indirectly, sell, exchange,
transfer, pledge or in any way encumber or otherwise dispose of any such
stock; (ii) any person (other than any employee benefit plan or related
trust of Navistar International, Navistar Transportation or any of their
respective Subsidiaries) or group of persons (within the meaning of Section
13 or 14 of the Securities Exchange Act of 1934, as amended) shall have
acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated
by the Securities and Exchange Commission under said Act) of 30% or more of
the total outstanding shares of common stock of Navistar International;
(iii) any employee benefit plan or related trust of Navistar International,
Navistar Transportation or any of their respective Subsidiaries shall have
acquired beneficial ownership (within the meaning set forth above) of 40%
or more of the total outstanding common stock of Navistar International; or
(iv) during any period of 36 consecutive calendar months, individuals who
were directors of Navistar International on the first day of such period
(the applicable "Incumbent Board") shall cease to constitute a majority of
the board of directors of Navistar International for any reason other than
death or disability, provided that, for purposes of this clause (iv), any
individual becoming a director during any such period subsequent to the
first day thereof, whose election, or nomination for election, was approved
by a vote of at least a majority of the directors then comprising the
Incumbent Board for such period shall be considered as though such
individual was a member of the Incumbent Board for such period;

(l) any Credit Party, Navistar Transportation or Navistar
International shall (i) apply for or consent to the appointment of, or the
taking of possession by, a receiver, custodian, trustee (other than the
Collateral Trustee), or liquidator of itself or of all or any substantial
part of its property, (ii) admit in writing its inability to pay its debts
as they become due, (iii) make a general assignment for the benefit of
creditors or (iv) commence a voluntary case under the

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Bankruptcy Code or file a petition or make any other application seeking to
take advantage of any other law relating to bankruptcy, insolvency,
liquidation, reorganization, dissolution, winding up or composition or
readjustment of debts, or acquiesce in writing to, or fail to controvert in
a timely manner, or consent to, any such relief in an involuntary case or
other proceeding commenced against it;

(m) a case or other proceeding shall be commenced, without the
application or consent of any Credit Party, Navistar Transportation or
Navistar International under any law relating to bankruptcy, insolvency,
liquidation, reorganization, dissolution, winding up or composition or
readjustment of debts, in any court of competent jurisdiction, seeking the
liquidation, reorganization, dissolution, winding up, or composition or
readjustment of debts of any Credit Party, Navistar Transportation or
Navistar International, the appointment of a trustee, receiver, custodian,
liquidator or the like of any Credit Party, Navistar Transportation or
Navistar International or of all or any substantial part of the assets of
any Credit Party, Navistar Transportation or Navistar International or any
similar action with respect to any Credit Party, Navistar Transportation or
Navistar International and such case or proceeding shall continue
undismissed, or unstayed and in effect, for a period of 60 consecutive
days; or an order for relief in respect of any Credit Party, Navistar
Transportation or Navistar International shall be entered in an involuntary
case under the Bankruptcy Code; or an analogous order in respect of any
Credit Party, Navistar Transportation or Navistar International shall be
entered in any similar state law proceeding;

(n) (i) any Material Plan shall be terminated under Title IV of
ERISA other than pursuant to a voluntary standard termination under Section
4041(b) of ERISA, or the PBGC shall have obtained a decree adjudicating
that any Material Plan must be terminated or appointing a trustee to
administer any Material Plan; or (ii) notice of any Lien arising under
Title I or Title IV of ERISA shall be filed under Section 6323(a) of the
Internal Revenue Code (or any successor provision) against, or otherwise
affecting the assets of, Navistar Financial or any of its Subsidiaries and
such Lien shall not have been terminated within 30 days;

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(o) (i) a judgment or order for the payment of money in excess of
$1,000,000 shall be rendered against Navistar Financial or any Subsidiary
of Navistar Financial or (ii) a judgment or order for the payment of money
in excess of $10,000,000 shall be rendered against Navistar Transportation
or Navistar International and, in either case, such judgment or order shall
continue unsatisfied and unstayed for a period of 30 days;

(p) notice of any Lien in respect of unpaid taxes or assessments
other than a Permitted Tax Lien shall be filed by any taxing authority
against, or otherwise affecting the assets of, Navistar Financial or any of
its Subsidiaries and such Lien shall not have been terminated within 30
days;

(q) Navistar Transportation or Navistar International shall fail
to observe or perform any of its covenants contained in the Amended
Parents' Side Agreement for a period of 30 days after notice of such
failure shall have been given to Navistar Financial, Navistar
Transportation and Navistar International by the Administrative Agent at
the request of any Bank or the Amended Parents' Side Agreement shall fail,
at any time and for any reason, to be in full force and effect or Navistar
Transportation or Navistar International shall so assert in writing;

(r) Navistar Transportation shall (i) cancel or terminate the
Master Intercompany Agreement, or Article II, VI, VII or VIII (other than
paragraph C) thereof, (ii) fail to make any payment payable by it in
respect of any account receivable referred to in Section 6.19(c)(i)(A), or
fail to make any other payment payable by it to Navistar Financial under
the Master Intercompany Agreement, the Tax Allocation Agreement, or
otherwise, within ten Domestic Business Days after such payment is due or
(iii) fail to observe or perform any of its other covenants or obligations
under the Master Intercompany Agreement for a period of 30 days after
notice of such failure shall have been given to Navistar Financial and
Navistar Transportation by the Administrative Agent at the request of any
Bank;

(s) any Security Document shall fail, at any time and for any
reason, to be in full force and effect or any Credit Party thereto shall so
assert in writing; or any Security Document shall fail to create a valid,
perfected security interest in the Collateral described

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therein having the priority purported to be created thereby;

(t) the Collateral Trustee shall have received any Notice of
Acceleration (as defined in the NFC Security Agreement) from any Person
(other than the Administrative Agent) entitled to deliver a Notice of
Acceleration under the NFC Security Agreement;

(u) either Navistar International or Navistar Transportation
shall fail to pay when due, or within any applicable grace period, any
principal of or interest on its Debt for Borrowed Money which exceeds
$10,000,000 in aggregate principal or face amount; or

(v) any Debt for Borrowed Money of either Navistar International
or Navistar Transportation which exceeds $10,000,000 in aggregate principal
or face amount shall become due prior to its stated maturity, or any event
or circumstance shall occur which permits one or more Persons other than
Navistar International or Navistar Transportation, as the case may be, to
cause such Debt for Borrowed Money to become due prior to its stated
maturity.

SECTION 7.02. Remedies. (a) If an Event of Default occurs and
is continuing, the Administrative Agent shall (i) if directed to do so by Banks
having more than 50% in aggregate amount of the Commitments, by notice to
Navistar Financial terminate the Commitments, which shall thereupon terminate
and (ii) if directed to do so by Banks holding Notes evidencing more than 50%
in aggregate principal amount of the Loans, by notice to Navistar Financial
declare the principal of and interest on the Notes to be due and payable,
whereupon the same shall become forthwith due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
Navistar Financial.

(b) Notwithstanding the provisions of subsection (a) of this
Section, if any Event of Default specified in clause (l) or (m) of Section 7.01
occurs with respect to Navistar Financial, the Commitments shall automatically
terminate and the Notes (together with accrued interest thereon) shall
automatically become due and payable forthwith, without presentment, demand,
protest or notice or other action of any kind, all of which are hereby waived
by Navistar Financial.

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this Section, or determines that the Notes have become due and payable pursuant
to subsection (b) of this Section, the Administrative Agent shall promptly
deliver to the Collateral Trustee and the Banks (and, in the case of a
determination pursuant to subsection (b), to Navistar Financial) a notice
stating that an Event of Default has occurred under the provisions of this
Agreement and, by reason thereof, the Notes have become due and payable prior
to the stated maturity thereof, provided that any failure of the Administrative
Agent to notify the Collateral Trustee, the Banks or Navistar Financial
pursuant to this subsection (c) shall not affect the results set forth in
subsections (a) and (b) of this Section.

(d) Each of the Banks agrees that, if Navistar Financial is
unable to satisfy the conditions to Borrowing set forth in Section 3.05 solely
by reason of being unable to make any representation set forth in Section 5.06
or 5.08 with respect to a Federal Priority Lien, and, as a result, Navistar
Financial shall fail to pay any principal of any Note when due, and no Event of
Default under Section 7.01(a) shall have occurred and then be continuing, such
Bank shall not be entitled to sue Navistar Financial for collection of such
principal amount until an Event of Default shall have occurred.

ARTICLE VIII

THE ADMINISTRATIVE AGENT

SECTION 8.01. Appointment and Authorization; Limitations on
Responsibility. Each Bank irrevocably appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise
such powers under the Credit Documents as are delegated to the Administrative
Agent by the terms thereof, together with all such powers as are reasonably
incidental thereto.

SECTION 8.02. Administrative Agent and Affiliates. Morgan shall
have the same rights and powers under this Agreement as any other Bank and may
exercise or refrain from exercising the same as though it were not the
Administrative Agent, and Morgan and its affiliates may accept deposits from,
lend money to, and generally engage in any kind of business with, Navistar
Financial or any Subsidiary or affiliate of Navistar Financial as if it were
not the Administrative Agent hereunder.

SECTION 8.03. Action by Administrative Agent. The obligations of
the Administrative Agent hereunder are

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only those expressly set forth herein. Without limiting the generality of the
foregoing, the Administrative Agent shall not be required to take any action
with respect to any Default, except as expressly provided in Article VII.

SECTION 8.04. Consultation with Experts. The Administrative Agent may
consult with legal counsel (who may be counsel for Navistar Financial),
independent public accountants and other experts selected by it and shall not
be liable for any action taken or omitted to be taken by it in good faith in
accordance with the advice of such counsel, accountants or experts.

SECTION 8.05. Liability of Administrative Agent. Neither the
Administrative Agent nor any of its affiliates nor any of their respective
directors, officers, agents or employees shall be liable for any action taken
or not taken by it in connection with any Credit Document (i) with the consent
or at the request of the Required Banks (or, to the extent expressly provided
herein, the Majority Banks) or (ii) in the absence of its own gross negligence
or willful misconduct. Except for action expressly required of the
Administrative Agent under this Agreement, the Administrative Agent shall be
fully justified in failing or refusing to act under this Agreement unless it
shall be indemnified to its satisfaction by the Banks in advance, by deposit of
cash indemnification or otherwise, against any and all liability and expense
which may be incurred by it by reason of taking or continuing to take any such
action, except to the extent that such liability or expense is caused by its
gross negligence or willful misconduct. Neither the Administrative Agent nor
any of its affiliates nor any of their respective directors, officers, agents
or employees shall be responsible for or have any duty to ascertain, inquire
into or verify (i) any statement, warranty or representation made in connection
with any Credit Document or any other document referred to therein or any
transaction contemplated thereby, including without limitation any borrowing
hereunder; (ii) the performance or observance of any of the covenants or
agreements of any Credit Party under any Credit Document or other document
referred to therein; (iii) the satisfaction of any condition specified in
Section 2.01 or 3.05, except receipt of items required to be delivered to the
Administrative Agent; (iv) the validity, effectiveness, genuineness,
enforceability or sufficiency of any Credit Document or any other document
referred to therein or any other instrument or writing furnished in connection
herewith or (v) the value or sufficiency of the Collateral described in any
Security Document or the perfection of any security interest created
thereunder. The Administrative Agent shall not incur any

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liability by acting in reliance upon any notice, consent, certificate,
statement, or other writing (which may be a bank wire, telex, facsimile
transmission or similar writing) believed by it to be genuine or to be signed
by the proper party or parties. The Administrative Agent may employ agents and
attorneys-in-fact and shall not be responsible for the negligence or misconduct
of any such agent or attorney-in-fact selected by it with reasonable care.

SECTION 8.06. Notice of Default. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of a Default unless the
Administrative Agent has received notice from a Bank, Navistar International,
Navistar Transportation or Navistar Financial referring to this Agreement,
describing such Default and stating that such notice is a "notice of default".
Upon receipt of such a notice, the Administrative Agent shall promptly advise
Navistar Financial and each Bank as to the contents thereof.

SECTION 8.07. Indemnification. Without limiting the obligations of
Navistar Financial under Section 9.03, each Bank shall, ratably in accordance
with its Commitment (or, if the Commitments shall have expired or been
terminated, ratably in accordance with the aggregate unpaid principal amount of
its Note), indemnify the Administrative Agent, its affiliates and their
respective directors, officers, agents and employees (to the extent not
reimbursed by Navistar Financial) against any cost, expense (including, without
limitation, counsel fees and disbursements and other costs and expenses which
Navistar Financial is obligated to pay under Section 9.03), claim, demand,
action, loss or liability (except such as result from such indemnitees' gross
negligence or willful misconduct) that such indemnitees may suffer or incur at
any time (whether before or after the repayment of the Loans) in connection
with any Credit Document, or any document contemplated by or referred to
therein or any transaction contemplated thereby or the enforcement of any of
the terms thereof or of any such other document, or any action taken or omitted
by such indemnitees thereunder.

SECTION 8.08. Credit Decision. Each Bank acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other
Bank, and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement. Each
Bank also acknowledges that it will, independently and without reliance upon
the Administrative Agent or any other Bank, and based on such documents and
information as it shall deem appropriate at

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the time, continue to make its own credit decisions in taking or not taking any
action under any Credit Document. The Administrative Agent shall not be
required to keep informed as to the performance or observance by any Credit
Party of any Credit Document or any document referred to or provided for
therein, or to make inquiry of, or to inspect the assets or books of, any
Credit Party, Navistar Transportation or Navistar International. Except for
notices, reports and other documents and information expressly required to be
furnished to the Banks by the Administrative Agent under this Agreement, the
Administrative Agent shall have no duty or responsibility to provide any Bank
with any credit or other information concerning any Credit Party, Navistar
Transportation or Navistar International which may come into the possession of
the Administrative Agent or any of its Affiliates.

SECTION 8.09. Successor Administrative Agent. The Administrative Agent may
resign at any time by giving notice thereof to the Banks and Navistar
Financial. Upon any such resignation, the Required Banks shall have the right
to appoint a successor Administrative Agent, with the consent of Navistar
Financial, such consent not to be unreasonably withheld. If no successor
Administrative Agent shall have been so appointed by the Required Banks, and
shall have accepted such appointment, within 30 days after the retiring
Administrative Agent gives notice of resignation, then the retiring
Administrative Agent may, on behalf of the Banks, appoint a successor
Administrative Agent, which shall be a major international banking institution
or an Affiliate thereof. Upon the acceptance of its appointment as
Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested
with all the rights and duties of the retiring Administrative Agent, and the
retiring Administrative Agent shall be discharged from its duties and
obligations hereunder. After any retiring Administrative Agent's resignation
hereunder as Administrative Agent, the provisions of this Article shall inure
to its benefit as to any actions taken or omitted to be taken by it while it
was Administrative Agent.

SECTION 8.10. Co-arrangers Not Liable. Nothing in this Agreement shall
impose upon any Co-arranger, in such capacity, any duties or responsibilities
whatsoever.

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ARTICLE IX

MISCELLANEOUS

SECTION 9.01. Notices. Unless otherwise specified in this Agreement, all
notices, requests, demands or other communications given to any party under
this Agreement shall be in writing (including bank wire, telex, facsimile
transmission or similar writing) and shall be given to such party: (x) in the
case of Navistar Financial or the Administrative Agent, at its address, telex
or telecopy number set forth on the signature pages of this Amendment, (y) in
the case of any Bank, at its address, telex or telecopy number set forth in its
Administrative Questionnaire or (z) in the case of any party, such other
address, telex or telecopy number as such party has specified or may specify
for the purpose by notice to the Administrative Agent and Navistar Financial.
Each such notice, request or other communication shall be effective (i) if
given by telex, when such telex is transmitted to the telex number specified in
this Section and the appropriate answerback is received, (ii) if given by mail,
72 hours after such communication is deposited in the mails with first class
postage prepaid, addressed as aforesaid or (iii) if given by any other means,
when delivered at the address specified in this Section; provided that notices
and requests to the Administrative Agent under Article III, IV or VII shall not
be effective until received.

SECTION 9.02. No Waiver; Remedies Cumulative. No failure on the part of
the Administrative Agent or any Bank to exercise, no course of dealing with
respect to, and no delay in exercising, any right, power or privilege under any
Credit Document shall operate as a waiver thereof; nor shall any single or
partial exercise of any such right, power or privilege preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege. The remedies provided in this Agreement and in the other Credit
Documents are cumulative and not exclusive of any remedies provided by law.

SECTION 9.03. Expenses; Fees; Documentary Taxes; Indemnification. (a)
Navistar Financial shall pay, on demand, whether or not this Amendment becomes
effective: (i) all reasonable out-of-pocket expenses of the Administrative
Agent and its affiliates, including the reasonable fees and disbursements of
special counsel for the Administrative Agent (and local counsel consulted by
such special counsel) incurred in connection with the negotiation, preparation,
execution and delivery of the Credit Documents and the other documents referred
to herein;

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(ii) the reasonable fees and disbursements of special counsel for the
Administrative Agent (and local counsel consulted by such special counsel)
incurred in connection with the negotiation, preparation, execution and
delivery of any waiver or amendment of, or supplement to or other modification
of, any Credit Document, or any Default or alleged Default under this Agreement
and (iii) if an Event of Default occurs, all reasonable costs and expenses of
collection (including without limitation reasonable fees and disbursements of
special counsel for the Administrative Agent and any other counsel to any Bank,
including reasonable allocated costs and expenses of staff counsel) incident to
the enforcement of, or protection or preservation of any right or claim of the
Administrative Agent, any Bank or the Collateral Trustee under, any Credit
Document.

(b) Navistar Financial shall pay fees to the Administrative Agent and the
Co-arrangers as heretofore agreed by Navistar Financial.

(c) Navistar Financial agrees, in addition to its obligations under
subsections (a) and (b) of this Section and without limiting the rights of the
Banks and the Administrative Agent thereunder, to indemnify the Administrative
Agent and each Bank, their respective Affiliates and the respective directors,
officers, agents and employees of the foregoing (each, an "Indemnitee") and
hold each Indemnitee harmless from and against any and all liabilities, losses,
damages, costs (including without limitation, settlement costs) and expenses of
any kind, including, without limitation, the reasonable fees and disbursements
of counsel, which may be incurred by such Indemnitee in connection with any
investigative, administrative or judicial proceeding (whether or not such
Indemnitee shall be designated a party thereto) or other dispute brought or
threatened relating to or arising out of any Credit Document or any actual or
proposed use of proceeds of Loans under this Agreement, provided that (i) no
Indemnitee shall have the right to be indemnified under this Agreement for such
Indemnitee's own gross negligence or willful misconduct as determined by a
court of competent jurisdiction and (ii) Navistar Financial shall not be liable
under this subsection (c) in connection with any proceeding or related
proceedings in the same jurisdiction or any other dispute, for (A) the fees and
expenses of more than one separate firm (and one local counsel) for all the
Banks and all Affiliates of the Banks or (B) the fees and expenses of more than
one separate firm (and one local counsel) for the Administrative Agent (in
connection with its actions in such capacity under this Agreement) unless, in
either case,

102
<PAGE> 109
representation by the same counsel would be inappropriate due to actual or
potential differing interests.

SECTION 9.04. Sharing of Set-Offs. (a) Each Bank agrees that if it shall,
by exercising any right of set-off or counterclaim or otherwise, receive
payment of a proportion of the aggregate amount of principal and interest due
with respect to any Note held by it which is greater than the proportion
received by any other Bank in respect of the aggregate amount of principal and
interest due with respect to any Note held by such other Bank, the Bank
receiving such proportionately greater payment shall purchase such
participations in the Notes held by the other Banks, and such other adjustments
shall be made, as may be required so that all such payments of principal and
interest with respect to the Notes held by the Banks shall be shared by the
Banks pro rata; provided that nothing in this Section shall impair the right of
any Bank to exercise any right of set-off or counterclaim it may have and to
apply the amount subject to such exercise to the payment of indebtedness of
Navistar Financial other than its indebtedness under the Notes. Navistar
Financial agrees, to the fullest extent it may effectively do so under
applicable law, that any holder of a participation in a Note, whether or not
acquired pursuant to the foregoing arrangements, may exercise rights of set-off
or counterclaim and other rights with respect to such participation as fully as
if such holder of a participation were a direct creditor of Navistar Financial
in the amount of such participation.

(b) Participations shall be purchased and sold pursuant to this Section on
the assumption that each Bank will retain all payments previously received by
it with respect to its Loans. If any Bank is subsequently required to repay
any such amount by reason of the provisions of any applicable bankruptcy law,
each Bank will make such further adjustments as may be required to accomplish
the purposes of this Section.

SECTION 9.05. Amendments and Waivers. Unless otherwise expressly provided
herein, any provision of this Agreement or the Notes may be amended or waived
if, but only if, such amendment or waiver is in writing and is signed by
Navistar Financial and the Required Banks and, if the rights or duties of the
Administrative Agent or any Co-arranger (in its capacity as a Co-arranger
hereunder or as a Bank under Section 9.07(c)(v)) are affected thereby, the
Administrative Agent or such Co-arranger, as the case may be; provided that (i)
no such amendment or waiver shall, unless signed by the Supermajority Banks,
permit the release, substitution or sharing of any Collateral except as
otherwise expressly

103
<PAGE> 110
provided in the Security Documents and (ii) no such amendment or waiver shall,
unless signed by all the Banks, (A) increase the Commitment of any Bank or
subject any Bank to any additional obligation, (B) reduce the principal of or
rate of interest on any Loan or any fees under this Agreement, (C) postpone the
date fixed for any payment of principal of or interest on any Loan or any fees
under this Agreement, or for any termination of any Commitment, or (D) change
the percentage of the Commitments or of the aggregate unpaid principal amount
of the Notes, or the number of Banks, which shall be required for the Banks or
any of them to take any action under this Section or any other provision of any
Credit Document or change the percentage of the aggregate unpaid principal
amount of Secured Obligations or the number or class of Secured Parties which
shall be required for the Secured Parties or any of them to take any action
under the NFC Security Agreement. For purposes of determining, as of any date,
the percentage of the Commitments or of the aggregate unpaid principal amount
of the Notes which shall have consented to any amendment or waiver of any
Credit Document or authorized any other action thereunder, a Bank which has,
prior to such date, granted a participation in its Loans hereunder may
subdivide its vote hereunder to reflect the voting instructions given to it by
its Participants in accordance with Section 9.07(b) with respect to such
amendment, waiver or other action.

SECTION 9.06. Good Faith Determinations. (a) Each determination of an
interest rate, cost or other rate or amount to be made by the Administrative
Agent or a Bank hereunder, and each certification by a Bank pursuant to Section
3.14(b) shall be conclusive, if made reasonably and in good faith. The
Administrative Agent or Bank making such a determination or certification
shall, at Navistar Financial's request, advise Navistar Financial in reasonable
detail as to the basis on which such determination or certification was made.

(b) Without limiting the generality of subsection (a) of this Section,
Navistar Financial agrees that any Bank making a determination or certification
referred to in subsection (a) with respect to a CD Loan, Euro-Dollar Loan or
Money Market LIBOR Loan (except any such determination required to be made in
accordance with Schedule 3 hereto pursuant to the first sentence of Section
3.14(a)) may assume (without regard for the actual facts), solely for purposes
of such determination or certification, that such Bank:

(i) will fund such Loan for the relevant Interest Period with a matching
deposit on which it pays

104
<PAGE> 111
interest at the CD Base Rate or London Interbank Offered Rate
applicable to such Loan;

(ii) will fund any related reserve, special deposit or similar
requirement with a deposit on which it also pays interest at such CD Base
Rate or London Interbank Offered Rate; and

(iii) will maintain any such Loan and such deposits at the Applicable
Lending Office of such Bank or, if such Bank has more than one branch or
other office (an "Office") at which such Bank, in its discretion,
determines that it could maintain such Loan and such deposits without
disadvantage to itself (other than by reason of the operation of this
Section), then at whichever of such Offices will minimize the amount, if
any, payable to such Bank as a result of such determination or
certification;

provided that, if such Bank in fact maintains such Loan at an Office in the
United States and thereby avoids withholding taxes which would otherwise be
imposed by the United States on payments to such Bank hereunder, such Bank's
Office for purposes of this Section shall be its Office in the United States at
which such Loan is actually maintained.

SECTION 9.07. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, except that Navistar Financial may
not assign or otherwise transfer any of its rights under this Agreement without
the prior written consent of all the Banks.

(b) Any Bank may at any time grant to one or more commercial banks (each a
"Participant") participating interests in its Loans. In the event of any such
grant by a Bank of a participating interest to a Participant, whether or not
upon notice to Navistar Financial and the Administrative Agent, such Bank shall
remain responsible for the performance of its obligations hereunder, and
Navistar Financial and the Administrative Agent shall continue to deal solely
and directly with such Bank in connection with such Bank's rights and
obligations under this Agreement. Any agreement pursuant to which any Bank may
grant such a participating interest shall provide that such Bank shall retain
the sole right and responsibility to enforce the obligations of Navistar
Financial under this Agreement including, without limitation, the right to
approve any amendment, modification or waiver of any provision of this

105
<PAGE> 112
Agreement; provided that such participation agreement may provide that, with
respect to the portion of such Bank's Loans in which such participating
interest is granted, such Bank will not, without the consent of the
Participant, agree to any modification, amendment or waiver of this Agreement
that (A) permits the release, substitution or sharing of any Collateral except
as otherwise expressly provided in the Security Documents, (B) increases the
Commitment of such Bank or subjects such Bank to any additional obligation, (C)
reduces the principal of or rate of interest on any Loan of such Bank or any
fees payable to such Bank under this Agreement, (D) postpones the date fixed
for any payment of principal of or interest on any Loan of such Bank or any
fees payable to such Bank under this Agreement, or for any termination of such
Bank's Commitment, or (E) changes the percentage of the Commitments or of the
aggregate unpaid principal amount of the Notes, or the number of Banks, which
shall be required for the Banks or any of them to take any action under Section
9.05 or any other provision of any Credit Document or changes the percentage of
the aggregate unpaid principal amount of Secured Obligations or the number or
class of Secured Parties which shall be required for the Secured Parties or any
of them to take any action under the NFC Security Agreement. Subject to
subsection (e) below, Navistar Financial agrees that each Participant shall, to
the extent provided in its participation agreement, be entitled to the benefits
of Article IV with respect to its participating interest. An assignment or
other transfer which is not permitted by Section 4.05 or subsection (c) or (d)
below shall be given effect for purposes of this Agreement only to the extent
of a participating interest granted in accordance with this subsection (b).

(c) Any Bank may at any time assign to one or more commercial banks (each
such commercial bank and each substitute bank to which any Commitment is
assigned pursuant to Section 4.05, an "Assignee") all, or a proportionate part
of all, of its rights and obligations under this Agreement and its Note, and
such Assignee shall assume such rights and obligations, pursuant to an
Assignment and Assumption Agreement in substantially the form of Exhibit M
hereto executed by such Assignee and such transferor Bank, with (and subject
to) the subscribed consent of Navistar Financial and the Administrative Agent
(which consents shall not be unreasonably withheld); provided that (i) unless
otherwise agreed by Navistar Financial and the Administrative Agent, each
assignment pursuant to this subsection (c) shall be in a minimum amount of
$10,000,000 or, if lower, the transferor Bank's entire Commitment; (ii) unless
otherwise agreed by Navistar Financial and the Administrative Agent, no Bank
that is also a party to the

106
<PAGE> 113
ABCP Liquidity Facility Agreement may assign all of its commitment under this
Agreement to any Person unless it simultaneously assigns all of its commitment
under the ABCP Liquidity Facility Agreement to such Person or to another Bank;
(iii) notwithstanding any other provision of this Agreement, an assignment by
any Bank to an Affiliate of such Bank will be permitted without the consent of
Navistar Financial but with the consent of the Administrative Agent (which
consent shall not be unreasonably withheld); (iv) any such assignment may, but
need not, include rights of the transferor Bank in respect of outstanding Money
Market Loans; and (v) notwithstanding any of the foregoing, unless otherwise
agreed by Navistar Financial and the Administrative Agent, after giving effect
to all of the transferor Bank's assignments (x) the Commitment of any Bank that
is a Co-arranger hereunder shall not be less than $50,000,000 (or such lower
amount as would reflect proportionately any reductions of the total
Commitments) and (y) unless the transferor Bank is transferring such Bank's
entire Commitment, the Commitment of any Bank that is not a Co-arranger shall
not be less than $15,000,000 (or such lower amount as would reflect
proportionately any reductions of the total Commitments). Upon execution and
delivery of such instrument and payment by such Assignee to such transferor
Bank of an amount equal to the purchase price agreed between such transferor
Bank and such Assignee, such Assignee shall be a Bank party to this Agreement
and shall have all the rights and obligations of a Bank with a Commitment as
set forth in such instrument of assumption, and the transferor Bank shall be
released from its obligations under this Agreement to a corresponding extent,
and no further consent or action by any party shall be required. Upon the
consummation of any assignment pursuant to this subsection (c), the transferor
Bank, the Administrative Agent and Navistar Financial shall make appropriate
arrangements so that, if required, a new Note is issued to the Assignee. In
connection with any such assignment, the transferor Bank shall pay to the
Administrative Agent an administrative fee for processing such assignment in
the amount of $3,500. If the Assignee is not incorporated under the laws of
the United States of America or a state thereof, it shall, prior to the first
date on which interest or fees are payable under this Agreement for its
account, deliver to Navistar Financial and the Administrative Agent
certification as to exemption from deduction or withholding of any United
States federal income taxes in accordance with Section 3.16.

(d) Any Bank may at any time assign all or any portion of its rights under
this Agreement and its Note to a

107
<PAGE> 114
Federal Reserve Bank. No such assignment shall release the transferor Bank
from its obligations under this Agreement.

(e) No Assignee, Participant or other transferee of any Bank's rights shall
be entitled to receive any greater payment under Section 4.03 than such Bank
would have been entitled to receive with respect to the rights transferred,
unless such transfer is made with Navistar Financial's prior written consent or
pursuant to Section 4.05 or by reason of the provisions of Section 4.02 or 4.03
requiring such Bank to designate a different Applicable Lending Office under
certain circumstances or at a time when the circumstances giving rise to such
greater payment did not exist.

(f) If any Bank which is acting as a Reference Bank assigns its Note to an
unaffiliated institution, such Bank shall thereupon cease to be a Reference
Bank and the Administrative Agent shall, in consultation with Navistar
Financial and with the consent of the Required Banks, appoint another bank to
act as a Reference Bank hereunder.

SECTION 9.08. Consent to NFC Security Amendment, Intercompany Security
Amendments, Amendment to NFRRC Intercompany Advance Agreement and Release of
NFSC Seller Certificate. Each Bank (in its capacity as a Bank hereunder and in
any other capacity in which it may now or hereafter be a Secured Party) (i)
consents and agrees to the terms of the NFC Security Amendment and the
Intercompany Security Amendments, (ii) authorizes the Collateral Trustee to
enter into the NFC Security Amendment on its behalf, (iii) authorizes Navistar
Financial to enter into each of the Intercompany Security Amendments, (iv)
consents to the Amended and Restated Intercompany Advance Agreement dated as of
May 3, 1994 between NFRRC and Navistar Financial, substantially in the form
delivered to the Banks prior to November 3, 1994 and (v) instructs the
Collateral Trustee to release the NFSC Seller Certificate (as defined in the
NFC Security Agreement) from the Lien of the NFC Security Agreement upon
receipt by the Collateral Trustee of (A) a certificate of a Responsible Officer
(as defined in the NFC Security Agreement) stating that the NFSC Transfer (as
defined in Schedule 2 hereto) has occurred and (B) the seller certificate to be
issued by the New Dealer Note Trust (as defined in Schedule 2 hereto) in
connection with the NFSC Transfer representing NFSC's senior and subordinated
interests therein, accompanied by duly executed and undated instruments of
transfer and assignment in blank so as to be in suitable form for transfer by
endorsement and delivery by the Collateral Trustee.

108
<PAGE> 115
SECTION 9.09. Limitation on Interest. Notwithstanding anything in this
Agreement or in any Note to the contrary, Navistar Financial's obligation to
pay interest with respect to each Note shall be limited to the extent (and only
to the extent) required so that Navistar Financial will not be obligated to pay
interest with respect thereto at a rate higher than the maximum rate which the
relevant Bank or other recipient of such interest is permitted to charge or
collect with respect thereto under the provisions of law applicable to such
Bank or other recipient.

SECTION 9.10. Severalty of Obligations. The obligations of the Banks under
this Agreement are several. Any failure by any Bank to carry out its
obligations under this Agreement shall not relieve any other Bank, the
Administrative Agent or Navistar Financial of any of its obligations under this
Agreement, nor shall any Bank be responsible for the obligations of, or any
action taken or omitted by, any other Bank under this Agreement.

SECTION 9.11. Headings. The table of contents and the headings of
Articles, Sections and subsections have been included herein for convenience
only and should not be considered in interpreting this Agreement.

SECTION 9.12. Termination. This Agreement shall terminate when the
Commitments have expired or been terminated and all principal of and interest
on the Notes and all other amounts due under this Agreement have been paid in
full; provided that the provisions of Sections 3.14, 4.03, 8.07 and 9.03 shall
not be affected by any such termination.

SECTION 9.13. New York Law; Submission to Jurisdiction. This Agreement and
each Note shall be construed in accordance with and governed by the laws of the
State of New York. Navistar Financial hereby submits to the nonexclusive
jurisdiction of the United States District Court for the Southern District of
New York and of any court of the State of New York sitting in New York County
for purposes of all legal proceedings arising out of or relating to this
Agreement or the transactions contemplated by this Agreement. Navistar
Financial irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum.

109
<PAGE> 116
SECTION 9.14. WAIVER OF JURY TRIAL. EACH OF NAVISTAR FINANCIAL, THE
ADMINISTRATIVE AGENT, THE CO-ARRANGERS AND THE BANKS HEREBY IRREVOCABLY WAIVES
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 9.15. Counterparts; Integration. This Amendment may be signed in
any number of counterparts with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Agreement constitutes the
entire agreement and understanding among the parties hereto and supersedes any
and all prior agreements and understandings, oral or written, relating to the
subject matter hereof.

110
<PAGE> 117
IN WITNESS WHEREOF, the undersigned parties hereto have caused this
Amendment to be duly executed by their respective authorized officers as of the
day and year first above written.

Borrower: NAVISTAR FINANCIAL CORPORATION

By /s/ R. Wayne Cain
------------------------------------
Name: R. Wayne Cain
Title: Vice President and Treasurer

2850 West Golf Road
Rolling Meadows, Illinois 60008
Telecopy number: (708) 734-4090
Attention: R. Wayne Cain

Co-arrangers: BANK OF AMERICA ILLINOIS,
formerly known as Continental
Bank, as a Co-arranger

By: /s/ Patricia DelGrande
------------------------------------
Name: Patricia DelGrande
Title: Authorized Officer

CHEMICAL BANK, as a Co-arranger

By: /s/ Karen M. Sager
------------------------------------
Name: Karen M. Sager
Title: Vice President

THE BANK OF NOVA SCOTIA,
as a Co-arranger

By: /s/ F.C.H. Ashby
------------------------------------
Name: F.C.H. Ashby
Title: Senior Manager Loan Operations

<PAGE> 118

MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as a Co-arranger

By: /s/ Charles H. King
-----------------------------------
Name: Charles H. King
Title: Vice President

MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Administrative
Agent

By /s/ Charles H. King
-----------------------------------
Name: Charles H. King
Title: Vice President

Morgan Christiana Center
500 Stanton Christiana Road
Newark, Delaware 19713
Telecopy Number: (302) 634-1091
Attention: Barbara McCarnan
Commitments
- -----------
$79,687,500 MORGAN GUARANTY TRUST COMPANY
OF NEW YORK

By /s/ Charles H. King
-----------------------------------
Name: Charles H. King
Title: Vice President

$79,687,500 BANK OF AMERICA ILLINOIS,
formerly known as Continental
Bank

By /s/ Patricia DelGrande
-----------------------------------
Name: Patricia DelGrande
Title: Authorized Officer

$79,687,500 CHEMICAL BANK

By /s/ Karen M. Sager
-----------------------------------
Name: Karen M. Sager
Title: Vice President

<PAGE> 119

$79,687,500 THE BANK OF NOVA SCOTIA

By /s/ Amanda Norsworthy
-------------------------------
Name: Amanda Norsworthy
Title: Assistant Agent

$56,250,000 THE BANK OF NEW YORK

By /s/ Charlotte Sohn
-------------------------------
Name: Charlotte Sohn
Title: Assistant Vice President

$56,250,000 THE FIRST NATIONAL BANK OF CHICAGO

By /s/ William R. Madden
-------------------------------
Name: William R. Madden
Title: Senior Vice President

$56,250,000 MELLON BANK, N.A.

By /s/ Edwin H. Wiest
-------------------------------
Name: Edwin H. Wiest
Title: First Vice President

$56,250,000 NATIONSBANK OF NORTH CAROLINA, N.A.

By /s/ Matthew R. Walters
-------------------------------
Name: Matthew R. Walters
Title: Assistant Vice President

$56,250,000 THE NORTHERN TRUST COMPANY

By /s/ J. Mark Berry
-------------------------------
Name: J. Mark Berry
Title: Vice President
<PAGE> 120
$56,250,000 ROYAL BANK OF CANADA

By /s/ Preston Jones
---------------------------------------
Name: Preston Jones
Title: Senior Manager for Holly Spencer
Kaczmarczyk, Manager Corporate
Banking

$37,500,000 BANK OF MONTREAL

By /s/ Marc R. Heyden
---------------------------------------
Name: Marc R. Heyden
Title: Director

$37,500,000 CREDIT SUISSE

By /s/ William P. Murray
---------------------------------------
Name: William P. Murray
Title: Member of Senior
Management

By /s/ Kristinn R. Kristinsson
---------------------------------------
Name: Kristinn R. Kristinsson
Title: Associate

$37,500,000 THE FUJI BANK, LIMITED

By /s/ Peter L. Chinnici
---------------------------------------
Name: Peter L. Chinnici
Title: Joint General Manager

<PAGE> 121

Commitments
- -----------
$37,500,000 SWISS BANK CORPORATION,
NEW YORK BRANCH

By /s/ Stephanie W. Kim
-----------------------------
Name: Stephanie W. Kim
Title: Associate Director
Merchant Banking

By /s/ Stephen Marti
-----------------------------
Name: Stephen Marti
Title: Director
Merchant Banking

SWISS BANK CORPORATION,
CAYMAN ISLANDS BRANCH

By /s/ Stephanie W. Kim
-----------------------------
Name: Stephanie W. Kim
Title: Associate Director
Merchant Banking

By /s/ Stephen Marti
-----------------------------
Name: Stephen Marti
Title: Director Merchant Banking

$30,000,000 BAYERISCHE VEREINSBANK A.G.

By /s/ Martin J. O'Malley
-----------------------------
Name: Martin J. O'Malley
Title: Assistant Vice President

By /s/ Theodore F. Ceglia
-----------------------------
Name: Theodore F. Ceglia
Title: Assistant Vice President

$25,000,000 THE YASUDA TRUST AND BANKING
CO., LTD.

By /s/ Joseph C. Meek
-----------------------------
Name: Joseph C. Meek
Title: Vice President & Manager

<PAGE> 122

$20,000,000 THE BANK OF CALIFORNIA, N.A.

By /s/ Alison A. Mason
------------------------------
Name: Alison A. Mason
Title: Assistant Vice President

$18,750,000 THE BOATMEN'S NATIONAL
BANK OF ST. LOUIS

By /s/ Robert S. Holmes
------------------------------
Name: Robert S. Holmes
Title: Vice President

_________________

Total Commitments

$900,000,000
============
<PAGE> 123
Schedule 1

PRICING SCHEDULE

The "Euro-Dollar Margin", "Base Rate Margin", "CD Margin" and "Facility Fee
Rate" for any day are the respective percentages set forth below in the
applicable row under the column corresponding to the Status that exists on such
day:

Status Level Level Level Level Level Level
I II III IV V VI
============================================================================================================
<S> <C> <C> <C> <C> <C> <C>
Euro-Dollar 0.3125% 0.375% 0.45% 0.50% 0.625% 1.25%
Margin

Base Rate Margin 0.0% 0.0% 0.0% 0.0% 0.0% 1.00%

CD Margin 0.4375% 0.50% 0.575% 0.625% 0.75% 1.375%

Facility Fee Rate 0.1875% 0.25% 0.30% 0.375% 0.50% 0.50%
============================================================================================================
</TABLE>

For purposes of this Schedule, the following terms have the following
meanings:

"Level I Status" exists at any date if, at such date, Navistar Financial has
Debt Ratings of BBB or higher by S&P and Baa2 or higher by Moody's.

"Level II Status" exists at any date if, at such date, (i) Navistar
Financial has Debt Ratings of BBB- or higher by S&P and Baa3 or higher by
Moody's and (ii) Level I Status does not exist.

"Level III Status" exists at any date if, at such date, (i) Navistar
Financial has Debt Ratings of BB+ or higher by S&P and Ba1 or higher by Moody's
and (ii) neither Level I Status nor Level II Status exists.

"Level IV Status" exists at any date if, at such date, (i) Navistar
Financial has Debt Ratings of (x) BB or higher by S&P or Ba2 or higher by
Moody's and (y) not lower than BB- by S&P and Ba3 by Moody's and (ii) none of
Level I Status, Level II Status or Level III Status exists.

<PAGE> 124

"Level V Status" exists at any date if, at such date, (i) Navistar Financial
has Debt Ratings of BB- or higher by S&P and Ba3 or higher by Moody's and (ii)
none of Level I Status, Level II Status, Level III Status or Level IV Status
exists; provided that if, at such date, (1) Navistar Financial has Debt Ratings
of (x) BB or higher by S&P or Ba2 or higher by Moody's and (y) not lower than
B+ by S&P and B1 by Moody's and (2) none of Level I Status, Level II Status,
Level III Status or Level IV Status exists, Level V Status shall be deemed to
exist.

"Level VI Status" exists at any date if, at such date, none of Level I
Status, Level II Status, Level III Status, Level IV Status or Level V Status
exists.

"Status" refers to the determination of which of Level I Status, Level II
Status, Level III Status, Level IV Status, Level V Status or Level VI Status
exists at any date.

3
<PAGE> 125
Schedule 2

Asset Base Calculation

The "Asset Base" as of any date means the sum of (i) the NFC Asset Base and
(ii) the Subsidiary Asset Base, in each case, as of such date.

"NFC Asset Base" as of any date means the sum of the following determined
without duplication as of such date:

(i) 100% of the aggregate book value of all Eligible Marketable
Securities (excluding any commercial paper issued by the ABCP Trust
that is owned by Navistar Financial for more than five Domestic
Business Days);

(ii) 95% of an amount equal to (A) the aggregate unpaid principal
balance, net of unearned finance income, of all (1) Eligible Adjusted
Retail Notes and (2) Eligible Retail Accounts, minus (B) the
Estimated Dealer's Rental Truck Note Balance;

(iii) 95% of the aggregate amount of all Qualifying Proceeds;

(iv) 90% of the sum of (A) the aggregate unpaid principal balance,
net of unearned finance income, of all (1) Eligible Wholesale Notes
that are secured by valid, perfected, first priority security
interests in the vehicles financed by such Wholesale Notes, (2)
Eligible Wholesale Accounts and (3) Eligible Dealer's Equipment Notes
and (B) the Estimated Dealer's Rental Truck Note Balance;

(v) 90% of the lesser of (A) the aggregate unpaid principal balance,
net of unearned finance income, of all Eligible Wholesale Notes
not included under clause (iv)(A)(1) of this definition and (B)
$10,000,000;

(vi) 90% of the lesser of (A) the aggregate unpaid principal amount,
net of unearned finance income, of all Eligible Capital Loans to
Dealers and (B) $50,000,000;

<PAGE> 126

(vii) 75% of the amount, if any, by which the aggregate unpaid
principal amount, net of unearned finance income, of all Eligible
Capital Loans to Dealers exceeds $50,000,000; and

(viii) 60% of the aggregate net book value of all Qualifying
Repossessed Equipment owned by Navistar Financial.

"Subsidiary Asset Base" means as of any date the sum of the Subsidiary
Amounts for each of Harco Leasing, Navistar Leasing, NFSC, Harco Insurance,
NFRRC and TRIP as of such date.

"Subsidiary Amount" with respect to any Subsidiary of Navistar Financial as
of any date means the lesser of (x) 95% of all Secured Intercompany Payables
owing by such Subsidiary to Navistar Financial and (y) the Subsidiary
Collateral Amount for such Subsidiary, in each case, determined as of such
date.

"Subsidiary Collateral Amount" with respect to any Subsidiary of Navistar
Financial as of any date means an amount not less than zero equal to (i) the
Subsidiary Asset Amount for such Subsidiary, minus (ii) the Subsidiary
Liability Amount for such Subsidiary.

"Subsidiary Asset Amount" as of any date means:

(i) with respect to Harco Leasing, 80% of the sum, without duplication,
of

(A) the aggregate unpaid balance, net of unearned finance income,
of all Eligible Lease Receivables and

(B) the aggregate net book value of all Eligible Investments in
Leases,

all determined as of such date;

(ii) with respect to Navistar Leasing, 80% of the sum, without
duplication, of

(A) the aggregate unpaid balance, net of unearned finance income,
of all Eligible Lease Receivables and

(B) the aggregate net book value of all Eligible Investments in
Leases,

2
<PAGE> 127

all determined as of such date; provided that, on and after
the tenth Domestic Business Day after receipt by Navistar Financial
of a notice from the Administrative Agent stating that the Required
Banks have determined that Lease Receivables and Investments in
Leases of Navistar Leasing shall thereafter be excluded from the
Subsidiary Asset Amount with respect to Navistar Leasing, until the
date, if any, as of which such notice is revoked by the
Administrative Agent with the consent of the Required Banks, the
Subsidiary Asset Amount with respect to Navistar Leasing shall be
deemed to be zero;

(iii) with respect to NFSC, the sum of

(A) 85% of the principal amount of the NFSC Senior Interest, to
the extent Eligible, and

(B) 30% of the NFSC Spread Account Interest, to the extent Eligible,

all determined as of such date;

(iv) with respect to Harco Insurance, 80% of the aggregate book value of
all marketable securities on deposit in the Harco Collateral
Account (as defined in the Harco Insurance Security Agreement)
as of such date;

(v) with respect to NFRRC, the sum of

(A) 30% of the principal amount of the 1991 NFRRC Subordinated
Interest, to the extent Eligible, and

(B) 30% of the NFRRC Residual Interest, to the extent Eligible,

all determined as of such date; and

(vi) with respect to TRIP, the sum of

(A) 30% of the TRIP Holdback, to the extent Eligible,

(B) 95% of the aggregate unpaid principal balance, net of unearned

3
<PAGE> 128

finance income, of all Eligible Adjusted Retail Notes,

(C) 80% of the sum, without duplication, of (x) the aggregate
unpaid balance, net of unearned finance income, of all
Eligible Lease Receivables and (y) the aggregate net
book value of all Eligible Investments in Leases, and

(D) 30% of the TRIP Residual Interest, to the extent Eligible,

all determined as of such date.

"Subsidiary Liability Amount" means, with respect to any Subsidiary of
Navistar Financial as of any date, 100% of the aggregate principal or face
amount of all liabilities (except contingent liabilities) of such Subsidiary
to any Person other than Navistar Financial as of such date, except any such
liabilities as to which recourse is expressly limited to the assets of such
Subsidiary other than the assets included in the determination of "Subsidiary
Asset Amount" for such Subsidiary as of such date; provided that the Subsidiary
Liability Amount for Harco Insurance as of any date will be deemed to be zero.

__________

Additional Definitions

For purposes of the foregoing, the following terms have the following
respective meanings:

"Adjusted Retail Notes" means all assets of the types classified under the
subheading "Truck" under the heading "Retail notes and lease financing" in Note
5 to the Base Consolidated Financials except (i) Lease Receivables, (ii)
Dealer's Equipment Notes and (iii) Capital Loans to Dealers.

"Base Consolidating Financials" means the consolidating statement of
financial condition of Navistar Financial and its then Consolidated
Subsidiaries as of July 31, 1994 and the related consolidating statement of
income and retained earnings for the Fiscal Quarter then ended and for the
portion of the Fiscal Year then ended, in each case, in the form delivered to
the Banks before November 3, 1994.

4
<PAGE> 129

"Dealcor Subsidiary" means a corporation established through Navistar
Transportation's franchise investment department, all or a portion of the
voting stock of which is owned by Navistar Transportation and which (i) is a
party to a NITC Sales/Maintenance Agreement (as defined in the Master
Intercompany Agreement), (ii) has wholesale financing privileges with Navistar
Transportation with the credit approval of Navistar Financial and (iii) has a
retail financing arrangement with Navistar Financial.

"Eligible" means with respect to any type of asset on any date

(i) for purposes of determining the NFC Asset Base, any asset of such
type (A) that is owned by Navistar Financial on such date and (B) in which
the Collateral Trustee, for the benefit of the Secured Parties, has a valid,
perfected security interest, subject to no other Lien except as permitted
under Section 6.16(c); and

(ii) for purposes of determining the Subsidiary Asset Amount with respect to
any Subsidiary of Navistar Financial, any asset of such type (A) that is owned
by such Subsidiary on such date and (B) in which Navistar Financial has a
valid, perfected security interest, subject to no other Lien except as
permitted under Section 6.16(c) and 6.16(a)(vi)(C), and with respect to which
the Collateral Trustee, for the benefit of the Secured Parties, has a valid,
perfected security interest in Navistar Financial's security interest therein,
subject to no other Lien except as permitted under Section 6.16(c);

provided that, for purposes of any determination of the NFC Asset Base or the
Subsidiary Asset Amount with respect to any Subsidiary of Navistar Financial,
(A) an asset will be classified as a certain "type" of asset on a basis
consistent with the Base Consolidating Financials and (B) no Receivable (or
interest therein or right to receive income therefrom) shall be deemed
"Eligible" unless (1) the obligor in respect of such Receivable is a Person
other than Navistar International, Navistar Transportation or any of their
respective Subsidiaries (except any Dealcor Subsidiary) and (2) such Receivable
(x) arises out of the sale, distribution, lease or rental of one or more
trucks, buses, trailers or related parts and equipment or any refinancing of
any Receivable arising out of any of the foregoing or (y) constitutes a Capital
Loan to Dealer or a loan evidenced by a Dealer's Equipment Note.

5
<PAGE> 130
"Estimated Dealer's Rental Truck Note Balance" means as of any date an
amount equal to the product of (i) the aggregate unpaid principal balance, net
of unearned finance income, of all Eligible Retail Notes of Navistar Financial
and TRIP, times (ii) a fraction the numerator of which is equal to the
aggregate unpaid principal balance, net of unearned finance income, of all
Dealer's Rental Truck Notes included in Serviced Retail Notes as of such date
and the denominator of which is the aggregate unpaid principal balance, net of
unearned finance income, of all Serviced Retail Notes as of such date.

"Investments in Leases" means all assets of the types classified under the
heading "Equipment on Operating Leases, Net" on the statement of consolidated
financial condition included in the Base Consolidated Financials.

"Lease Receivables" means all lease receivables of the types classified
under the subheading "Truck" under the heading "Retail notes and lease
financing" in Note 5 to the Base Consolidated Financials.

"New Dealer Note Trust" means, at any time on or after the occurrence of an
NFSC Transfer, the new dealer note trust established in connection with such
NFSC Transfer.

"NFRRC Residual Interest" means as of any date the sum, without duplication,
of (i) the sum of (x) the aggregate amount of all cash and (y) the aggregate
book value of all marketable securities, in each case, on deposit in any
reserve or spread account established and maintained by NFRRC for purposes of
credit enhancement in connection with a sale of Receivables, rights to receive
income therefrom or undivided interests therein pursuant to any Permitted
Receivables Document, (ii) the aggregate book value of NFRRC's interests in
each owner or grantor trust (except the 1991 NFRRC Trust and any trust that is
a member of the ERISA Group), established and maintained in connection with a
sale of Receivables, rights to receive income therefrom or undivided interests
therein pursuant to a Permitted Receivables Document and (iii) the aggregate
amount of the deferred purchase price or holdback arising out of any sale of
Receivables, rights to receive income therefrom or undivided interests therein
pursuant to any Permitted Receivables Document.

"NFSC Senior Interest" means (i) at any time prior to the occurrence of an
NFSC Transfer, NFSC's interest at such time in the 1990 Dealer Note Trust which
is not subordinated to the interest of any other investor therein

6
<PAGE> 131
and (ii) at any time after the occurrence of an NFSC Transfer, NFSC's interest
in the New Dealer Note Trust (except any interest therein that is represented
by the variable funding certificate to be issued by the New Dealer Note Trust)
which is not subordinated to the interest of any other investor therein.

"NFSC Spread Account Interest" means as of any date the aggregate amount of
NFSC's interests, if any, in certain assets of the 1990 Dealer Note Trust and
the New Dealer Note Trust, which amount shall, for purposes of determining
NFSC's Subsidiary Asset Amount, be deemed to be equal to the sum of (x) the
aggregate amount of all cash and (y) the aggregate book value of all marketable
securities, in each case, on deposit in the "Spread Account" established and
maintained pursuant to the 1990 NFSC Pooling and Servicing Agreement and in any
reserve or spread account established and maintained for purposes of credit
enhancement by the New Dealer Note Trust in connection with the issuance of the
variable funding certificate by the New Dealer Note Trust or any sale of
Wholesale Receivables to the New Dealer Note Trust.

"NFSC Transfer" means (i) a transfer by NFSC of the certificate issued by
the 1990 Dealer Note Trust representing NFSC's fractional undivided interest
therein to a new master trust that is not a member of the ERISA Group and (ii)
the issuance by such new trust of a seller certificate representing NFSC's
senior and subordinated interests in such new trust, all substantially on the
terms set forth in the Memorandum Re: Navistar Financial Dealer Note Master
Trust dated October 31, 1994 from Kirkland & Ellis to the Banks.

"1990 Dealer Note Trust" means the 1990 Dealer Note Trust created pursuant
to the 1990 NFSC Pooling and Servicing Agreement.

"1990 NFSC Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement dated as of December 1, 1990 among Navistar Financial, as Servicer,
NFSC, as Seller and Chemical Bank, as Trustee, as amended and in effect from
time to time.

"1991 NFRRC Subordinated Interest" means NFRRC's interest in the 1991 NFRRC
Trust which is subordinated to the interests of other investors in the 1991
NFRRC Trust.

"Qualifying Proceeds" means all payments in respect of Wholesale Receivables
or Retail Receivables constituting identifiable Proceeds (as defined in the NFC

7
<PAGE> 132
Security Agreement) on deposit in any Lock-box Account, Collection Account or
Suspense Account (in each case, as defined in the NFC Security Agreement) in
accordance with the provisions of the NFC Security Agreement for not more than
two Domestic Business Days.

"Qualifying Repossessed Equipment" means all assets of the type classified
under the heading "Repossessions" on the statement of consolidated financial
condition included in the Base Consolidated Financials, as to which all actions
required to be taken under the NFC Security Agreement, or reasonably requested
by the Collateral Trustee, in order to create, preserve, perfect, confirm or
validate the Collateral Trustee's Lien thereon, for the benefit of the Secured
Parties, shall have been taken.

"Secured Intercompany Payables" means with respect to each Subsidiary of
Navistar Financial that is from time to time a party to an Intercompany
Security Agreement, the principal or face amount of all obligations payable by
such Subsidiary to Navistar Financial that are secured under such Intercompany
Security Agreement.

"TRIP Holdback" means as of any date the aggregate Reserved Purchase Price
(as defined in the MBD Receivables Purchase Agreement) as of such date with
respect to all Receivables sold to the purchasers on or before such date.

"TRIP Residual Interest" means the aggregate book value of TRIP's interests
in the ABCP Trust.

<PAGE> 133
Schedule 3

Calculation for Certain Funding Losses

If (i) Navistar Financial makes any payment of principal with respect to any
CD Loan or Euro-Dollar Loan of any Bank pursuant to Section 3.12 on any day
other than the last day of the Interest Period applicable thereto, (ii) the
applicable notice of prepayment shall contain a certification by a Senior
Officer that such prepayment is required in order for Navistar Financial to
comply with the covenant contained in Section 6.10 and (iii) the Applicable
Fixed Rate for such Loan exceeds the Reinvestment Rate on the date of such
prepayment, then Navistar Financial shall pay to such Bank on demand an amount
equal to the product of (A) the amount by which such Applicable Fixed Rate
exceeds such Reinvestment Rate, times (B) the principal amount of such CD Loan
or Euro-Dollar Loan, as the case may be, being prepaid, times (C) a fraction,
the numerator of which is the actual number of days in the period from and
including the date of such prepayment to but excluding the last day of the
applicable Interest Period and the denominator of which is 360.

For purposes of the foregoing,

"Applicable Fixed Rate" means, (i) with respect to any Euro-Dollar Loan, the
London Interbank Offered Rate applicable to such Euro-Dollar Loan and (ii) with
respect to any CD Loan, the CD Base Rate applicable to such CD Loan, in each
case expressed as a decimal.

"Reinvestment Rate" means, with respect to any CD Loan or Euro-Dollar Loan
being prepaid, a rate per annum (expressed as a decimal) equal to the average
(rounded downward, if necessary, to the next lower 1/16 of 1%) of the
respective rates per annum at which each of the Schedule 3 Reference Banks
offers to accept deposits in Dollars in the New York interbank market (it being
understood that such rate will reflect such Schedule 3 Reference Bank's bid
rate) at approximately 11:00 A.M. (New York City time) on the date of such
prepayment in an amount approximately equal to the principal amount of the
relevant CD Loan or Euro-Dollar Loan, as the case may be, of such Schedule 3
Reference Bank being prepaid and for a period of time comparable to the period
from and including such date to but excluding the last day of the Interest
Period applicable to such Loan.

<PAGE> 134

"Schedule 3 Reference Banks" means, subject to the provisions of Section
9.07(f), the principal New York offices of Chemical Bank and Morgan and the
principal Chicago office of Bank of America Illinois, formerly known as
Continental Bank.

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<PAGE> 135
Schedule 4

PARTICIPATION FEE SCHEDULE

<TABLE>
<CAPTION>
Participation Fee
Bank's Initial Commitment Percentage
- ------------------------- -----------------
<S> <C>

Less than $37,500,000 0.15%

Greater than or equal to
$37,500,000 but less than
$56,250,000 0.20%

Greater than or equal to
$56,250,000 but less than
$93,750,000 0.25%

Greater than or equal to
$93,750,000 0.30%
</TABLE>

<PAGE> 136

Schedule 5

The nature of the business or purposes to be conducted or promoted by
the Corporation is to engage in the following activities:

(a) to originate in its own name, or to purchase or otherwise acquire
from time to time from any party, (i) any or all right, title and interest in
and to instalment sale contracts, loans, notes, leases, accounts, accounts
receivable, trade receivables or other rights to payment from retail customers,
wholesale customers or lessees (including notes that finance the acquisition of
goods that are leased to a third party or parties), monies due thereunder and
proceeds related thereto, security or ownership interests in any goods or other
property financed thereby, and related rights, (ii) interests in pools
comprised of any or all of the foregoing, and (iii) if the Corporation has
received a Ratings Confirmation from each Relevant Rating Agency (as such terms
are defined below) at the time it first acquires or originates the same, any
other asset constituting an "eligible asset" within the meaning of Rule 3a-7
under the Investment Company Act of 1940, (collectively, the "Receivables and
Related Assets");

(b) to acquire, own, hold, service, sell, assign, pledge and otherwise
deal with the Receivables and Related Assets, collateral securing the
Receivables and Related Assets, related insurance policies, related agreements
with Navistar Financial Corporation, a Delaware corporation ("NFC"), Harco
Leasing Company, Inc., a Delaware corporation ("HLC"), or any other affiliate
or subsidiary of NFC or HLC or any third party and any proceeds or further
rights associated with any of the foregoing;

(c) to sell, transfer, assign, pledge, hypothecate or otherwise convey
a full or limited interest in all or a portion of the Receivables and Related
Assets to NFC, HLC, Truck Retail Instalment Paper, Inc., a Delaware corporation
("Trip"), Navistar Financial Retail Receivables Corporation, a Delaware
corporation ("NFRRC"), any other subsidiary or affiliate of NFC or HLC or any
other person pursuant to pooling and servicing agreements, indentures, loan
agreements, purchase agreements or other agreements or instruments (the
"Agreements") to be entered into by the Corporation;

(d) to perform its obligations under any Agreements and any other
agreements or instruments in connection with any of the foregoing; and

(e) to engage in any activity and to exercise any powers permitted to
corporations under the laws of the State of Delaware that are related or
incidental to the foregoing and necessary, convenient or advisable to
accomplish the foregoing.

<PAGE> 137

Notwithstanding any other provision of the Certificate of Incorporation
and any provision of law that otherwise so empowers the Corporation, the
Corporation shall not, without receiving prior written confirmation (a "Ratings
Confirmation") from each nationally recognized rating agency which has been
requested by the Corporation or any of its affiliates to rate any
then-outstanding class or series of notes, certificates, commercial paper or
other securities backed, in whole or in part, by the Receivables and Related
Assets, whether such securities are issued by the Corporation, an affiliate of
the Corporation or any other person (such rating agencies being "Relevant
Rating Agencies" and such rated securities being "Rated Instruments"), and
which is then rating such Rated Instruments, that any such action taken by the
Corporation will not have an adverse effect upon the rating of such Rated
Instruments, do any of the following:

(a) engage in any business or activity other than those set
forth above;

(b) incur any indebtedness for borrowed money, or assume or
guaranty any such indebtedness of any other person, other than
(A) any such indebtedness incurred in connection with the Rated
Instruments, (B) any such indebtedness incurred in connection with the
acquisition of Receivables and Related Assets or otherwise permitted by
any Agreement, (C) any such indebtedness where the person to whom such
indebtedness is owing has delivered to the Corporation an undertaking
that it will not (i) institute against, or join any other person in
instituting against, the Corporation any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceeding under any federal or
state bankruptcy or similar law, or (ii) look to property or assets of
the Corporation in respect to such indebtedness and that such
indebtedness shall not constitute a claim against the Corporation in
the event that the Corporation's assets are insufficient to pay in
full such indebtedness in the case of clauses (i) and (ii) for at least
one year and one day after all Rated Instruments are paid in full and
(D) other such indebtedness not exceeding $20,000 in any calendar year
which is used to pay reasonable and customary operating expenses;

(d) consolidate or merge with or into any other entity or
convey or transfer its properties and assets substantially as
an entirety to any entity, unless:

(i) the entity (if other than the Corporation)
formed or surviving the consolidation or merger or which
acquires the properties and assets of the Corporation is
organized and existing under the laws of the State of Delaware,
expressly assumes the due and

2
<PAGE> 138
punctual payment of, and all obligations of the Corporation,
including those obligations of the Corporation under the Agreements,
and has a Certificate of Incorporation containing provisions identical
to the provisions of set forth in the Corporation's Article Third,
this Article Fourth, Article Fifth, Article Thirteenth and Article
Fifteenth; and

(ii) immediately after giving effect to such transaction, no
default or event of default has occurred and is continuing under any
indebtedness of the Corporation and any agreements relating to such
indebtedness.

Notwithstanding any other provision of the Certificate of
Incorporation, without the affirmative vote of 100% of the members of the Board
of Directors of the Corporation, the Corporation shall not institute
proceedings to be adjudicated bankrupt or insolvent, or consent to the
institution of bankruptcy or insolvency proceedings against it or file a
petition seeking, or consent to, reorganization or relief under any applicable
federal or state law relating to bankruptcy, or consent to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Corporation or a substantial part of its property, or make any
assignment for the benefit of creditors, or admit in writing its inability to
pay its debts generally as they become due, or take corporate action in
furtherance of any such action.

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<PAGE> 139
ARTICLE FIFTH

A. At all times the Board of Directors shall include at least two
individuals who are Independent Directors. As used herein, an "Independent
Director" shall be an individual who: (i) is not and has not been employed by
NFC or any of its subsidiaries or affiliates as director, officer or employee
within the five years immediately prior to such individual's appointment as an
Independent Director; (ii) is not (and is not affiliated with a company or a
firm that is) a significant advisor or consultant to NFC or any of its
subsidiaries and affiliates; (iii) is not affiliated with a significant
customer or supplier of NFC or any of its subsidiaries or affiliates; (iv) is
not affiliated with a company of which NFC or any of its subsidiaries and
affiliates is a significant customer or supplier; (v) does not have significant
personal services contract(s) with NFC or any of its subsidiaries or
affiliates; (vi) is not affiliated with a tax-exempt entity that receives
significant contributions from NFC or any of its subsidiaries or affiliates;
(vii) is not the beneficial owner at the time of such individuals' appointment
as an Independent Director, or at any time thereafter while serving as an
Independent Director, of such number of shares of any classes of common stock
of Navistar International Corporation the value of which constitutes more than
5% of such individual's net worth; and (viii) is not a spouse, parent, sibling
or child of any person described by (i) through (vii); provided, that an
individual shall not fail to be an "Independent Director" by virtue of serving
as a director of NFRRC, Trip, Navistar Financial Securities Corporation, a
Delaware corporation, or any other subsidiary of NFC whose certificate of
incorporation contains restrictive provisions similar in scope to those found
herein.

B. As used in this Certificate of Incorporation, the following terms
shall have the meaning set forth in this section:

(i) An "affiliate" of a person, or a person "affiliated with,"
a specified person, shall mean a person that directly, or indirectly
through one or more intermediaries, controls, or is controlled by, or
is under common control with, the specified person.

(ii) The term "control" (including the terms "controlling,"
"controlled by" and "under common control with") shall mean the
possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a person, whether through
the ownership of voting securities, by

4
<PAGE> 140
contract, or otherwise; provided, however, that a person shall not be deemed to
control another person solely because he or she is a director of such other
person.

(iii) The term "person" shall mean any individual, partnership, firm,
corporation, association, trust, unincorporated organization or together
entity, as well as any syndicate or group deemed to be a person pursuant to
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, as in
effect on January 1, 1994.

(iv) A "subsidiary" of NFC shall mean any corporation a majority of the
voting stock of which is owned, directly or indirectly through one or more
other subsidiaries, by NFC.

(v) A person shall be deemed to be, or to be affiliated with, a company or
firm that is a "significant advisor or consultant to NFC or any of its
subsidiaries or affiliates" if he, she, or it, as the case may be, received or
would receive fees or similar compensation from NFC or any of its subsidiaries
or affiliates in excess of the lesser of (A) 3% of the consolidated gross
revenues which NFC and its subsidiaries received for the sale of their products
and services during the last fiscal year of NFC; (B) 5% of the consolidated
gross revenues received by such company or firm for the sale of its products
and services during its last fiscal year, if the person is a company or firm;
provided, however, that director's fees and expense reimbursements shall not be
included in the gross revenues of an individual for purposes of this
determination.

(vi) A "significant customer of NFC or any of its subsidiaries or
affiliates" shall mean a customer from which NFC and any of its subsidiaries or
affiliates collectively in the last fiscal year of NFC received payments in
consideration for the products and services of NFC and its subsidiaries or
affiliates which are in excess of 3% of the consolidated gross revenues of NFC
and its subsidiaries during such fiscal year.

(vii) A "significant supplier of NFC or any of its subsidiaries or
affiliates" shall mean a supplier to which NFC and any of its subsidiaries or
affiliates collectively in the last fiscal year of NFC made payments in
consideration for the supplier's products and services in excess of 3% of the
consolidated gross revenues of NFC and its subsidiaries during such fiscal
year.

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<PAGE> 141
(viii) NFC or any of its subsidiaries and affiliates shall be deemed a
"significant customer" of a company if NFC and any of its subsidiaries and
affiliates collectively were the direct source during such company's last
fiscal year of in excess of 5% of the gross revenue which such company received
for the sale of its products and services during such fiscal year.

(ix) NFC or any of its subsidiaries and affiliates shall be deemed a
"significant supplier" of a company if NFC and any of its subsidiaries and
affiliates collectively received in such company's last fiscal year payments
from such company in excess of 5% of the gross revenues which such company
received during such fiscal year for the sale of its products and services.

(x) A person shall be deemed to have "significant personal services
contract(s) with NFC or any of its subsidiaries or affiliates" if the fees and
other compensation received by the person pursuant to personal services
contract(s) with NFC and any of its subsidiaries or affiliates exceeded or
would exceed 5% of his or her gross revenues during the last calendar year.

(xi) A tax-exempt entity shall be deemed to receive "significant
contributions from NFC or any of its subsidiaries or affiliates" if such
tax-exempt entity received during its contributions from NFC or its
subsidiaries or affiliates in excess of the lesser of (A) 3% of the
consolidated gross revenues of NFC and its subsidiaries during such fiscal year
and (B) 5% of the contributions received by the tax-exempt entity during such
fiscal year.

6
<PAGE> 142
ARTICLE THIRTEENTH

Neither the Corporation's funds nor any other assets of the Corporation
are to be commingled with those of any other person except as permitted by the
Agreements.

The Corporation will maintain separate corporate records, books of
account and bank accounts from those of any other person.

7
<PAGE> 143
ARTICLE FIFTEENTH

From and after the time that the Corporation first originates,
purchases or otherwise acquires any Receivables and Related Assets, the
Corporation shall not amend, alter, change or repeal Articles Third, Fourth,
Fifth, Thirteenth or this Article Fifteenth of this Certificate of
Incorporation without receiving prior written confirmation from each nationally
recognized rating agency that has been requested by the Corporation or any of
its affiliates to rate any then outstanding class or series of Rated
Instruments and that is then rating such Rated Instruments that such action
shall not result in a downgrade or withdrawal of the then current rating of the
Rated Instruments. Subject to the foregoing limitation, the Corporation
reserves the right to amend, alter, change or repeal any provision contained in
this Certificate of Incorporation, in the manner now or hereafter prescribed
herein and by the laws of the State of Delaware, and all rights conferred upon
stockholders herein are granted subject to this reservation.

* * * * *

<PAGE> 1
EXHIBIT 4.2

LIQUIDITY AGREEMENT

dated as of November 7, 1994

among

NFC ASSET TRUST,

As Borrower

The Several Lenders Party Hereto,

CHEMICAL BANK,
BANK OF AMERICA ILLINOIS
THE BANK OF NOVA SCOTIA and
MORGAN GUARANTY TRUST COMPANY OF NEW YORK,

As Co-Arrangers,

and

CHEMICAL BANK,

As Administrative Agent

<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C> <C> <C>
SECTION 1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

1.1 Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Other Definitional Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS AND LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2.1 Commitment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.2 Evidence of Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.3 Pro Rata Revolving Loans; Procedures for Pro Rata Revolving Loans . . . . . . . . . . . . . . . . . 3
2.4 Non-Pro Rata Revolving Loans by Non-Extending Lenders . . . . . . . . . . . . . . . . . . . . . . . 4
2.5 Non-Pro Rata Reserve Account Loans by Downgraded Lenders . . . . . . . . . . . . . . . . . . . . . . 5
2.6 Procedures for Non-Pro Rata Revolving Loans and Non-Pro Rata Reserve Account Loans . . . . . . . . . 8
2.7 Refunding Loans; Procedure for Refunding Loan Borrowings . . . . . . . . . . . . . . . . . . . . . . 9
2.8 Additional Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.9 Commitment Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.10 Termination or Reduction of Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.11 Conversions and Continuations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.12 Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.13 Interest Rates and Payment Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.14 Computation of Interest and Commitment Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2.15 Pro Rata Treatment and Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
2.16 Inability to Determine Interest Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2.17 Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
2.18 Requirements of Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
2.19 Withholding Tax Exemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
2.20 Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
2.21 Securities Law and other Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
2.22 Proceeds; Application of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
2.23 Extensions of Expiration Date and Expiry Dates . . . . . . . . . . . . . . . . . . . . . . . . . . 24
2.24 Replacement of a Lender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

SECTION 3. ISSUANCE OF COMMERCIAL PAPER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

SECTION 4. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

4.1 Trust Existence; Compliance With Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
4.2 Power; Authorization; Enforceable Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . 28
4.3 No Legal Bar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
4.4 No Material Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
4.5 No Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
4.6 Security Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
4.7 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
</TABLE>

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4.8 Federal Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
4.9 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
4.10 Securities Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
4.11 Ownership of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
4.12 Collateral Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
4.13 Financial Condition of the Borrower . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

SECTION 5. CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

5.1 Conditions to Effectiveness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
5.2 Conditions Precedent to Initial Credit Utilization . . . . . . . . . . . . . . . . . . . . . . . . 30
5.3 Conditions Precedent to Each Credit Utilization . . . . . . . . . . . . . . . . . . . . . . . . . 33
5.4 Conditions Precedent to Making of Each Refunding Loan, Non-Pro Rata
Revolving Loan or Initial Non-Pro Rata Reserve Account Loan . . . . . . . . . . . . . . . . . . 36
5.5 Failure to Reach Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
5.6 Conditions Precedent to the Purchase by the Borrower of Receivables . . . . . . . . . . . . . . . 37
5.7 Conditions Precedent to the Purchase by the Borrower of the Trust
Wholesale Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
5.8 Conditions Precedent to Initial Financing Loan and Increases in
the Financing Loan Principal Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
5.9 Conditions Precedent to Wholesale Certificate Advances . . . . . . . . . . . . . . . . . . . . . . 42

SECTION 6. AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

6.1 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
6.2 Certificates; Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
6.3 Maintenance of Existence; Compliance with Contractual Obligations,
Requirements of Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
6.4 Payment of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
6.5 Inspection of Property; Books and Records; Discussions . . . . . . . . . . . . . . . . . . . . . . 45
6.6 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
6.7 Settlement Date Reconciliation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

SECTION 7. NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

7.1 Limitation on Activities of the Borrower . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
7.2 Limitation on Indebtedness, Guarantee Obligations . . . . . . . . . . . . . . . . . . . . . . . . 46
7.3 Limitation on Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
7.4 Limitation on Investments, Loans and Advances . . . . . . . . . . . . . . . . . . . . . . . . . . 47
7.5 Limitation on Fundamental Changes and Sale of Assets . . . . . . . . . . . . . . . . . . . . . . . 47
7.6 Limitation on Payments, Capital Expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
7.7 Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
</TABLE>

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7.8 Commercial Paper Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
7.9 Amendment of Organizational Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

SECTION 8. EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

SECTION 9. THE ADMINISTRATIVE AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

9.1 Appointment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
9.2 Delegation of Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
9.3 Exculpatory Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
9.4 Reliance by Administrative Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
9.5 Notice of Default; Other Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
9.6 Non-Reliance on Administrative Agent and Other Lenders . . . . . . . . . . . . . . . . . . . . . . 55
9.7 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
9.8 Administrative Agent in Its Individual Capacity . . . . . . . . . . . . . . . . . . . . . . . . . 56
9.9 Successor Administrative Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
9.10 Administrative Agent's Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

SECTION 10. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

10.1 Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
10.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
10.3 No Waiver; Cumulative Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
10.4 Survival of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
10.5 Payment of Expenses and Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
10.6 Successors and Assigns; Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
10.7 Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
10.8 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
10.9 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
10.10 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
10.11 Acknowledgements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
10.12 Submission To Jurisdiction; Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
10.13 WAIVERS OF JURY TRIAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
10.14 No Bankruptcy Petition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
10.15 Limited Recourse . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
10.16 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
10.17 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
10.18 Limitation of Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
</TABLE>

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SCHEDULES:

Schedule I Commitments
Schedule II Participation Fees
Schedule III Trust Wholesale Certificate Criteria

EXHIBITS:

Exhibit A Form of Addendum
Exhibit B Form of Collateral Trust Agreement
Exhibit C Form of Administration Agreement
Exhibit D Form of Trust Agreement
Exhibit E Form of Financing Loan and Security Agreement
Exhibit F Form of Trust Servicing Agreement
Exhibit G Form of Trip Servicing Agreement
Exhibit H Form of Receivables Purchase Agreement
Exhibit I Form of Retail Receivables Purchase Agreement
Exhibit J Form of Lease Receivables Purchase Agreement
Exhibit K Form of Depositary Agreement
Exhibit L Forms of Opinions of Kirkland & Ellis
Exhibit M Form of Opinion of Delaware Counsel to Borrower
Exhibit N Form of Opinion of Counsel to NFC
Exhibit O Form of Opinion of Counsel to the Owner Trustee
Exhibit P Form of Opinion of Counsel to the Collateral Trustee
Exhibit Q Form of Opinion of Special Counsel to the Lenders
Exhibit R Form of Opinion of Counsel to U.S. Lenders
Exhibit S Form of Opinion of Counsel to non-U.S. Lenders
Exhibit T Form of Assignment and Acceptance
Exhibit U Form of Note
Exhibit V Forms of Opinions of Kirkland and Ellis
Exhibit W Form of Opinion of Counsel to NFC

APPENDIX:

Appendix A - Definitions

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<PAGE> 6

LIQUIDITY AGREEMENT, dated as of November 7, 1994, among NFC ASSET
TRUST, a Delaware business trust (the "Borrower"), the several banks and
financial institutions parties to this Agreement (each, a "Lender"), the
co-arrangers named on Schedule I (the "Co- Arrangers") and CHEMICAL BANK, a New
York banking corporation, as administrative agent for the Lenders (in such
capacity, together with any successor or assign in such capacity, the
"Administrative Agent").

The parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS

1.1 Defined Terms. Capitalized terms used in this Agreement shall
have the respective meanings assigned to such terms in Appendix A unless
otherwise defined herein.

1.2 Other Definitional Provision. Unless otherwise specified
therein, all terms defined in this Agreement shall have the defined meanings
when used in the Basic Documents or any certificate or other document made or
delivered pursuant hereto or thereto.

(b) As used herein and in the Basic Documents, and in any certificate
or other document made or delivered pursuant hereto, accounting terms relating
to the Borrower not defined in subsection 1.1, and accounting terms partly
defined in subsection 1.1, to the extent not defined, shall have the respective
meanings given to them under GAAP.

(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 are to this Agreement unless otherwise
specified.

(d) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS
AND LOANS

2.1 Commitment. Subject to the terms and conditions hereof, each
Lender agrees, severally and not jointly, to make loans ("Loans") to the
Borrower from time to time during the period from the Effective Date to and
including the Expiry Date of such Lender's Commitment in an aggregate principal
amount at any one time outstanding not to exceed the amount of such Lender's
Commitment, which Loans shall be Revolving Loans, Refunding Loans, Non-Pro Rata
Revolving Loans or Non-Pro Rata Reserve Account Loans, as designated by the
Borrower in accordance with the terms hereof. During the period from the

<PAGE> 7
2

Effective Date to the Expiry Date of any Commitment the Borrower may use such
Commitment by borrowing, prepaying the Loans in whole or in part and
reborrowing, all in accordance with the terms and conditions hereof.

(b) The Revolving Loans may from time to time be (i) Eurodollar Loans
or (ii) ABR Loans, as determined by the Borrower and notified to the
Administrative Agent in accordance with subsections 2.3 and 2.11; provided that
all Revolving Loans made pursuant to the same Borrowing shall be of the same
Type. Each Revolving Loan made by any Lender shall be converted on such
Lender's Expiry Date to, and be treated for all purposes thereafter as, a
Non-Pro Rata Revolving Loan.

(c) The Refunding Loans shall be ABR Loans. The Borrower shall pay
each Refunding Loan in accordance with the provisions of the Collateral Trust
Agreement to the extent that funds are available therefor; provided that the
final maturity date of each Refunding Loan shall be the Final Scheduled Maturity
Date. Refunding Loans may be converted to Revolving Loans pursuant to
subsection 2.11(a).

(d) The Non-Pro Rata Revolving Loans and Non-Pro Rata Reserve Account
Loans may from time to time be (i) Eurodollar Loans or (ii) ABR Loans, as
determined by the Borrower and notified to the Administrative Agent in
accordance with subsections 2.6 and 2.11. The Borrower shall pay each Non-Pro
Rata Revolving Loan in accordance with the provisions of the Collateral Trust
Agreement to the extent that funds are available therefor; provided that the
final maturity date of each Non-Pro Rata Revolving Loan shall be the Final
Scheduled Maturity Date. The Non-Pro Rata Reserve Account Loans made by any
Lender shall mature on the Expiry Date of such Lender; provided that all or a
portion of each Non-Pro Rata Reserve Account Loan may be converted to a Non-Pro
Rata Revolving Loan in accordance with subsection 2.5(f).

(e) No Lender shall be required to make a Revolving Loan if the
conditions precedent set forth in subsection 5.3 have not been satisfied.

(f) No Lender shall be required to make a Refunding Loan if the
conditions precedent set forth in subsection 5.4 have not been satisfied. Each
Refunding Loan shall be made by the Lenders notwithstanding (i) any set-off,
counterclaim or defense to payment which the Lenders may have against the
Borrower or (ii) except as set forth in subsection 5.4, the occurrence of a
Default or Event of Default.

2.2 Evidence of Indebtedness. (a) The Borrower hereby unconditionally
promises to pay to each Lender on the Final Scheduled Maturity Date the unpaid
principal amount of each Loan in immediately available funds at the office of
the Administrative Agent. The Borrower hereby further agrees to pay

<PAGE> 8
3

interest in immediately available funds at the office of the Administrative
Agent on the unpaid principal amount of such Loans from time to time from the
date hereof until payment in full thereof at the rates per annum, and on the
dates, set forth in subsection 2.13.

(b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness of the Borrower to the
appropriate lending office of such Lender resulting from each Loan made by such
lending office of such Lender from time to time, including amounts of principal
and interest payable and paid to such lending office of such Lender from time to
time under this Agreement.

(c) The Administrative Agent shall maintain the Register pursuant to
subsection 10.6(d), and a subaccount for each Lender, in which Register and
subaccounts (taken together) shall be recorded (i) the amount of each Loan made
hereunder, the Type of each Loan made and the Interest Period applicable
thereto, (ii) the amount of any principal or interest due and payable or to
become due and payable from the Borrower to each Lender hereunder and (iii) the
amount of any sum received by the Administrative Agent hereunder from the
Borrower and each Lender's share thereof.

(d) The entries made in the Register and accounts maintained pursuant
to paragraphs (b) and (c) of this subsection 2.2 shall, to the extent permitted
by applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Borrower therein recorded; provided, however, that the
failure of any Lender or the Administrative Agent to maintain such account, such
Register or such subaccount, as applicable, or any error therein, shall not in
any manner affect the obligation of the Borrower to repay (with applicable
interest) the Loans made to the Borrower by such Lender in accordance with the
terms of this Agreement.

2.3 Pro Rata Revolving Loans; Procedures for Pro Rata Revolving
Loans. Borrowings of Revolving Loans may be made on any Business Day. When
the Borrower wishes to borrow Revolving Loans, it shall give the Administrative
Agent (a) in the case of a Borrowing of ABR Loans, irrevocable written or
telephonic notice (confirmed in writing) not later than 11:00 a.m., New York
City time, on the requested Borrowing Date, or (b) in the case of a Borrowing
of Eurodollar Loans, irrevocable written notice not later than 11:00 a.m., New
York City time, three Working Days prior to the requested Borrowing Date, in
each case specifying (i) the requested Borrowing Date (which in the case of a
Borrowing of ABR Loans shall be a Business Day and in the case of a Borrowing
of Eurodollar Loans shall be a Working Day), (ii) the amount to be borrowed,
which shall be in an aggregate principal amount equal to $10,000,000 (or such
lesser amount as may be needed to satisfy the Borrower's obligation under
subsection 6.7 or as is remaining available under the Aggregate Commitments)
and

<PAGE> 9
4

integral multiples of $1,000,000 in excess thereof and (iii) that the Borrowing
is to be of Revolving Loans and whether the Borrowing is to be initially
maintained as ABR Loans or Eurodollar Loans. Upon receipt of such notice from
the Borrower, the Administrative Agent shall promptly notify each Lender
thereof. Except as otherwise provided in subsections 2.4 and 2.5 with respect
to Non-Extending Lenders and Downgraded Lenders, each Lender will make its
Commitment Percentage of all ABR Loans requested to be made on any Borrowing
Date available to the Administrative Agent for the account of the Borrower at
the office of the Administrative Agent specified in subsection 10.2 in funds
immediately available to the Administrative Agent (a) prior to 3:00 p.m., New
York City time, on the requested Borrowing Date, if a notice from the
Administrative Agent requesting such Borrowing is received by such Lender prior
to 12:00 Noon, New York City time, on the requested Borrowing Date, or (b)
prior to 10:00 a.m., New York City time, on the Business Day following such
requested Borrowing Date, if a notice from the Administrative Agent requesting
such Borrowing is received by such Lender after 12:00 Noon, New York City time,
on the requested Borrowing Date. Except as otherwise provided in subsections
2.4 and 2.5 with respect to Non-Extending Lenders and Downgraded Lenders, each
Lender will make its Commitment Percentage of all Eurodollar Loans requested to
be made on any Borrowing Date available to the Administrative Agent for the
account of the Borrower at the office of the Administrative Agent specified in
subsection 10.2 prior to 11:00 a.m., New York City time, on the Borrowing Date
requested by the Borrower in funds immediately available to the Administrative
Agent. Subject to satisfaction of the applicable conditions set forth in
subsection 5.3, and except as otherwise provided in subsections 2.4 and 2.5,
the Administrative Agent will make each Borrowing of Revolving Loans available
to the Borrower by directly depositing in the Collateral Account, for
application in accordance with the Collateral Trust Agreement on the relevant
Borrowing Date, the amounts made available to the Administrative Agent by the
Lenders and in like funds as received by the Administrative Agent.

2.4 Non-Pro Rata Revolving Loans by Non-Extending Lenders. Subject to
the limitations imposed by subsection 2.1, if any Lender shall not have
consented to the extension of its Expiry Date pursuant to subsection 2.23 (such
Lender, a "Non-Extending Lender"), unless the Borrower shall have replaced or
removed such Non-Extending Lender pursuant to subsection 2.24 or the Face Amount
of outstanding Commercial Paper is less than or equal to the Available
Commitments of the Extending Lenders (and any replacement Lenders for
Non-Extending Lenders), on the fifth Business Day immediately preceding such
Non-Extending Lender's Expiry Date the Borrower shall request such Non-Extending
Lender to make, and on such Expiry Date such Non-Extending Lender shall make in
accordance with the provisions hereof, a Loan (a "Non-Pro Rata Revolving Loan")
in an amount equal to the lesser of (i) the Available Commitment of such
Non-Extending Lender and (ii) the product of (A) the Exit Percentage of such
Non-Extending Lender

<PAGE> 10
5

and (B) the excess, if any, of (x) the Face Amount of outstanding Commercial
Paper as of such fifth preceding Business Day over (y) the Available
Commitments of the Extending Lenders as of such fifth preceding Business Day
(and of any replacement Lenders for Non-Extending Lenders); provided, however,
that if the Borrower shall have requested prior to such Expiry Date from each
of the Rating Agencies written confirmation that the failure to request such a
Loan will not result in the reduction or withdrawal of its then current rating,
if any, of the Commercial Paper, and if such written confirmation is received
by the Borrower on or prior to such fifth preceding Business Day, the Borrower
shall not be obligated to request, and such Non-Extending Lender shall not be
obligated to make, such Loan. The Borrower shall make any such request to the
Rating Agencies at least fifteen days prior to such fifth Business Day. After
such Borrowing or, if there is no such Borrowing, after such Non-Extending
Lender's Expiry Date, such Non-Extending Lender shall have no further
obligation under its Commitment to make Loans. The proceeds of any such
Non-Pro Rata Revolving Loan shall be deposited in the Non-Pro Rata Funding
Account and, in accordance with subsection 6(b) of the Depositary Agreement,
shall be applied, to the extent of such proceeds, by the Depositary, prior to
its application of any other funds then available to it, to pay maturing
Commercial Paper. The Borrower shall cause the Administrator to use its
reasonable efforts (without the expenditure of money for the sole purpose of
inducing such replacement) to replace a Non-Extending Lender which would be
obligated to make a Non-Pro Rata Revolving Loan prior to such Non-Extending
Lender's Expiry Date.

2.5 Non-Pro Rata Reserve Account Loans by Downgraded Lenders. On
the 60th day (or if such day is not a Business Day, the next succeeding Business
Day) after any Lender becomes a Downgraded Lender (or on such earlier day as may
be necessary to prevent a reduction in the ratings of the Commercial Paper), and
on each Business Day thereafter, the Borrower (i) unless (A) the Borrower shall
have replaced such Downgraded Lender pursuant to subsection 2.24 or (B) the Face
Amount of outstanding Commercial Paper on such Business Day shall be an amount
less than or equal to the Available Commitments of the Non-Downgraded Lenders
(and any replacement Lenders for the Downgraded Lenders), shall request such
Downgraded Lender to make, and if such request is made, such Downgraded Lender
shall make in accordance with the provisions hereof, a Loan (a "Non-Pro Rata
Reserve Account Loan") in an amount such that the aggregate outstanding amount
of such Downgraded Lender's Non- Pro Rata Reserve Account Loans equals the
lesser of (A) such Downgraded Lender's Commitment Percentage of the Utilized
Available Commitments on such Business Day (such Downgraded Lender's "Required
Reserve Account Funded Amount") and (B) the excess, if any, of (x) the
Commitment of such Downgraded Lender over (y) the aggregate principal amount of
such Lender's Revolving Loans and Refunding Loans then outstanding and (ii) may
request such Downgraded Lender to make, and if such request is made, such
Downgraded Lender shall make, a Non-Pro Rata Reserve Account Loan in an amount
such that the aggregate outstanding

<PAGE> 11
6

amount of such Downgraded Lender's Non-Pro Rata Reserve Account Loans equals
the lesser of (A) the Reserve Account Pre-Funded Amount notified to such
Downgraded Lender by the Borrower pursuant to paragraph (b) of this subsection
and (B) the excess, if any, of (x) the Commitment of such Downgraded Lender
over (y) the aggregate principal amount of such Lender's Revolving Loans and
Refunding Loans then outstanding; provided however, that the Borrower shall
request prior to such 60th day from each of the Rating Agencies written
confirmation that the failure to request such Non-Pro Rata Reserve Account
Loans will not result in the reduction or withdrawal of its then current
rating, if any, of the Commercial Paper, and if such written confirmation is
received by the Borrower prior to such 60th day, the Borrower shall not
request, and such Downgraded Lender shall not be obligated to make, such
Non-Pro Rata Reserve Account Loans. The Borrower shall make such request to
the Rating Agencies at least fifteen days prior to such 60th day.

(b) In accordance with the provisions of subsection 2.6, the Borrower
may request that on each Settlement Date each Downgraded Lender make a Non-Pro
Rata Reserve Account Loan in an amount such that the aggregate outstanding
amount of such Downgraded Lender's Non-Pro Rata Reserve Account Loans equals
such Downgraded Lender's Commitment Percentage of the Borrower's good faith
estimate of the maximum amount of the Utilized Available Commitments during the
Accrual Period commencing on such Settlement Date (with respect to such Accrual
Period, such Downgraded Lender's "Reserve Account Pre-Funded Amount").

(c) All proceeds of any such Non-Pro Rata Reserve Account Loans shall
be remitted by the Administrative Agent to the Collateral Trustee and deposited
by the Collateral Trustee in the Reserve Account. After any such Borrowing,
such Downgraded Lender shall receive no Commitment Fees with respect to the
portion of its Commitment represented by funds on deposit in the Reserve
Account.

(d) After any Downgraded Lender makes a Non-Pro Rata Reserve Account
Loan and so long as such Downgraded Lender remains a Downgraded Lender, (i) all
Refunding Loans which such Lender would otherwise have been required to make on
or prior to its Expiry Date (A) shall be made by withdrawing funds on deposit in
the Reserve Account with respect to such Downgraded Lender, (B) will increase
the Refunding Loans of such Downgraded Lender by the amount so withdrawn and (C)
will reduce the Non-Pro Rata Reserve Account Loan of such Downgraded Lender by
the amount so withdrawn, and (ii) any amount which would have otherwise been
applied to repay the principal amount of any outstanding Refunding Loans of such
Downgraded Lender prior to such Downgraded Lender's Expiry Date or, if earlier,
the date the Commitments shall have been terminated pursuant hereto, (A) will be
deposited in the Reserve Account, (B) will reduce the Refunding Loans of such
Downgraded Lender by the amount so

<PAGE> 12
7

deposited and (C) will increase the Non-Pro Rata Reserve Account Loan of such
Downgraded Lender by the amount so deposited.

(e) Each Non-Pro Rata Reserve Account Loan shall mature on the Expiry
Date of the related Lender. The Borrower shall instruct the Collateral Trustee
to withdraw the entire amount on deposit in the Reserve Account with respect to
any Downgraded Lender from the Reserve Account in accordance with subsection
5.7 of the Collateral Trust Agreement and to pay such amount to such Downgraded
Lender as a repayment of the Non-Pro Rata Reserve Account Loan of such
Downgraded Lender on the Expiry Date of such Downgraded Lender (unless such
Downgraded Lender would be required to make a Non-Pro Rata Revolving Loan
pursuant to subsection 2.4, in which case, a portion of such amount equal to
the amount of such required Non-Pro Rata Revolving Loan shall be deposited in
the Non-Pro Rata Funding Account and thereafter be treated as a Non-Pro Rata
Revolving Loan hereunder) or, if earlier, the date on which the Commitments are
terminated pursuant hereto.

(f) If, on any Settlement Date, the amount on deposit in the Reserve
Account with respect to any Downgraded Lender exceeds the greater of (i) the
Reserve Account Pre-Funded Amount with respect to such Downgraded Lender for
the Accrual Period commencing on such Settlement Date and (ii) the Required
Reserve Account Funded Amount with respect to such Downgraded Lender on such
Settlement Date, then the Borrower shall instruct the Collateral Trustee to
withdraw from the Reserve Account and pay, and the Collateral Trustee shall
withdraw from the Reserve Account, in accordance with subsection 5.7 of the
Collateral Trust Agreement, and pay, to such Downgraded Lender such excess as a
repayment of the Non-Pro Rata Reserve Account Loans of such Downgraded Lender.

(g) If the commercial paper or short term deposit ratings of any
Downgraded Lender are restored to or confirmed at A-1 by S&P and P-1 by
Moody's, then (i) the Borrower shall instruct the Collateral Trustee to
withdraw the entire amount on deposit in the Reserve Account with respect to
such Lender from the Reserve Account in accordance with subsection 5.7 of the
Collateral Trust Agreement and to pay such amount to such Lender as a repayment
of its Non-Pro Rata Reserve Account Loans and (ii) such Lender shall no longer
be a Downgraded Lender hereunder.

(h) If, on any Settlement Date following the expiration of the 60-day
period (or any shorter period referred to in subsection 2.5(a)) occurring after
any Lender became a Downgraded Lender and before such Downgraded Lender has
been replaced in accordance with subsection 2.24, such Downgraded Lender
becomes an Excluded Downgraded Lender, then the Borrower shall instruct the
Collateral Trustee to withdraw the entire amount on deposit in the Reserve
Account with respect to such Excluded Downgraded Lender from the Reserve
Account in accordance with subsection 5.7 of the Collateral Trust Agreement and
to pay

<PAGE> 13
8

such amount to such Excluded Downgraded Lender as a repayment of the Non-Pro
Rata Reserve Account Loan of such Excluded Downgraded Lender on such Settlement
Date (unless such Excluded Downgraded Lender would be required to make a
Non-Pro Rata Revolving Loan pursuant to subsection 2.4 (assuming, for purposes
of this paragraph (h), that the Expiry Date of such Excluded Downgraded Lender
shall be deemed to occur on such Settlement Date), in which case, a portion of
such amount equal to the amount of such required Non-Pro Rata Revolving Loan
shall be deposited in the Non-Pro Rata Funding Account and be treated as a
Non-Pro Rata Revolving Loan hereunder).

(i) The Borrower may on any Settlement Date elect to make a non-pro
rata reduction of the amount of the Maximum Aggregate Commitment by making a
pro rata reduction or termination of the Commitments of the Downgraded Lenders
which are obligated to make Non-Pro Rata Reserve Account Loans. If the
Borrower shall make such election, the Borrower shall instruct the Collateral
Trustee to withdraw from the Reserve Account and pay, and the Collateral
Trustee shall withdraw from the Reserve Account, in accordance with subsection
5.7 of the Collateral Trust Agreement, and pay, to each Downgraded Lender which
has made Non-Pro Rata Reserve Account Loans, the difference between the amount
on deposit in the Reserve Account with respect to such Downgraded Lender and
the Required Reserve Account Funded Amount with respect to such Downgraded
Lender (after giving effect to such reduction of the Commitments) as a
repayment of the Non-Pro Rata Reserve Account Loans of such Downgraded Lender.

2.6 Procedures for Non-Pro Rata Revolving Loans and Non-Pro Rata
Reserve Account Loan. With respect to a Non-Pro Rata Revolving Loan to be made
by a Non-Extending Lender or a Non-Pro Rata Reserve Account Loan to be made by
a Downgraded Lender pursuant to subsection 2.4 or 2.5, the Borrower shall give
the Administrative Agent, (a) in the case of an ABR Loan, irrevocable written
or telephonic notice (confirmed in writing) not later than 10:00 a.m., New York
City time, on the requested Borrowing Date or (b) in the case of a Eurodollar
Loan, irrevocable written notice not later than 10:00 a.m., New York City time,
three Working Days prior to the requested Borrowing Date, in each case
specifying (i) the requested Borrowing Date (which in the case of an ABR Loan
shall be a Business Day and in the case of a Eurodollar Loan shall be a Working
Day), (ii) the name of the Lender from which such Loan is being requested,
(iii) the principal amount of the Non-Pro Rata Revolving Loan or Non-Pro Rata
Reserve Account Loan required by subsection 2.4 or 2.5 and (iv) whether such
Non-Pro Rata Revolving Loan or Non-Pro Rata Reserve Account Loan is to be
initially maintained as an ABR Loan or a Eurodollar Loan. Upon receipt of such
notice from the Borrower, the Administrative Agent will promptly notify such
Non-Extending Lender or Downgraded Lender. Each such Non-Extending Lender or
Downgraded Lender will make the requested Non-Pro Rata Revolving Loan or
Non-Pro Rata Reserve Account Loan, as the case may be, available to the
Administrative Agent for the account of

<PAGE> 14
9

the Borrower at the office of the Administrative Agent specified in subsection
10.2 in funds immediately available on the requested Borrowing Date to the
Administrative Agent. The Administrative Agent will make each Borrowing of
Non-Pro Rata Revolving Loans and Non-Pro Rata Reserve Account Loans available
to the Borrower by directly depositing in the Non-Pro Rata Funding Account and
the Reserve Account, respectively, the amounts so made available to the
Administrative Agent and in like funds as received by the Administrative Agent.

2.7 Refunding Loans; Procedure for Refunding Loan Borrowings. (a) If,
on any Business Day that Commercial Paper matures, the sum of (i) all amounts
on deposit in the Non-Pro Rata Funding Account and (ii) the aggregate net
amount of proceeds received by the Borrower from the issuance of additional
Commercial Paper is insufficient to repay in full the Face Amount of all
Commercial Paper maturing on such day (the excess of the amount required to pay
in full all such Commercial Paper maturing on such day, including any interest
due thereon, over the net amount to be obtained by the issuance of Commercial
Paper on such day and the amount of funds to be applied from the Non-Pro Rata
Funding Account on such day, a "Commercial Paper Deficit"), the Borrower shall
request the Collateral Trustee to transfer on such day funds to satisfy the
Commercial Paper Deficit from the Collateral Account to the Commercial Paper
Account. The excess, if any, of the Commercial Paper Deficit for any day over
the aggregate amount to be applied to the Commercial Paper Deficit by transfer
from the Collateral Account pursuant to subsection 5.3(a)(xiii)(B) of the
Collateral Trust Agreement on such day, is referred to herein as the "Remaining
Commercial Paper Deficit." If, on any Business Day that Commercial Paper
matures, a Remaining Commercial Paper Deficit exists, each Lender shall, upon
the request of the Depositary to the Administrative Agent pursuant to paragraph
(c) below, as attorney-in-fact for the Borrower, and subject to the limitations
imposed by subsection 2.1, make a Refunding Loan in an aggregate principal
amount equal to the product of such Lender's Commitment Percentage and the
Remaining Commercial Paper Deficit.

(b) Borrowings of Refunding Loans may be made on any Business Day
under the circumstances set forth in paragraph (a) above; provided that, the
Depositary, as attorney-in-fact of the Borrower, shall give irrevocable written
or telephonic notice to the Administrative Agent (confirmed in writing) prior
to 12:15 p.m., New York City time, on the requested Borrowing Date, specifying
(i) the requested Borrowing Date, (ii) the amount to be borrowed and (iii) that
the Borrowing is to be of Refunding Loans. The Administrative Agent shall
promptly prior to 12:30 p.m., New York City time, notify each Lender of the
receipt of such notice. Each Lender will make its Commitment Percentage of
each Borrowing of Refunding Loans available to the Administrative Agent for the
account of the Borrower at the office of the Administrative Agent specified in
subsection 10.2 in funds immediately available to the Administrative Agent
prior to 1:00

<PAGE> 15
10
p.m., New York City time, on the requested Borrowing Date. Subject to
satisfaction of the applicable conditions set forth in subsection 5.4, such
Borrowing will then be made available by the Administrative Agent to the
Borrower by directly depositing the amounts made available to the
Administrative Agent by the Lenders and in like funds as received by the
Administrative Agent in the Commercial Paper Account.

(c) If at any time (i) there are ten or more Lenders with Commitments
to make Loans hereunder and (ii) with respect to any Borrowing of Refunding
Loans, one or more Lenders fails to fund its Commitment Percentage of the
Refunding Loans to be provided by the Lenders by 1:15 p.m., New York City time,
on any Business Day then, the Administrative Agent shall notify each of the
other Lenders which are committed to lend on such day not later than 1:30 p.m.,
New York City time, on such Business Day and each of such other Lenders shall,
before 3:00 p.m., New York City time, on such Business Day, make available to
the Administrative Agent at the office of the Administrative Agent set forth in
subsection 10.2, in immediately available funds, a Refunding Loan in a
principal amount equal to the lesser of (A) such unfunded amount multiplied by
a fraction, the numerator of which is the Commitment of such Lender and the
denominator of which is the aggregate Commitments with respect to the Lenders
committed to lend on such day (less the Commitments of the defaulting Lenders)
and (B) the Available Commitment of such Lender. After the Administrative
Agent's receipt of such funds, the Administrative Agent will make such funds
available to the Borrower by 4:00 p.m., New York City time, by transferring
such funds to the Commercial Paper Account. If a Lender which shall have so
failed to fund shall subsequently pay such amount, the Administrative Agent
shall apply such amount to repay pro rata the additional Refunding Loans made
by the Lenders pursuant to such subsequent notice from the Administrative
Agent.

2.8 Additional Commitments. (a) Prior to the Wind-Down Date, the
Borrower may, on any Settlement Date, with the consent of the Administrative
Agent, add additional Persons which would be Eligible Assignees as Lenders or
cause an existing Lender to increase its Commitment; provided, however, that no
Person shall be added as a Lender unless such Person delivers to the Rating
Agencies such opinions of counsel as may be required by the Rating Agencies as
to the enforceability of this Agreement against such Person and each Rating
Agency confirms the ratings of the outstanding Commercial Paper, and provided,
further, however, that no such increase shall be effected unless after giving
effect to such increase, and to any simultaneous issuance of Trust
Certificates, the Aggregate OTC Amount shall be at least equal to the Required
OTC Amount. Each new Lender and each Lender increasing its Commitment shall
become a party hereto or increase its Commitment, as the case may be, by
executing and delivering to the Administrative Agent and the Borrower an
Addendum.

<PAGE> 16
11

(b) To the extent that Non-Extending Lenders shall have outstanding
Non-Pro Rata Revolving Loans on the date an additional Person becomes a Lender
or an existing Lender increases its Commitment pursuant to subsection 2.8(a),
such additional Person or, to the extent of the amount of its increase in
Commitment, such existing Lender shall be deemed a replacement bank, in whole
or in part, pursuant to subsection 2.24 for such Non-Extending Lenders. If
there is more than one such Non-Extending Lender at such time and such
additional Person or existing Lender cannot replace such Non-Extending Lenders
in whole, then the Borrower shall pay the principal amount of such
Non-Extending Lenders' Loans pro rata according to the outstanding amounts
thereof.

2.9 Commitment Fees. The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a commitment fee (the
"Commitment Fee") for the period from and including the Effective Date to and
including the date the Commitment of such Lender terminates, computed at the
rate of .25% per annum on the average daily amount of the Available Commitment
of such Lender and payable quarterly in arrears on the Settlement Dates
occurring in April, July, October and January of each year and on the
Settlement Date in the month following the month in which the Expiry Date of
such Lender occurs for the period (a) in the case of the first such payment,
commencing on the Effective Date and ending on the last day of the month
preceding the date of such payment and (b) in the case of each subsequent
payment, commencing on and including the day following the end of the preceding
period for which payment has been made and ending on the last day of the month
preceding the date of such payment or the Expiry Date, as the case may be.

2.10 Termination or Reduction of Commitments. The Borrower shall
have the right on any Settlement Date, upon not less than three Business Days'
notice to the Administrative Agent and not less than fifteen days' notice to
the Rating Agencies, to terminate or, from time to time, reduce the amount of
the Maximum Aggregate Commitment; provided that, unless the Borrower receives
the written consent of the holders of all outstanding Trust Certificates and
the holders of all outstanding Commercial Paper Notes, no such termination or
reduction shall be permitted if (a) after giving effect thereto and to all
transactions to occur on the effective date thereof, the sum of (i) the Credits
Outstanding and (ii) the Interest Component with respect to outstanding
Commercial Paper on such date would exceed the Maximum Aggregate Commitment
then in effect or (b) such termination or reduction would result in a
downgrading, suspension or withdrawal by any Rating Agency of the ratings
referred to in subsection 5.3(c) of the outstanding Commercial Paper Notes. Any
such reduction shall be in a minimum amount of $25,000,000 and integral
multiples of $1,000,000 in excess thereof and shall reduce permanently the
Maximum Aggregate Commitment then in effect and, subject to subsection 2.5(j),
any such termination or reduction shall be pro rata among the Lenders

<PAGE> 17
12

and shall be effective on the date specified in the Borrower's notice. The
reduction of the Maximum Aggregate Commitment to zero pursuant to the terms of
this subsection 2.10 shall cause the occurrence of the Expiration Date.

2.11 Conversions and Continuations. The Borrower may elect from
time to time to convert Revolving Loans, Non-Pro Rata Revolving Loans and
Non-Pro Rata Reserve Account Loans bearing interest at the Eurodollar Rate to
ABR Loans, by giving the Administrative Agent at least two Business Days' prior
irrevocable notice of such election; provided that any such conversion of
Eurodollar Loans may only be made on the last day of an Interest Period with
respect thereto. The Borrower may elect from time to time to convert Revolving
Loans or Refunding Loans bearing interest at the ABR to Revolving Loans bearing
interest at the Eurodollar Rate or convert Non-Pro Rata Revolving Loans or
Non-Pro Rata Reserve Account Loans bearing interest at the ABR to Eurodollar
Loans, in each case by giving the Administrative Agent at least three Working
Days' prior irrevocable notice of such election; provided that any such
conversion of ABR Loans may be made only on a Working Day. Upon receipt of any
such notice of conversion the Administrative Agent shall promptly notify each
Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans
may be converted as provided herein, provided that no Loans bearing interest
at the ABR may be converted into Eurodollar Loans when any Default or Event of
Default has occurred and is continuing, after giving effect to such
conversion, each Eurodollar tranche shall be equal to $10,000,000 and integral
multiples of $1,000,000 in excess thereof and no Loans bearing interest at the
ABR may be converted into Eurodollar Loans after the date that is one month
prior to the Expiration Date.

(b) Any Eurodollar Loans may be continued as such upon the expiration
of the then Interest Period with respect thereto by the Borrower giving notice
to the Administrative Agent, in accordance with the applicable provisions of
the definition of "Interest Period" set forth in Appendix A; provided that no
Eurodollar Loans may be continued at such rate when any Default or Event of
Default has occurred and is continuing; provided, further, that if the Borrower
shall fail to give any required notice as described above in this paragraph or
if such continuation is not permitted pursuant to the preceding proviso such
Loans shall be automatically converted to ABR Loans on the last day of such
then expiring Interest Period.

2.12 Prepayments. The Borrower may, at its option, on any Business
Day, prepay the Loans, in whole or in part, without premium or penalty;
provided that, in accordance with subsection 2.20, the Borrower shall reimburse
each Lender for any loss or expense incurred as a result of any prepayment of a
Eurodollar Loan on any day other than the last day of an Interest Period. The
Borrower shall give the Administrative Agent irrevocable written notice of its
intention to prepay any

<PAGE> 18
13

Loan not later than 10:00 a.m., New York City time, on the date of such
prepayment, specifying the date and amount of prepayment and whether the
prepayment is of Revolving Loans or Refunding Loans, or a combination thereof,
and, if of a combination thereof, the amount allocable to each. Upon receipt
of any such notice the Administrative Agent shall promptly notify each Lender
thereof. If any such notice is given, the amount specified in such notice
shall be due and payable on the date specified therein, together with accrued
interest to such date on the amount prepaid. Partial prepayments shall be in
an aggregate principal amount of $10,000,000 and integral multiples of
$1,000,000 in excess thereof.

(b) In the event that Credits Outstanding shall on any Settlement
Date exceed the Borrowing Base on such Settlement Date, then the Borrower,
without notice or demand, shall reduce Credits Outstanding by either setting
aside funds in the Principal Subaccount to pay maturing Commercial Paper or
immediately prepaying, in accordance with the provisions of subsection 2.15,
its Loans in an amount equal to such excess, together with interest earned to
such date on the amount prepaid; provided that any such prepayment shall be
applied first, to any outstanding Non-Pro Rata Revolving Loans and second, to
any outstanding ABR Loans; provided, further that any such prepayment shall be
made solely from funds available pursuant to subsection 5.3(a)(xiii) or
5.4(b)(i), as the case may be, of the Collateral Trust Agreement.

2.13 Interest Rates and Payment Dates. Subject to paragraph (e) of
this subsection, each Eurodollar Loan shall bear interest for each day during
each Interest Period with respect thereto, from and including the first day
thereof to but excluding the last day thereof, at a rate per annum equal to the
Eurodollar Rate determined for such day plus the Applicable Margin. Interest
on each Eurodollar Loan shall be payable in arrears on the last day of each
Interest Period applicable to such Loan or the day of any prepayment or
conversion (on the amount prepaid or converted) and at maturity and, with
respect to any Eurodollar Loan having an Interest Period of six months, on the
Settlement Date immediately succeeding the day which is three months after the
first day of the Interest Period applicable thereto; provided that interest
accruing pursuant to paragraph (c) of this subsection shall be payable on
demand.

(b) Subject to paragraph (e) of this subsection, each ABR Loan shall
bear interest at a rate per annum equal to the ABR, from and including the date
such Loan (or portion thereof) is made or converted into an ABR Loan to but
excluding the date of payment or conversion into a Eurodollar Loan; provided
that each Refunding Loan shall bear interest at a rate per annum equal to the
ABR plus 1% per annum, from and including the date such Refunding Loan is made
to but excluding the date of payment or conversion into a Revolving Loan.
Interest on each ABR Loan shall be payable monthly in arrears on each
Settlement Date, on

<PAGE> 19
14
any prepayment or conversion (on the amount prepaid or converted) and at
maturity; provided that interest accruing pursuant to paragraph (c) of this
subsection shall be payable on demand.

(c) Subject to paragraph (e) of this subsection, if an Event of
Default has occurred and is continuing, then (i) the principal amount of any
Loan and (ii) any interest payable thereon which interest has not been paid
when due (whether at the stated maturity, by acceleration or otherwise), shall
bear interest at a rate per annum which is (x) in the case of principal, the
rate that would be otherwise applicable thereto pursuant to the foregoing
provisions of this subsection plus 1% from the date of the occurrence of such
Event of Default until the earlier of the date on which such amount is paid in
full and the date on which such Event of Default is no longer continuing or (y)
in the case of overdue interest, the rate described in paragraph (b) of this
subsection plus 1% from the date of such non-payment until the date on which
such amount is paid in full (after as well as before judgment).

(d) Additional interest accruing pursuant to subsection 2.13(c) shall
be payable solely from funds made available pursuant to subsection
5.3(a)(vi)(J) or 5.3(b)(iii), as the case may be, of the Collateral Trust
Agreement.

(e) Notwithstanding the foregoing, any interest on the Loans (other
than Default Interest) that has accrued at a rate per annum in excess of the
Program Net Yield on the date such interest is payable hereunder (any such
accrued interest, "Special Interest") shall be payable solely from funds made
available pursuant to subsection 5.3(a)(vi)(B) of the Collateral Trust
Agreement, solely to the extent of any payments made by the Counterparties
under the Interest Rate Caps and deposited in the Collateral Account, and funds
made available pursuant to subsection 5.3(a)(vi)(H) or 5.3(a)(ix) of the
Collateral Trust Agreement.

2.14 Computation of Interest and Commitment Fee. Interest on
Eurodollar Loans and on ABR Loans the interest rate of which is calculated by
reference to the Federal Funds Effective Rate or the Base CD Rate shall be
calculated on the basis of a 360-day year for the actual days elapsed. Interest
on ABR Loans the interest rate of which is calculated by reference to the Prime
Rate shall be calculated on the basis of a 365- (or, 366-, as the case may be)
day year for the actual days elapsed. Commitment Fees shall be computed on
the basis of a 365- (or 366-, as the case may be) day year for the actual days
elapsed. The Administrative Agent shall promptly notify the Borrower and the
Lenders of each determination of a Eurodollar Rate. Any change in the interest
rate on any Loan resulting from a change in the ABR or the Eurocurrency Reserve
Requirements shall become effective as of the opening of business on the day on
which such change in the ABR is announced or such change in the Eurocurrency
Reserve Requirements becomes effective, as the case may be. The

<PAGE> 20
15

Administrative Agent shall promptly notify the Borrower and the Lenders of the
effective date and the amount of each such change in the interest rate. Each
determination of an interest rate by the Administrative Agent pursuant to any
provision of this Agreement shall be conclusive and binding on the Borrower and
the Lenders in the absence of manifest error. The Administrative Agent shall
promptly deliver to the Borrower a statement showing the quotations used by the
Administrative Agent in determining each interest rate pursuant to subsection
2.13(a).

(b) If any Reference Bank's Commitment shall terminate or all its
Loans are assigned for any reason whatsoever, such Reference Bank shall
thereupon cease to be a Reference Bank and, if, as a result of the foregoing,
there shall only be one Reference Bank remaining, the Borrower may, by notice
to the Administrative Agent, designate another Lender as a Reference Bank.

(c) Each Reference Bank shall use its best efforts to furnish
quotations of rates to the Administrative Agent as contemplated hereby. If any
Reference Bank shall fail to furnish quotations of rates, the rates quoted by
the remaining Reference Banks shall be used.

2.15 Pro Rata Treatment and Payments. (a) Except as otherwise provided
in subsections 2.4, 2.5 and 2.23 with respect to Non-Extending Lenders and
Downgraded Lenders and subsection 2.24 with respect to the replacement of
Lenders, each Borrowing by the Borrower from the Lenders hereunder, each
payment (including each prepayment) by the Borrower on account of the principal
of and interest on the Loans and on account of any Commitment Fee hereunder and
any reduction of the Commitments of the Lenders hereunder pursuant to a
reduction of the Maximum Aggregate Commitment shall be made pro rata according
to the Commitment Percentages of the Lenders. All payments (including
prepayments) to be made by the Borrower on account of principal, interest, fees
or otherwise shall be made without set-off or counterclaim in accordance with
subsection 5.3 of the Collateral Trust Agreement. If any payment hereunder
(other than payments on Eurodollar Loans) becomes due and payable on a day
other than a Business Day, such payment shall be extended to the next
succeeding Business Day and, with respect to payments of principal, interest
thereon shall be payable at the then applicable rate during such extension. If
any payment on a Eurodollar Loan becomes due and payable on a day other than a
Working Day, the maturity thereof shall be extended to the next succeeding
Working Day unless the result of such extension would be to extend such payment
into another calendar month, in which event such payment shall be made on the
immediately preceding Working Day.

(b) Unless the Administrative Agent shall have been notified in
writing by any Lender prior to a Borrowing Date that such Lender will not make
the amount which would constitute its

<PAGE> 21
16

share of the Borrowing on such Borrowing Date available to the Administrative
Agent, the Administrative Agent may assume that such Lender has made such
amount available to the Administrative Agent on such Borrowing Date, and the
Administrative Agent may (but it shall not be required to), in reliance upon
such assumption, make available to the Borrower or the Depositary a
corresponding amount. If such amount is made available to the Administrative
Agent on a date after such Borrowing Date, such Lender shall pay to the
Administrative Agent on demand an amount equal to the product of (i) the daily
average Federal Funds Effective Rate during such period, times (ii) such
Lender's share of such Borrowing, times (iii) a fraction the numerator of which
is the number of days that elapse from and including such Borrowing Date to the
date on which such Lender's share of such Borrowing shall have become
immediately available to the Administrative Agent and the denominator of which
is 360. If such Lender's share of such Borrowing is not in fact made available
to the Administrative Agent by such Lender within three Business Days of such
Borrowing Date, the Administrative Agent shall be entitled to recover such
amount with interest thereon at the rate per annum applicable to ABR Loans
hereunder, on demand, from the Borrower. If such Lender shall repay to the
Administrative Agent such corresponding amount, the principal portion of such
amount so repaid shall constitute such Lender's Loan included in such Borrowing
for purposes of this Agreement. Until either such Lender repays such amount
owing to the Administrative Agent or the Borrower borrows additional Loans
hereunder to repay such amount, such advance made by the Administrative Agent
shall be deemed to be a Non-Pro Rata Revolving Loan made by the Administrative
Agent for all purposes hereunder, earning interest as set forth in the third
preceding sentence.

2.16 Inability to Determine Interest Rate. In the event that, with
respect to a proposed or any outstanding Eurodollar Loan, prior to the first
day of any Interest Period (including, without limitation, the initial Interest
Period):

(a) the Administrative Agent shall have reasonably determined (which
determination shall be conclusive and binding upon the Borrower) that, by
reason of circumstances affecting the London interbank market, adequate and
reasonable means do not exist for ascertaining the Eurodollar Rate for such
Interest Period; or

(b) the Administrative Agent shall have received notice from the
Majority Lenders that the Eurodollar Rate determined or to be determined
for such Interest Period will not adequately and fairly reflect the cost to
such Lenders (as conclusively certified by such Lenders) of making or
maintaining their affected Loans during such Interest Period;

<PAGE> 22
17

then the Administrative Agent shall give telecopy or telephonic notice thereof
to the Borrower and the Lenders as soon as practicable thereafter. If such
notice is given (x) any Eurodollar Loans requested to be made on the first day
of such Interest Period shall be made as ABR Loans, (y) any Loans that were to
have been converted to or continued as Eurodollar Loans on the first day of
such Interest Period shall be converted to or continued as ABR Loans and (z)
any outstanding Eurodollar Loans shall be converted, on the first day of such
Interest Period, to ABR Loans. Until such notice has been withdrawn by the
Administrative Agent (which shall be without delay and as soon as practical),
no further Eurodollar Loans shall be made or continued as such, nor shall the
Borrower have the right to convert ABR Loans to Eurodollar Loans.

2.17 Illegality. Notwithstanding any other provision herein, if, on
or after November 7, 1994, the adoption of any applicable law, rule or
regulation, or any change in any applicable law, rule or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Lender (or its Eurodollar Lending
Office) with any request or directive (whether or not having the force of law)
of any such authority, central bank or comparable agency shall make it unlawful
or impossible for any Lender (or its Eurodollar Lending Office) to make,
maintain or fund its Eurodollar Loans and such Lender shall so notify the
Administrative Agent, the Administrative Agent shall forthwith give notice
thereof to the other Lenders, the Borrower and the Administrator, whereupon the
obligation of such Lender to make Eurodollar Loans shall be suspended until
such Lender notifies the Borrower, the Administrator and the Administrative
Agent that the circumstances giving rise to such suspension no longer exist.
Before giving any notice to the Administrative Agent pursuant to this
subsection 2.17, such Lender shall designate a different Eurodollar Lending
Office if such designation will avoid the need for giving such notice and will
not, in the judgment of such Lender, be otherwise disadvantageous to such
Lender. If such Lender shall determine that it may not lawfully continue to
maintain and fund any of its outstanding Eurodollar Loans to the last days of
the then current Interest Rate Periods with respect to such Eurodollar Loans
and shall so specify in such notice, such Eurodollar Loans shall be immediately
and automatically converted to ABR Loans.

2.18 Requirements of Law. If, on or after (x) November 7, 1994,
the adoption of any applicable law, rule or regulation, or any change in any
applicable law, rule or regulation, or any change in the interpretation or
administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof, or
compliance by any Lender (or its Applicable Lending Office) with any request or
directive (whether or not having the force of law) of any such authority,
central bank or comparable agency:

<PAGE> 23
18

(i) shall subject any Lender (or its Applicable Lending Office) to
any tax, duty or other charge with respect to its Loans or its obligation
to make Loans, or shall change the basis of taxation of payments to any
Lender (or its Applicable Lending Office) of the principal of or interest
on its Loans or any other amounts due under this Agreement in respect of
its Loans or its obligation to make Loans (except for changes in the rate
of tax on the overall net income of such Lender or its Applicable Lending
Office imposed by the jurisdiction in which such Lender's principal
executive office or Applicable Lending Office is located); or

(ii) shall impose, modify or deem applicable any reserve, special
deposit, deposit insurance assessment or similar requirement (including,
without limitation, any such requirement imposed by the Board of Governors
of the Federal Reserve System including, with respect to any Eurodollar
Loan, any Eurocurrency Reserve Requirements, but excluding with respect to
any ABR Loan the interest rate of which is calculated based on the Base CD
Rate any such requirement included in the applicable CD Reserve Percentage
or the CD Assessment Rate) against assets of, deposits with or for the
account of, or credit extended by, any Lender (or its Applicable Lending
Office) or shall impose on any Lender (or its Applicable Lending Office) or
on the United States market for certificates of deposit or the London
interbank market any other condition affecting its Loans or its obligation
to make Loans;

and if such Lender determines that the result of any of the foregoing is to
increase the cost to such Lender (or its Applicable Lending Office) of making
or maintaining any Loan, or to reduce the amount of any sum received or
receivable by such Lender (or its Applicable Lending Office) under this
Agreement by an amount deemed by such Lender to be material, then such Lender
may calculate the additional amount or amounts which will compensate such
Lender for such increased cost or reduction and deliver to the Borrower (with a
copy to the Administrative Agent) a request for payment thereof accompanied by
a statement setting forth the basis for calculating the amount requested (which
may include any reasonable averaging and attribution methods). The Borrower
shall pay the amount so requested to the Administrative Agent on behalf of such
Lender in accordance with subsection 2.18(d).

(b) If any Lender shall determine that, on or after November 7, 1994,
the adoption of any applicable law, guideline, rule or regulation regarding
capital adequacy, or any change in any applicable law, guideline, rule or
regulation regarding capital adequacy, or any change or clarification in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any

<PAGE> 24
19

Lender (or its Applicable Lending Office) with any request or directive
regarding capital adequacy (whether or not having the force of law) of any such
authority, central bank or comparable agency, has or would have the effect of
reducing the rate of return on such Lender's or its Parent's capital as a
consequence of such Lender's Available Commitment to make Loans under this
Agreement to a level below that which such Lender (or its Parent) could have
achieved but for such adoption, change or compliance (taking into consideration
its policies with respect to capital adequacy) by an amount deemed by such
Lender to be material, then such Lender may calculate the additional amount or
amounts which will compensate such Lender (or its Parent) for such reduction
and deliver to the Borrower (with a copy to the Administrative Agent) from time
to time a request for payment thereof accompanied by a statement setting forth
the basis for calculating the amount so requested (which may include any
reasonable averaging and attribution methods). The Borrower shall pay such
amount so requested to the Administrative Agent on behalf of such Lender in
accordance with subsection 2.18(d).

(c) Each Lender will promptly notify the Borrower and the
Administrative Agent of any event of which it has knowledge, occurring on or
after November 7, 1994, which will entitle such Lender to compensation pursuant
to this subsection 2.18 and will designate a different Applicable Lending
Office if such designation will avoid the need for, or reduce the amount of,
such compensation and will not, in the judgment of such Lender, be otherwise
disadvantageous to such Lender. A certificate as to any additional amounts
payable pursuant to this subsection submitted by such Lender (with a copy to
the Administrative Agent) to the Borrower shall be conclusive in the absence of
manifest error. Any dispute between the Borrower and a Lender with respect to
a request for compensation under this subsection 2.18 shall be settled by the
Borrower directly with such Lender.

(d) The obligation of the Borrower to make any payment pursuant to
this subsection 2.18 shall be payable solely from amounts available therefor
pursuant to Section 5.3(a)(vi)(K) or 5.3(b)(iii), as the case may be, of the
Collateral Trust Agreement. The Administrator may, in its sole discretion, pay
amounts payable by the Borrower pursuant to this subsection 2.18.

2.19 Withholding Tax Exemption. At least five Business Days before
the first date on which interest or fees are payable under this Agreement for
the account of any Lender, each Lender that is not incorporated under the laws
of the United States of America or a state thereof agrees that it will deliver
to each of the Borrower and the Administrative Agent two duly completed copies
of United States Internal Revenue Service Form 1001 or 4224, certifying in
either case that such Lender is entitled to receive payments under this
Agreement without deduction or withholding of any United States federal income
taxes. Each Lender which so delivers a Form 1001 or 4224 further undertakes to
deliver to each of the Borrower and the

<PAGE> 25
20

Administrative Agent two additional copies of such form (or successor form) on
or before the date that such form expires or becomes obsolete or after the
occurrence of any event requiring a change in the most recent form so delivered
by it, and such amendments thereto or extensions or renewals thereof as may
reasonably requested by the Borrower or the Administrative Agent, in each case
certifying that such Lender is entitled to receive payments under this
Agreement without deduction or withholding of any United States federal income
taxes, unless an event (including without limitation any change in treaty, law
or regulation) has occurred prior to the date on which any such delivery would
otherwise be required which renders all such forms inapplicable or which would
prevent such Lender from duly completing and delivering any such form with
respect to it and such Lender advises the Borrower and the Administrative Agent
that it is not capable of receiving such payments without any deduction or
withholding of United States federal income tax.

2.20 Indemnity. The Borrower agrees to indemnify each Lender and
to hold each Lender harmless from any loss or expense which such Lender may
sustain or incur as a consequence of (a) default by the Borrower in payment
when due of the principal amount of or interest on any Eurodollar Loan, (b)
default by the Borrower in making a Borrowing of any Eurodollar Loan or
conversion into or continuation of any Eurodollar Loan after the Borrower has
given a notice requesting the same in accordance with the provisions of this
Agreement, (c) default by the Borrower in making any prepayment after the
Borrower has given a notice thereof in accordance with the provisions of this
Agreement or (d) the making of a prepayment of Eurodollar Loans on a day which
is not the last day of an Interest Period with respect thereto, including,
without limitation, in each case, any such loss (including, without limitation,
loss of margin) or expense arising from the reemployment of funds obtained by
it or from fees payable to terminate the deposits from which such funds were
obtained. Such indemnification shall equal the excess, if any, of (i) the
amount of interest which would have accrued on the amount so prepaid, or not so
borrowed, converted or continued, for the period from the date of such
prepayment or of such failure to borrow, convert or continue to the last day of
such Interest Period (or, in the case of a failure to borrow, convert or
continue, the Interest Period that would have commenced on the date of such
failure) in each case at the applicable rate of interest for such Loans
provided for herein (excluding, however, the Applicable Margin included
therein, if any) over (ii) the amount of interest (as reasonably determined by
such Lender) which would have accrued to such Lender on such amount by placing
such amount on deposit for a comparable period with leading banks in the
interbank eurodollar market. This covenant shall survive the termination of
this Agreement and the payment of all amounts payable hereunder.

(b) The obligation of the Borrower to make any payment pursuant to
this subsection 2.20 shall be payable solely from

<PAGE> 26
21

amounts available therefor pursuant to Section 5.3(a)(vi)(K) or 5.3(b)(iii), as
the case may be, of the Collateral Trust Agreement. The Administrator may, in
its sole discretion, pay amounts payable by the Borrower pursuant to this
subsection 2.20.

2.21 Securities Law and other Indemnification. Subject to
subsection 2.21(f), the Borrower agrees to pay, indemnify and hold harmless the
Administrative Agent, each Lender and the Collateral Trustee and each of the
officers and directors of, and any Person controlling, any of the
Administrative Agent, the Lenders and the Collateral Trustee from and against
any and all losses, claims, damages and liabilities, to which the
Administrative Agent, the Collateral Trustee or such Lender may become subject
under the Securities Act, the Securities Exchange Act of 1934, as amended, or
other federal, state, or foreign securities laws or regulations caused by any
untrue statement or alleged untrue statement of a material fact contained in
any Commercial Paper Memorandum or any other offering document or other
materials provided to (and authorized by the Borrower to be provided to)
investors or prospective investors in connection with the offering and sale of
the Commercial Paper and any amendments thereof or supplements thereto (so
authorized as aforesaid) (collectively, the "Offering Materials"), or caused by
any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein, in light of the
circumstances under which they are made, not misleading; except insofar as such
losses, claims, damages, liabilities, costs or expenses are caused by any such
untrue statement or omission or alleged untrue statement or omission in
reliance upon and in conformity with information furnished in writing to the
Borrower by the Administrative Agent, any Lender or the Collateral Trustee
expressly for use therein.

(b) The Administrative Agent, each Lender and the Collateral Trustee
agree to indemnify and hold harmless each of the Borrower and the
Administrator, each of the trustees of, each of the officers and directors of,
and any Person controlling the Borrower or the Administrator to the same extent
as the foregoing indemnity from the Borrower to the Administrative Agent, such
Lender and the Collateral Trustee, but, in each case, only with reference to
information relating to the Administrative Agent, such Lender or the Collateral
Trustee, as the case may be, furnished in writing by such Person directly
expressly for use in the Offering Materials.

(c) In case any proceeding (including any governmental investigation)
shall be instituted involving any Person in respect of which indemnity may be
sought pursuant to either of the two preceding paragraphs, such Person (the
"indemnified party") shall promptly notify the Person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the

<PAGE> 27
22
indemnifying party may designate in such proceeding and shall pay the
reasonable fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain
its own counsel, but the fees and expenses of such counsel shall be at the
expense of such indemnified party unless (i) the indemnifying party and the
indemnified party shall have mutually agreed to the retention of such counsel
or (ii) the named parties to any such proceeding (including any impleaded
parties) include both the indemnifying party and the indemnified party and
representation of both parties by the same counsel would be inappropriate due
to actual or potential differing interests between them. It is understood that
the indemnifying party shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the reasonable fees and
expenses of more than one separate firm for all such indemnified parties
(excluding local counsel). Such firm shall be designated in writing by the
Administrative Agent, the Lender or the Collateral Trustee, as the case may be,
in the case of parties indemnified pursuant to paragraph (b) of this subsection
2.21 and by the Borrower in the case of parties indemnified pursuant to
paragraph (a) of this subsection 2.21. The indemnifying party shall not be
liable for any settlement of any proceeding effected without its written
consent but if settled with such consent or if there be a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or
judgment.

(d) If the indemnification provided for in this subsection 2.21 is
unavailable to an indemnified party under paragraph (a) or (b) of this
subsection 2.21 or is insufficient in respect of any losses, claims, damages or
liabilities referred to therein, then the indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages
or liabilities in such proportion as is appropriate to reflect not only the
relative benefits but also the relative fault of the Borrower on the one hand
and of the Administrative Agent, the Lenders or the Collateral Trustee, as the
case may be, on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative fault of the Borrower on the
one hand and of the Administrative Agent, the Lenders or the Collateral
Trustee, as the case may be, on the other shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Borrower or by the Administrative Agent,
the Lenders or the Collateral Trustee, as the case may be, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Borrower and the Administrative Agent,
the Lenders or the Collateral Trustee, as the case may be, agree that

<PAGE> 28
23

it would not be just and equitable if contribution pursuant to this subsection
2.21 were determined by pro rata allocation or by any other method of
allocation which does not take account of the considerations referred to in the
immediately preceding sentence. The amount paid or payable by an indemnified
party as a result of the losses, claims, damages and liabilities referred to in
the immediately preceding sentence shall be deemed to include, subject to the
limitations set forth above, any reasonable legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of this
subsection 2.21, the Administrative Agent, the Lenders or the Collateral
Trustee, as the case may be, shall not be required to contribute any amount in
excess of the amount by which the total price at which the Commercial Paper was
offered to the public exceeds the amount of any damages which the
Administrative Agent, the Lenders or the Collateral Trustee, as the case may
be, have otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. If any of the Administrative
Agent, the Lenders or the Collateral Trustee is obligated to indemnify or
contribute pursuant to this subsection 2.21, such obligations shall be several
and not joint. No party shall be required to contribute any amount in respect
of the settlement of any proceeding effected without its written consent.

(e) The indemnity and contribution agreements contained in this
subsection 2.21 and the representations and warranties of the Borrower in this
Agreement shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by the
Administrative Agent, any Lender or the Collateral Trustee or on behalf of the
Administrative Agent, any Lender or the Collateral Trustee or any Person
controlling the Administrative Agent, any Lender or the Collateral Trustee, as
the case may be, or by or on behalf of the Borrower, its directors or officers
or any Person controlling the Borrower, and (iii) acceptance of any payment for
any of the Commercial Paper.

(f) Pursuant to subsection 2.5(a)(vii) of the Administration
Agreement, the Administrator shall be the sole source of funds with which to
pay any amounts payable by the Borrower pursuant to this subsection 2.21.

2.22 Proceeds; Application of Funds. The proceeds of Commercial
Paper shall be used by the Borrower only to (i) acquire Receivables, (ii) pay
for the Trust Wholesale Certificate and make Wholesale Certificate Advances,
(iii) make the Financing Loan pursuant to the Financing Loan and Security
Agreement, (iv) pay matured Commercial Paper (including Advances made by the
Depositary or the Administrator), including interest thereon, (v)

<PAGE> 29
24

pay Loans, including interest thereon, (vi) pay Commitment Fees, (vii)
reimburse the Administrative Agent for amounts advanced by the Administrative
Agent pursuant to subsection 2.15(b), (viii) pay Servicing Fees, (ix) fund any
deficit in the Spread Account, (x) pay interest in respect of the outstanding
Trust Certificates and (xi) otherwise as described in subsection 5.3 of the
Collateral Trust Agreement.

(b) The proceeds of Revolving Loans shall be used by the Borrower
only to (i) acquire Receivables, (ii) pay for the Trust Wholesale Certificate
and make Wholesale Certificate Advances, (iii) make the Financing Loan pursuant
to the Financing Loan and Security Agreement, (iv) pay matured Commercial Paper
(including Advances made by the Depositary or the Administrator), including
interest thereon, (v) pay interest on Loans, (vi) pay Commitment Fees, (vii)
reimburse the Administrative Agent for amounts advanced by the Administrative
Agent pursuant to subsection 2.15(b), (viii) pay Servicing Fees, (ix) fund any
deficit in the Spread Account, (x) pay interest in respect of the outstanding
Trust Certificates and (xi) otherwise as described in subsection 5.3 of the
Collateral Trust Agreement.

(c) The proceeds of Non-Pro Rata Revolving Loans shall be used by the
Borrower solely to pay maturing Commercial Paper, including interest thereon.
The proceeds of Non-Pro Rata Reserve Account Loans shall be deposited in the
Reserve Account and applied as set forth in subsection 2.5.

(d) The proceeds of Refunding Loans shall be used by the Borrower
only to pay maturing Commercial Paper, including interest thereon.

(e) The Borrower and the Administrative Agent agree that whenever any
provision of any Basic Document (including, without limitation, the provisions
of subsection 5.3(a)(xiii)(C) of the Collateral Trust Agreement) provides for
the application of funds in reduction of the Loans such funds shall be applied,
first, to any outstanding Non-Pro Rata Revolving Loans, second, to any
outstanding ABR Loans, third, to any Eurodollar Loans maturing on the date of
such payment and, fourth, as a prepayment of other Eurodollar Loans
outstanding, the allocation among such Loans to be as the Borrower shall
determine.

2.23 Extensions of Expiration Date and Expiry Dates. Subject to
paragraph (b) of this subsection and other provisions of this Agreement
permitting earlier termination, the Commitments shall terminate on the
Expiration Date.

(b) If the Borrower desires to extend the Expiration Date, then the
Borrower shall notify the Administrative Agent at least 195 days prior to the
Expiration Date of its desire to extend the Expiration Date for a period of at
least 364 days, whereupon the Administrative Agent shall notify each Lender of
the Borrower's desire to so extend the Expiration Date. Each

<PAGE> 30
25

Lender shall use its reasonable best efforts to notify the Administrative Agent
whether it agrees to such extension within 45 days after receipt of any such
request; provided that failure by a Lender to respond to such request shall not
be construed as a consent by such Lender to such extension. The decision to
extend or not extend shall be made by each Lender in its sole discretion. Each
consent by a Lender to an extension shall be in writing signed by such Lender.
The Administrative Agent shall periodically notify the Borrower in writing of
the decision of each Lender, which notice shall separately set forth the name
and the Commitment of each Lender which shall have decided to extend or not to
extend its Expiry Date to the requested Expiration Date. If the Majority
Lenders agree to an extension, the Expiration Date shall be extended, and the
Expiry Date of each Lender which agrees to extend its Expiry Date shall be
extended for the period set forth in the foregoing notice. No Downgraded
Lender shall be permitted to extend its Expiry Date. In the event that any
Lender desires to extend its Expiry Date for a commitment amount that is less
than the amount of its Commitment prior to the Borrower's request for an
extension of the Expiration Date, the Borrower, in its sole discretion, may
accept such extension; provided, however, that such Lender (x) shall be deemed
to be a Non-Extending Lender for purposes of Section 2.24 and (y) for purposes
of Section 2.4 shall be deemed to be both (i) a Non-Extending Lender with a
Commitment equal to the portion of its Commitment that will not be available
after the extension of its Expiry Date and (ii) an Extending Lender with a
Commitment equal to the portion of its Commitment that will be available after
the extension of its Expiry Date. The Maximum Aggregate Commitment shall be
reduced by the Commitment of each Non-Extending Lender on the Expiry Date of
such Non-Extending Lender (or, in the case of a Lender described in the
immediately preceding sentence, the portion that will not be available after
such extension). The Borrower shall provide notice to the Rating Agencies of
each decision by a Lender not to extend its Expiry Date to the requested
Expiration Date and of the extension of the Expiration Date.

2.24 Replacement of a Lender. In the event that (i) a Lender becomes
a Downgraded Lender, (ii) a Lender becomes a Non- Extending Lender, (iii) a
Lender requests compensation pursuant to subsection 2.18 or (iv) a Lender's
obligation to make Eurodollar Loans has been suspended pursuant to subsection
2.17, the Borrower shall have the right to replace such Lender, in whole or in
part, with a Person which would be an Eligible Assignee by giving five Business
Days' prior written notice to the Administrative Agent and such Lender,
specifying the date on which all or a portion of such Lender's rights and
obligations hereunder shall be terminated; provided, however, that, in the case
of clause (ii) hereof, the Borrower covenants and agrees to use its reasonable
efforts (without the expenditure of money for the sole purpose of inducing such
replacement) to find a bank or other financial institution (a "replacement
bank") that would be an Eligible Assignee hereunder to replace any such
Non-Extending

<PAGE> 31
26

Lender. In the event of the replacement of a Lender, such Lender agrees to
assign its rights and obligations hereunder (or a portion thereof, as the case
may be) to a replacement bank selected by the Borrower upon payment by such
replacement bank to such Lender of the principal amount of such Lender's
outstanding Loans (including any Non-Pro Rata Reserve Account Loans) and any
accrued and unpaid interest thereon, accrued Commitment Fee and any other
amounts owed to such Lender (or, in each case, the pro rata portion thereof
being acquired by the replacement bank) and to execute and deliver an
Assignment and Acceptance evidencing such assignment; and provided, further,
that no Commitment shall be terminated pursuant to this subsection to the
extent that, after giving effect to such termination, the Commitments of the
remaining Lenders would be less than the sum of (a) the Credits Outstanding on
such day and (b) the Interest Component of all Commercial Paper Notes
outstanding on such day. Prior to adding any replacement bank as a Lender
under this subsection, the replacement bank shall have (i) paid to the
Administrative Agent an administrative fee for processing such replacement in
the amount of $3,500, if such replacement bank was not a Lender prior to such
addition, and (ii) delivered to the Rating Agencies such opinions of counsel as
may be required by the Rating Agencies as to the enforceability of this
Agreement against such bank.

SECTION 3. ISSUANCE OF COMMERCIAL PAPER

The Borrower shall not issue or deliver any Commercial Paper Notes
except in accordance with the following provisions:

(a) Each Commercial Paper Note shall be in the form of Exhibit A or
B to the Depositary Agreement and be completed in accordance with this
Agreement and the Depositary Agreement, be dated the date of issuance
thereof, be payable to the order of a named payee or bearer, (iv) have a
maturity date that is a Business Day and that is not later than the fifth
Business Day prior to the Expiration Date in effect on the date of issuance
thereof, (v) have a maturity date of no more than 180 days after the date
of issuance thereof, (vi) be in a face amount of $100,000 or an integral
multiple of $1,000 in excess thereof and (vii) during any Option 2 Period,
accrue interest (or accrete discount) at a rate per annum equal to or less
than the Trip Required Net Yield on the date of issuance thereof.

(b) Such issuance and delivery of Commercial Paper Notes shall be as
provided in, and in accordance with, the Depositary Agreement.

(c) On or prior to the date of such issuance or delivery, neither the
Administrator nor the Depositary shall have received notice from the
Administrative Agent not to issue or deliver Commercial Paper Notes because
(i) the applicable conditions precedent specified in subsection 5.3

<PAGE> 32
27

shall have not been satisfied, (ii) the Commitments shall have been
terminated in whole for any reason in accordance herewith or (iii) the
issuance of Commercial Paper Notes is prohibited by the provisions of
paragraph (e) below, which notice shall specify one or more of the events
described in clauses (i) through (iii) above as being the reason(s) to
cease issuing and delivering Commercial Paper Notes.

(d) On or prior to the date of such issuance or delivery, the
Borrower shall not have actual knowledge that there shall have occurred one
or more of the events described in clauses (i) through (iii) in paragraph
(c) above, unless the Borrower shall have notified the Administrative Agent
and the Rating Agencies of the occurrence of such event and the Required
Lenders shall have given their consent in writing to the Depositary to
continue issuing and delivering Commercial Paper Notes.

(e) On or prior to the date of such issuance or delivery (i) an
injunction suspending the issuance of the Commercial Paper Notes shall not
be in effect or proceedings therefor shall not have been initiated by the
Securities and Exchange Commission and be pending, (ii) neither the
Borrower, the Lenders nor any other Person shall have been found in a
judicial or administrative proceeding to have violated the Securities Act
in connection with the issuance of the Commercial Paper Notes and (iii)
neither the Borrower, the Lenders nor any other Person shall have offered,
issued or sold to or solicited any offer to acquire any of the Commercial
Paper Notes or any part thereof or any similar security from anyone so as
to bring the issuance and sale of the Commercial Paper Notes within the
registration and prospectus delivery requirements of Section 5 of the
Securities Act.

(f) Prior to the date of the initial issuance of Commercial Paper
Notes, each Lender and the Collateral Trustee shall have received a copy of
the Commercial Paper Memorandum and any other offering materials which
describe a Lender proposed to be used in connection with the offering,
issuance, sale or delivery thereof.

SECTION 4. REPRESENTATIONS AND WARRANTIES

To induce the Lenders to enter into this Agreement and to make the
Loans, the Borrower hereby represents and warrants to the Administrative Agent
and each Lender that:

4.1 Trust Existence; Compliance With Law. The Borrower (a) is a
statutory business trust duly formed, validly existing and in good standing
under the laws of the State of Delaware, (b) has the power and authority, and
the legal right, to own its assets and to transact the business in which it is

<PAGE> 33
28

engaged, (c) is duly qualified to do business and is in good standing under the
laws of each jurisdiction where its ownership or lease of property or the
conduct of its business requires such qualification and (d) is in compliance
with all Requirements of Law, except in the case of (c) and (d) to the extent
that the failure to comply therewith would not reasonably be expected to, in
the aggregate, have a Material Adverse Effect with respect to it.

4.2 Power; Authorization; Enforceable Obligations. The Borrower has
the power and authority, and the legal right, to execute, deliver and perform
the Basic Documents to which it is a party and to borrow hereunder and has
taken all necessary action required by applicable Requirements of Law and the
Trust Agreement to authorize the Borrowings on the terms and conditions of this
Agreement and to authorize the execution, delivery and performance of the other
Basic Documents to which it is a party. Except to the extent expressly
contemplated herein, no consent or authorization of, filing with, or other act
by or in respect of, any Governmental Authority or any other Person (including,
without limitation, equity holders or creditors of the Borrower) is required in
connection with the Borrowings hereunder or with the execution, delivery,
performance, validity or enforceability by or against the Borrower of the Basic
Documents to which it is a party. This Agreement has been, and each other
Basic Document to which it is a party will be, duly executed and delivered on
behalf of the Borrower. This Agreement constitutes, and each other Basic
Document to which it is a party, when executed and delivered, will constitute,
a legal, valid and binding obligation of the Borrower enforceable against the
Borrower in accordance with its terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting the enforcement of creditors' rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity or
at law).

4.3 No Legal Bar. The execution, delivery and performance of the
Basic Documents to which it is a party, the Borrowings hereunder and use of the
proceeds thereof will not violate any Requirement of Law or Contractual
Obligation of the Borrower and will not result in, or require, the creation or
imposition of any Lien on any of its property, assets or revenues pursuant to
any such Requirement of Law or Contractual Obligation other than the Liens
contemplated by the Collateral Trust Agreement and the Depositary Agreement.

4.4 No Material Litigation. No litigation or proceeding, or to the
knowledge of the Borrower, investigation of or before any arbitrator or
Governmental Authority is pending or, to the knowledge of the Borrower,
threatened by or against the Borrower or against any of its properties or
revenues (a) with respect to any of the Basic Documents or any of the
transactions contemplated thereby or (b) which would reasonably be expected to
have a Material Adverse Effect with respect to the Borrower.

<PAGE> 34
29

4.5 No Default. The Borrower is not in default under or with respect
to any of its Contractual Obligations which would reasonably be expected to
have a Material Adverse Effect with respect to it. No Default or Event of
Default has occurred and is continuing.

4.6 Security Interest. No Lien exists upon any of the Borrower's
property, assets or revenues, except for Permitted Liens and Liens created
pursuant to the Collateral Trust Agreement and the Depositary Agreement; the
Borrower is and will be the lawful owner of, and has and will have good title
to, all Collateral and, at the date of each deposit thereof, Deposited Funds
with respect to the Collateral Account, in each case free and clear of all
Liens except for Permitted Liens and the lien and security interest granted
pursuant to the Collateral Trust Agreement and the Depositary Agreement.

4.7 Taxes. The Borrower has filed or caused to be filed all tax
returns which are required to be filed by the Borrower and has paid all taxes
shown to be due and payable on said returns or on any assessments made against
it or any of its property and all other taxes, fees or other charges imposed on
it or any of its property by any Governmental Authority (other than any the
amount or validity of which is currently being contested in good faith by
appropriate proceedings and with respect to which reserves in conformity with
GAAP have been provided on the books of the Borrower); no tax Lien has been
filed and, to the knowledge of the Borrower, no claim is being asserted, with
respect to any such tax, fee or other charge.

4.8 Federal Regulations. No part of the proceeds of any Loans or the
sale of any Commercial Paper will be used for "purchasing" or "carrying" any
"margin stock" within the respective meanings of each of the quoted terms under
Regulation U or for any purpose which violates the provisions of the
Regulations of the Board. The Borrower is not engaged, principally or as one
of its important primary activities, in the business of extending credit for
the purpose of purchasing or carrying any margin stock. If requested by any
Lender or the Administrative Agent, the Borrower will furnish to the
Administrative Agent and each Lender a statement to the foregoing effect in
conformity with the requirements of FR Form U-1 referred to in Regulation U.

4.9 ERISA. No Plan is maintained or participated in by the Borrower,
and neither the Borrower nor any Commonly Controlled Entity of the Borrower has
any liability to PBGC under ERISA.

4.10 Securities Laws. The Borrower is not an "investment company",
or a company "controlled" by an "investment company", within the meaning of the
Investment Company Act of 1940, as amended. It is not necessary in connection
with the offer, sale and delivery of the Commercial Paper Notes in the

<PAGE> 35
30

manner contemplated in the Commercial Paper Dealer Agreements to register the
Commercial Paper Notes under the Securities Act. The Collateral Trust
Agreement is not required to be qualified under the Trust Indenture Act of
1939, as amended, and the creation of the Lien in favor of the Secured Parties
under the Collateral Trust Agreement does not require an indenture to be
qualified under the Trust Indenture Act of 1939, as amended.

4.11 Ownership of Equity Securities. Other than the Trust Wholesale
Certificate, the Borrower owns no Equity Securities of, or other interest in,
any Person.

4.12 Collateral Trust Agreement. The Collateral Trust Agreement,
together with the filing of the UCC-1 provided for in subsection 5.2(m), is
effective to create in favor of the Collateral Trustee for the benefit of the
Secured Parties a valid first priority perfected security interest in the
Collateral, to the extent that it constitutes UCC Collateral, and is
enforceable as such against creditors of and purchasers from the Borrower,
except to the extent enforceability of such Lien may be limited by applicable
bankruptcy, insolvency, moratorium or other similar laws affecting creditors'
rights generally, and the Collateral is free and clear of all other Liens other
than Permitted Liens.

4.13 Financial Condition of the Borrower. The Borrower is solvent
and is not the subject of any proceeding of the type described in subsection
8(e).

SECTION 5. CONDITIONS PRECEDENT

5.1 Conditions to Effectiveness. This Agreement shall become
effective on the date (the "Effective Date") on which the Administrative Agent
shall have received (i) this Agreement, duly executed on behalf of the Trust by
the Owner Trustee acting through a duly authorized officer of the Owner Trustee
and executed by the Administrative Agent, (ii) an Addendum executed by each
Lender and (iii) for its own account and the account of the Lenders the
participation fees set forth on Schedule II.

5.2 Conditions Precedent to Initial Credit Utilization. The Borrower
shall have the right to make its initial Credit Utilization on or after the
first day after the Effective Date on which all of the following conditions
precedent have been satisfied (or waived in accordance with the terms thereof):

(a) Collateral Trust Agreement. The Administrative Agent shall have
received, with a copy for each Lender, the Collateral Trust Agreement, duly
executed by the Collateral Trustee and on behalf of the Borrower by the
Owner Trustee.

(b) Other Basic Documents. The Administrative Agent shall have
received, with a copy for each Lender, each of

<PAGE> 36
31

the Administration Agreement, the Trust Agreement, the Financing Loan
and Security Agreement, the Trust Servicing Agreement, the Trip Servicing
Agreement, the Receivables Purchase Agreement and the Retail Receivables
Purchase Agreement, in each case, substantially in the form attached hereto
as an exhibit, duly executed and delivered by the parties thereto.

(c) Legal Opinions. The Administrative Agent shall have received,
with a copy for each Lender, the following executed legal opinions, in form
and substance satisfactory to the Administrative Agent,

(A) the executed legal opinion[s] of (1) Kirkland & Ellis,
special counsel to the Borrower and the Administrator, substantially
to the effect set forth in Exhibits L-1 through L-4, (2) Richards
Layton & Finger, special Delaware counsel to the Borrower,
substantially to the effect set forth in Exhibit M and (3) William W.
Jones, Esq., General Counsel of NFC, substantially to the effect set
forth in Exhibit N;

(B) the executed legal opinion of Pryor, Cashman, Sherman &
Flynn, counsel to the Owner Trustee, substantially to the effect set
forth in Exhibit O; and

(C) the executed legal opinion of White & Case, counsel to
the Collateral Trustee, substantially to the effect set forth in
Exhibit P.

(ii) The Borrower shall have received, with a copy for the
Administrative Agent, the following executed legal opinions, in form and
substance satisfactory to the Administrative Agent:

(A) the executed legal opinion of Simpson Thacher & Bartlett,
special New York counsel to the Lenders, substantially to the effect
set forth in Exhibit Q; and

(B) the executed legal opinion of counsel to each Lender
which is not a national bank or New York bank (which counsel shall be
satisfactory to each of the Rating Agencies), substantially to the
effect set forth in Exhibit R and, if such Lender is a branch of a
Person organized under the laws of a jurisdiction other than the
United States of America or any State thereof, substantially to the
effect set forth in Exhibit S.

(d) Trust Documents. The Administrative Agent shall have received,
with a copy for each Lender, a true and complete copy of the certificate of
trust of the Borrower, certified as a true and correct copy thereof by the
Secretary or an Assistant Secretary of the Administrator.

<PAGE> 37
32

(e) Trust Certificates. Trust Certificates having an Aggregate OTC
Amount at least equal to the Required OTC Amount shall have been issued.

(f) Incumbency Certificate. The Administrative Agent shall have
received, with a copy for each Lender, a certificate as to the incumbency
and signature of the officers or other employees of the Owner Trustee
authorized to sign the Basic Documents for the Owner Trustee on behalf of
the Borrower and any certificate or other document to be delivered pursuant
thereto, together with evidence of the incumbency of such Secretary or
Assistant Secretary, certified by the Secretary or Assistant Secretary of
the Owner Trustee.

(g) Administrator Corporate Proceedings. The Administrative Agent
shall have received a copy of the resolutions of the Board of Directors of
the Administrator authorizing the execution, delivery and performance of
the Administration Agreement and the other Basic Documents to which it is a
party, certified by the Secretary or an Assistant Secretary of the
Administrator, which certificate shall state that the resolutions thereby
certified have not been amended, modified, revoked or rescinded.

(h) Administrator Corporate Documents. The Administrative Agent
shall have received, with a copy for each Lender, true and complete copies
of the certificate of incorporation and by-laws of the Administrator,
certified as complete and correct copies thereof by the Secretary or an
Assistant Secretary of the Administrator, and a good standing certificate
from the Secretary of State of Delaware.

(i) Administrator Incumbency Certificate. The Administrative Agent
shall have received a certificate, with a copy for each Lender, as to the
incumbency and signature of the officers or other employees of the
Administrator authorized to sign the Administration Agreement and the other
Basic Documents to which it is a party and any certificate or other
document to be delivered pursuant thereto, together with evidence of the
incumbency of such Secretary or Assistant Secretary, certified by the
Secretary or Assistant Secretary of the Administrator.

(j) No Default, Event of Default or Administrator Default. The
Administrative Agent shall have received a certificate of a Responsible
Officer of the Administrator to the effect that no Default, Event of
Default or Administrator Default has occurred and is continuing on the date
of the initial Credit Utilization nor will any Default, Event of Default or
Administrator Default result from the consummation of the initial Credit
Utilization on such date.

<PAGE> 38
33

(k) Representations and Warranties. The Administrative Agent shall
have received a certificate of a Responsible Officer of the Administrator
to the effect that all representations and warranties of (i) the Borrower
contained in this Agreement and in the other Basic Documents to which it is
a party, (ii) NFC contained in the Administration Agreement and in the
other Basic Documents to which it is a party and (iii) Trip contained in
the Finance Loan and Security Agreements and in the other Basic Documents
to which it is a party are true and correct in all material respects and
with the same force and effect as though such representations and
warranties had been made as of the date of the initial Credit Utilization.

(l) Deposit Accounts. The Administrative Agent shall have received a
certificate of a Responsible Officer of the Administrator to the effect
that the Commercial Paper Account, the Non-Pro Rata Funding Account, the
Reserve Account, the Spread Account, and the Collateral Account have been
established.

(m) UCC Filing. The Administrative Agent shall have received a
certificate of a Responsible Officer of the Administrator to the effect
that a UCC-1, naming the Collateral Trustee as the secured party and
covering the Collateral, has been submitted for filing with the Secretary
of State of Delaware and copies of such UCC-1 (and any schedules thereto)
shall be attached to such certificate.

(n) Termination of Commitments with Trip. The Administrative Agent
shall have received a certificate of a Responsible Officer of the
Administrator to the effect that the commitments of all of the lenders
under the Trip 1993 Purchase Agreement shall have been terminated.

(o) Other Conditions. The conditions specified in subsections 4.1(a)
through (j) of the Financing Loan and Security Agreement, Section 4.01 of
the Receivables Purchase Agreement and Section 4.01 of the Retail
Receivables Purchase Agreement shall have been satisfied.

5.3 Conditions Precedent to Each Credit Utilization. The right of
the Borrower to make any Credit Utilization is subject to the conditions that
at the time of each such Credit Utilization and after giving effect thereto and
to all other transactions pursuant to the Basic Documents on such day,
including, without limitation, the issuance and repayment of Commercial Paper
and the borrowing and repayment of Loans:

(a) Credits Outstanding. Credits Outstanding on such day shall not
exceed the Borrowing Base on such day.

(b) Maximum Aggregate Commitment. The sum on such day of (i) Credits
Outstanding and (ii) the Interest Component

<PAGE> 39
34

of the outstanding Commercial Paper shall not exceed the Maximum
Aggregate Commitment on such day or on the maturity date of any Commercial
Paper issued.

(c) Ratings. With respect to the right of the Borrower to issue
Commercial Paper only, the Commercial Paper issued shall be rated A-1 or
better by S&P, P-1 by Moody's and an equivalent rating by each of the other
Rating Agencies.

(d) No Event of Default. With respect to the right of the Borrower
to borrow Revolving Loans (other than Revolving Loans required by
subsection 6.7), the Commitments shall not have been terminated pursuant to
Section 8 or, with respect to the right of the Borrower to issue Commercial
Paper, such right shall not have been terminated pursuant to Section 8.

(e) Aggregate OTC Amount. The Aggregate OTC Amount shall not be less
than the Required OTC Amount.

(f) Representations and Warranties. Other than with respect to the
right of the Borrower to borrow any Revolving Loans required by subsection
6.7, all representations and warranties of the Borrower, NFC, the Trust
Servicer, the Trip Servicer, the Administrator, Trip and NLC contained in
this Agreement and in the other Basic Documents to which they are a party
shall be true and correct in all material respects with the same force and
effect as though such representations and warranties had been made on and
as of the day of such Credit Utilization.

(g) Initial Commercial Paper Issuance. With respect to the right of
the Borrower to issue Commercial Paper for the first time only, the
Administrative Agent shall have received the following, with a copy for
each Lender:

(i) a copy of the initial Commercial Paper Memorandum;

(ii) a Commercial Paper Dealer Agreement, duly executed and
delivered by the Borrower and the Commercial Paper Dealer a party
thereto;

(iii) the Depositary Agreement, substantially in the form
attached hereto as an exhibit, duly executed and delivered by the
Depositary and the Borrower; and

(iv) an executed legal opinion of counsel to the Depositary,
in form and substance satisfactory to the Administrative Agent, to the
effect that the Depositary Agreement has been duly authorized,
executed and delivered by the Depositary and constitutes the legal,
valid and binding obligation of the Depositary enforceable in
accordance with its terms.

<PAGE> 40
35

(h) Offering Memorandum. With respect to the right of the Borrower
to issue Commercial Paper only, the portion, if any, of each offering
memorandum or information circular to be used by the Borrower in connection
with the offer or sale of the Commercial Paper which describes a Lender
shall have been approved by such Lender.

(i) Accounts. The Collateral Account, the Commercial Paper Account,
the Spread Account, the Reserve Account, the Certificate Distribution
Account and the Non-Pro Rata Funding Account and any funds on deposit in,
or otherwise to the credit of, the Collateral Account, the Commercial Paper
Account, the Reserve Account, the Spread Account, the Certificate
Distribution Account and the Non-Pro Rata Funding Account shall not be
subject to any writ, order, stay, judgment, warrant of attachment or
execution of similar process.

(j) Required Reserve Account Funded Amount. With respect to the right
of the Borrower to issue Commercial Paper only, the amount on deposit in
the Reserve Account with respect to each Downgraded Lender which has been
requested by the Borrower to make Non- Pro Rata Reserve Account Loans
pursuant to subsection 2.5(a)(i) is greater than or equal to the Required
Reserve Account Funded Amount of such Downgraded Lender (after giving
effect to such issuance of Commercial Paper).

(k) Spread Account. The amount on deposit in the Spread Account
(after giving effect to all deposits and withdrawals thereto) shall be
greater than zero; provided that the Specified Spread Account Balance on
such day is greater than zero.

(l) Wholesale Credit Enhancement. The amount of Wholesale Credit
Enhancement shall be greater than zero; provided that the Trust Wholesale
Certificate shall have been acquired by the Trust and the Net Issuer Amount
on such day is greater than zero.

(m) Required Interest Rate Caps. The Required Trust Interest Rate
Caps shall be in place in accordance with the provisions of subsection 2.03
of the Receivables Purchase Agreement and shall have been assigned to the
Borrower in accordance with the provisions of subsection 2.01 of the
Receivables Purchase Agreement and (ii) the Required Trip Interest Rate
Caps shall be in place in accordance with the provisions of subsection 5.2
of the Financing Loan and Security Agreement and shall have been assigned
to the Borrower in accordance with the provisions of subsection 5.1 of the
Financing Loan and Security Agreement.

(n) Maturities. With respect to the right of the Borrower to issue
Commercial Paper only, the Principal

<PAGE> 41
36

Component of Commercial Paper Notes with respect to which the number
of days remaining until maturity is (i) greater than 60 days shall not
exceed 40% of the aggregate Principal Component of outstanding Commercial
Paper and (ii) greater than 90 days shall not exceed 20% of the aggregate
Principal Component of outstanding Commercial Paper.

(o) Weighted Average Maturity. With respect to the right of the
Borrower to issue Commercial Paper only, on any day on which the amount on
deposit in the Spread Account is less than the Specified Spread Account
Balance on such day, the weighted average maturity of outstanding
Commercial Paper Notes shall not exceed 30 days.

The Borrower hereby agrees that each Credit Utilization constitutes a
representation and warranty by the Borrower that the conditions specified above
are (to the extent described above) then satisfied and will be satisfied after
giving effect thereto.

5.4 Conditions Precedent to Making of Each Refunding Loan, Non-Pro
Rata Revolving Loan or Initial Non-Pro Rata Reserve Account Loan. The
obligation of each Lender to make any Refunding Loan or Non-Pro Rata Revolving
Loan or its initial Non-Pro Rata Reserve Account Loan is subject to the
condition that at the time of making any such Refunding Loan or Non-Pro Rata
Revolving Loan or initial Non-Pro Rata Reserve Account Loan and after giving
effect thereto and to all other transactions pursuant to the Basic Documents on
such day:

(a) Credits Outstanding. Credits Outstanding on such day shall not
exceed the Borrowing Base on such day.

(b) Maximum Aggregate Commitment. The sum on such day of (i) Credits
Outstanding and (ii) the Interest Component of the outstanding Commercial
Paper shall not exceed the Maximum Aggregate Commitment.

(c) Bankruptcy Events of Default. No Event of Default described in
clause (i), (ii) or (iii) of subsection 8(e) shall have occurred.

(d) Spread Account. The amount on deposit in the Spread Account
(after giving effect to all deposits and withdrawals to be made thereto)
shall be greater than zero; provided that the Specified Spread Account
Balance on such day is greater than zero.

(e) Wholesale Credit Enhancement. The amount of Wholesale Credit
Enhancement shall be greater than zero; provided that the Trust Wholesale
Certificate shall have been acquired by the Trust and the Net Issuer Amount
on such day is greater than zero.

<PAGE> 42
37

The Borrower hereby agrees that each Borrowing by the Borrower of a Refunding
Loan or Non-Pro Rata Revolving Loan shall constitute a representation and
warranty by the Borrower that the conditions contained in this subsection 5.4
are then satisfied and will be satisfied after giving effect thereto.

5.5 Failure to Reach Effective Date. If all the conditions set forth
in subsection 5.1 shall not have been satisfied on or prior to November 30,
1994, this Agreement shall be of no further force and effect unless each of the
Persons that shall have submitted an Addendum on or prior to such date shall
have consented in writing to an extension of such date.

5.6 Conditions Precedent to the Purchase by the Borrower of
Receivables. The right of the Borrower to purchase any Receivable in a Trust
Pool is subject to the conditions that at the time of each such purchase and
after giving effect thereto and to all other transactions pursuant to the Basic
Documents on such day:

(a) Credits Outstanding. Credits Outstanding on such day shall not
exceed the Borrowing Base on such day.

(b) Eligibility. Such Receivable is an Eligible Receivable.

(c) Overconcentrations. (i) The Obligor Trust Amount with respect to
such Trust Pool and any Obligor of a Trust Receivable in such Trust Pool
shall not exceed the Obligor Trust Limit with respect to such Trust Pool,
(ii) the Balloon Receivable Trust Amount with respect to such Trust Pool
shall not exceed the Balloon Receivable Trust Limit with respect to such
Trust Pool, (iii) the Lease Receivable Trust Amount with respect to such
Trust Pool shall not exceed the Lease Receivable Trust Limit with respect
to such Trust Pool, (iv) the Skip Receivable Trust Amount with respect to
such Trust Pool shall not exceed the Skip Receivable Trust Limit with
respect to such Trust Pool, (v) the Used Vehicle Trust Amount with respect
to such Trust Pool shall not exceed the Used Vehicle Trust Limit with
respect to such Trust Pool and (vi) the State Trust Amount with respect to
such Trust Pool and the Trust Receivables in such Trust Pool the Obligors
of which are located in any state shall not exceed the State Limit with
respect to such Trust Pool.

(d) Weighted Average Maturity. The Weighted Average Trust Maturity
with respect to such Trust Pool shall not exceed sixty months.

(e) Receivables Documents. The Administrative Agent shall have
received, with a copy for each Lender, copies of all of the opinions,
certificates and other documents

<PAGE> 43
38

delivered to the Borrower pursuant to Section 4.01 of the Receivables
Purchase Agreement.

(f) Receivables Purchase Agreement. The Borrower shall acquire such
Receivable from Trip pursuant to, and in accordance with, the Receivables
Purchase Agreement.

(g) Assignments. Trip shall have executed and delivered, on or prior
to the related Receivable Purchase Date, the Assignment with respect to
such Trust Pool.

(h) Lease Receivables. With respect to the right of the Borrower to
purchase Lease Receivables for the first time if subsection 5.8(e) shall
have not been previously satisfied, the Administrative Agent shall have
received the following, with a copy for each Lender:

(i) the Lease Receivable Purchase Agreement, substantially in
the form attached hereto as an exhibit, duly executed and delivered by
NLC and Trip;

(ii) the following executed legal opinions, in form and
substance satisfactory to the Administrative Agent: (A) the opinions
of Kirkland & Ellis, special counsel to NLC and Trip, substantially to
the effect set forth in Exhibits V-1 through V-3, and (B) the opinion
of William W. Jones, Esq., General Counsel of NFC, substantially to
the effect set forth in Exhibit W; and

(iii) the conditions specified in Sections 4.01 and 4.02 of
the Lease Receivables Purchase Agreement shall have been satisfied.

(i) Compliance Certificate. The Collateral Trustee shall have
received a certificate, substantially in the form of Exhibit B to the
Administration Agreement, of a Responsible Officer of the Administrator to
the effect that such Receivable is an Eligible Receivable, the other
conditions to the purchase by the Borrower of such Receivable have been
satisfied and the provisions of the Receivables Purchase Agreement have
been complied with.

(j) Trust Interest Rate Caps. The Required Trust Interest Rate Caps
with respect to such Trust Pool shall be in place in accordance with the
provisions of subsection 2.03 of the Receivables Purchase Agreement and
shall have been assigned to the Borrower in accordance with subsection 2.03
of the Receivables Purchase Agreement.

(k) Spread Account. The amount on deposit in the Spread Account
(after giving effect to all deposits and withdrawals to be made thereto on
the date of purchase)

<PAGE> 44
39

shall be at least equal to the Specified Spread Account Balance.

(l) No Wind-Down Event. No Wind-Down Event shall have occurred.

(m) No Receivables Wind-Down Event. No Receivables Wind-Down Event
shall have occurred.

(n) No Default or Event of Default. No Default or Event of Default
shall have occurred and be continuing.

(o) Commercial Paper Rating. The Commercial Paper is rated A-1 or
better by S&P, P-1 by Moody's and an equivalent rating by each of the other
Rating Agencies; provided that this condition shall be deemed to be
satisfied if (i) a rating of the Commercial Paper shall have been lowered
solely as a result of the lowering of a rating of one or more of the
Lenders or (ii) the amount on deposit in the Spread Account on the date of
such purchase is at least equal to the product of (i) the Program Net Pool
Balance on such date and (ii) a percentage equal to five times the Net Loss
Percentage for the most recent Monthly Period available.

5.7 Conditions Precedent to the Purchase by the Borrower of the Trust
Wholesale Certificate. The right of the Borrower to purchase the Trust
Wholesale Certificate is subject to the conditions that at the time of each
such purchase and after giving effect thereto and to all other transactions
pursuant to the Basic Documents on such day:

(a) Credits Outstanding. Credits Outstanding on such day shall not
exceed the Borrowing Base on such day.

(b) Eligibility. The Trust Wholesale Certificate satisfies the
criteria set forth on Schedule III.

(c) Confirmation of Ratings. The Administrative Agent shall have
received written confirmation by each of the Rating Agencies that the
purchase by the Borrower of the Trust Wholesale Certificate will not result
in a withdrawal or downgrading of the ratings referred to in subsection
5.3(c) of the outstanding Commercial Paper Notes and the then current
ratings of outstanding Trust Certificates.

(d) Wholesale Documents. The Administrative Agent shall have
received, with a copy for each Lender, the Wholesale Purchase Agreement,
the Wholesale Pooling and Servicing Agreement and any supplement thereto
relating to the Trust Wholesale Certificate (the "Wholesale Supplement")
duly executed and delivered by the parties thereto, provided that this
condition shall not be satisfied unless the Administrative Agent shall have
previously distributed to

<PAGE> 45
40

each Lender by hand or by overnight courier copies of the Wholesale
Purchase Agreement, the Wholesale Pooling and Servicing Agreement, the
Wholesale Supplement and the Dealer Note Trust Pooling and Servicing
Agreement and the Wholesale Pooling and Servicing Agreement, the Wholesale
Purchase Agreement and the Wholesale Supplement shall not have been
rejected in writing received by the Administrative Agent within 10 Business
Days after the Administrative Agent shall have so distributed such
documents by Lenders with Voting Percentages which aggregate more than 33
1/3%.

(e) Wholesale Purchase Agreement. The Borrower shall acquire the
Trust Wholesale Certificate pursuant to, and in accordance with the
Wholesale Purchase Agreement.

(f) Receipt by Collateral Trustee. The Collateral Trustee, on behalf
of the Secured Parties, shall have received the Trust Wholesale Certificate
registered in the name of the Collateral Trustee.

(g) Compliance Certificate. The Collateral Trustee shall have
received a certificate, substantially in the form of Exhibit C to the
Administration Agreement, of a Responsible Officer of the Administrator to
the effect that the Trust Wholesale Certificate meets the criteria set
forth on Schedule III, the other conditions to the purchase by the Borrower
of the Wholesale Certificate have been satisfied and the provisions of the
Wholesale Purchase Agreement have been complied with.

(h) No Wind-Down Event. No Wind-Down Event shall have occurred.

(i) Amortization Event. No Amortization Event shall have occurred
and be continuing.

(j) No Default or Event of Default. No Default or Event of Default
shall have occurred and be continuing.

5.8 Conditions Precedent to Initial Financing Loan and Increases in
the Financing Loan Principal Amount. The right of the Borrower to make the
initial Financing Loan or to increase the Financing Loan Principal Amount in
accordance with the Financing Loan and Security Agreement is subject to the
conditions that at the time of the making of the Financing Loan or each such
increase and after giving effect thereto and to all other transactions pursuant
to the Basic Documents on such day:

(a) Credits Outstanding. Credits Outstanding on such day shall not
exceed the Borrowing Base on such day.

(b) Overconcentrations. (i) The Obligor Amount with respect to any
Obligor as of the most recent Purchase Cutoff Date with respect to Trip
Receivables shall not have

<PAGE> 46
41

exceeded the Obligor Limit as of such date, (ii) the Balloon
Receivable Amount as of such date shall not have exceeded the Balloon
Receivable Limit as of such date, (iii) the Lease Receivable Amount as of
such date shall not have exceeded the Lease Receivable Limit as of such
date, (iv) the Skip Receivable Amount as of such date shall not have
exceeded the Skip Receivable Limit as of such date, (v) the Used Vehicle
Amount as of such date shall not have exceeded the Used Vehicle Limit as of
such date and (vi) the State Amount with respect to any state as of such
date shall not have exceeded the State Limit as of such date.

(c) Weighted Average Maturity. The Weighted Average Program Maturity
as of the most recent Purchase Cutoff Date with respect to Trip Receivables
shall not have exceeded sixty months.

(d) Financing Loan Documents. The Administrative Agent shall have
received, with a copy for each Lender, copies of all of the opinions,
certificates and other documents delivered to the Borrower pursuant to
subsection 4.1 of the Financing Loan and Security Agreement.

(e) Lease Receivables. With respect to the right of the Borrower to
increase the Financing Loan Principal Amount in order to provide funds to
Trip for the initial purchase of Lease Receivables pursuant to the Lease
Receivables Purchase Agreement if subsection 5.6(h) shall have not been
previously satisfied, the Administrative Agent shall have received the
following, with a copy for each Lender:

(i) the Lease Receivable Purchase Agreement, substantially in
the form attached hereto as an exhibit, duly executed and delivered by
NLC and Trip;

(ii) the following executed legal opinions, in form and
substance satisfactory to the Administrative Agent: (A) the opinion of
Kirkland & Ellis, special counsel to NLC and Trip, substantially to
the effect set forth in Exhibit V, and (B) the opinion of William W.
Jones, Esq., General Counsel of NFC, substantially to the effect set
forth in Exhibit W; and

(iii) the conditions specified in Sections 4.01 and 4.02 of
the Lease Receivables Purchase Agreement shall have been satisfied.

(f) Compliance Certificate. The Collateral Trustee shall have
received a certificate, substantially in the form of Exhibit A to the
Administration Agreement, of a Responsible Officer of the Administrator to
the effect that the conditions to the initial Financing Loan or an increase
in the Financing Loan Principal Amount have been satisfied and the
provisions of subsections 4.1 and 4.2 of the

<PAGE> 47
42

Financing Loan and Security Agreement have been complied with.

(g) Trip Interest Rate Caps. The Required Trip Interest Rate Caps
shall be in place in accordance with the provisions of subsection 5.2 of
the Financing Loan and Security Agreement and shall have been assigned to
the Borrower in accordance with subsection 5.2 of the Financing Loan and
Security Agreement.

(h) Spread Account. The amount on deposit in the Spread Account
(after giving effect to all deposits and withdrawals to be made thereto on
the date of such increase) shall be at least equal to the Specified Spread
Account Balance.

(i) No Wind-Down Event. No Wind-Down Event shall have occurred.

(j) No Receivables Wind-Down Event. No Receivables Wind-Down Event
shall have occurred.

(k) No Default or Event of Default. No Default or Event of Default
shall have occurred and be continuing.

(l) Commercial Paper Rating. The Commercial Paper is rated A-1 or
better by S&P, P-1 by Moody's and an equivalent rating by each of the other
Rating Agencies; provided that this condition shall be deemed to be
satisfied if (i) a rating of the Commercial Paper shall have been lowered
solely as a result of the lowering of a rating of one or more of the
Lenders or (ii) the amount on deposit in the Spread Account on the date of
such increase is at least equal to the product of (i) the Program Net Pool
Balance on such date and (ii) a percentage equal to five times the Net Loss
Percentage for the most recent Monthly Period available.

5.9 Conditions Precedent to Wholesale Certificate Advances. The
right of the Borrower to make a Wholesale Certificate Advance is subject to the
conditions that at the time of each such advance after giving effect thereto
and to all other transactions pursuant to the Basic Documents on such day:

(a) Credits Outstanding. Credits Outstanding on such day shall not
exceed the Borrowing Base on such day.

(b) Compliance Certificate. The Collateral Trustee shall have
received a certificate, substantially in the form of Exhibit D to the
Administration Agreement, of a Responsible Officer of the Administrator to
the effect that the conditions to the Wholesale Certificate Advance by the
Borrower have been satisfied and the provisions of the Wholesale Supplement
have been complied with.

<PAGE> 48
43

(d) Amortization Event. No Amortization Event shall have occurred
and be continuing.

(e) No Default or Event of Default. No Default or Event of Default
shall have occurred and be continuing.

(f) Commercial Paper Rating. The Commercial Paper is rated A-1 or
better by S&P, P-1 by Moody's and an equivalent rating by each of the other
Rating Agencies; provided that this condition shall be deemed to be
satisfied if a rating of the Commercial Paper shall have been lowered
solely as a result of the lowering of a rating of one or more of the
Lenders.

SECTION 6. AFFIRMATIVE COVENANTS

The Borrower hereby agrees that, so long as the Commitments remain in
effect, any Commercial Paper Note remains outstanding and unpaid or any amount
remains outstanding and unpaid to any Lender or the Administrative Agent
hereunder, the Borrower shall:

6.1 Financial Statements. Furnish to the Administrative Agent (with
sufficient copies for each Lender):

(a) as soon as available, but in any event within 120 days after the
end of each fiscal year, commencing with fiscal year 1994, a copy of the
balance sheet of the Borrower as at the end of such year and the related
statements of income and retained earnings and of cash flows for such year,
setting forth in each case in comparative form the figures for the previous
year, reported on without a "going concern" or like qualification or
exception, or qualification arising out of the scope of the audit, by
independent certified public accountants of nationally recognized standing;
and

(b) as soon as available, but in any event not later than 75 days
after the end of each of the first three quarterly periods of each fiscal
year of the Borrower, the unaudited balance sheet of the Borrower as of the
end of such quarter and the related unaudited statements of income and
retained earnings and of cash flows of the Borrower for such quarter and
the portion of the fiscal year through the end of such quarter, setting
forth in each case in comparative form the figures for the previous year,
certified by a Responsible Officer of the Administrator as being fairly
stated in all material respects (subject to normal year-end audit
adjustments);

<PAGE> 49
44

all such financial statements shall be complete and correct in all material
respects and shall be prepared in accordance with GAAP (subject to year end
adjustments) applied consistently throughout the periods reflected therein and
with prior periods (except as approved by the accountants or officer, as the
case may be, reporting on or certifying such statements and disclosed therein).

6.2 Certificates; Other Information. Furnish to the Administrative
Agent (with sufficient copies for each Lender):

(a) all notices, certificates, reports, lists, statements, financial
statements, audit reports and similar writings the Borrower receives
pursuant to the Receivables Purchase Agreement, the Trust Servicing
Agreement, the Trip Servicing Agreement, the Financing Loan and Security
Agreement or the Retail Receivables Purchase Agreement, the Lease
Receivables Purchase Agreement, the Depositary Agreement or the Wholesale
Pooling and Servicing Agreement, including, without limitation, all annual
certificates or special procedures letters delivered by certified public
accountants, and copies of all offering materials for Commercial Paper not
previously seen by the Administrative Agent that are in the possession of
the Borrower;

(b) concurrently with the delivery of the financial statements
referred to in subsection 6.1(a), a certificate of the independent
certified public accountants reporting on such financial statements stating
that in making the examination necessary therefor no knowledge was obtained
of any Default or Event of Default, except as specified in such
certificate;

(c) concurrently with the delivery of the financial statements
referred to in subsection 6.1(a) and 6.1(b), a certificate of a Responsible
Officer of the Administrator stating that, to the best of such Officer's
knowledge, (i) such financial statements present fairly the financial
condition and results of operations of the Borrower for the period referred
to therein (subject, in the case of interim statements, to normal year-end
audit adjustments) and (ii) no Default or Event of Default except as
specified in such certificate has occurred and is continuing;

(d) concurrently with the delivery to the Borrower in accordance with
subsection 4.1(b) of the Administration Agreement, each Monthly Program
Statement and any other report or statement delivered pursuant to the
Administration Agreement;

(e) promptly, upon receipt thereof, copies of all written notices
from or to the Rating Agencies described in the Basic Documents or otherwise
related to the Borrower; and

<PAGE> 50
45

(f) promptly, such additional financial and other information with
respect to the Basic Documents, the Borrower, the Administrator, Trip, NLC,
the Wholesale Master Trust, the Trip Servicer, the Trust Servicer, the
Wholesale Servicer or the Program Receivables as the Administrative Agent
or any Lender may from time to time reasonably request.

6.3 Maintenance of Existence; Compliance with Contractual
Obligations, Requirements of Law. Preserve, renew and keep in full force and
effect its existence and take all reasonable action to maintain all rights,
privileges and franchises necessary or desirable in the normal conduct of its
business except as otherwise permitted pursuant to subsection 7.5; comply with
all Contractual Obligations, including, without limitation, all its obligations
under the Basic Documents, and Requirements of Law; file and record all
documents, financing statements and continuation statements that are necessary
or appropriate to perfect the Collateral Trustee's security interest in the
Collateral pursuant to the Collateral Trust Agreement.

6.4 Payment of Obligations. Pay, discharge or otherwise satisfy at
or before maturity or before they become delinquent, as the case may be, all
its obligations of whatever nature, except where the amount or validity thereof
is currently being contested in good faith by appropriate proceedings and
reserves in conformity with GAAP with respect thereto have been provided on the
books of the Borrower.

6.5 Inspection of Property; Books and Records; Discussions. Keep
proper books and records of account in which full, true and correct entries in
conformity with GAAP (to the extent applicable) and all Requirements of Law
shall be made of all dealings and transactions in relation to its business and
activities; and permit representatives of the Administrative Agent and any
Lender to examine and make abstracts from any of its books and records during
normal business hours, upon reasonable request, without charge to the
Administrative Agent or such Lender, at offices designated by the
Administrator, and as often as may reasonably be desired, and to discuss the
business, operations and financial condition of the Borrower with officers and
employees of the Borrower and with its independent certified public
accountants.

6.6 Notices. Promptly give notice to the Administrative Agent, each
Lender and the Rating Agencies of:

(a) the occurrence of any Default, Event of Default, Administrator
Default, Trust Servicer Default, Trip Servicer Default, Wholesale Servicer
Termination Event, Financing Loan Default, Financing Loan Event of Default,
Wind-Down Event, Receivable Wind-Down Event, Receivable Purchase
Termination Event, Retail Receivable Purchase Termination

<PAGE> 51
46

Event, Lease Receivable Purchase Termination Event or Amortization
Event; and

(b) any (i) default or event of default under any Contractual
Obligation of the Borrower or (ii) litigation, investigation or proceeding
which may exist at any time with respect to the Borrower.

Each notice pursuant to this subsection 6.6 shall be accompanied by a statement
of a Responsible Officer of the Administrator setting forth details of the
occurrence referred to therein and stating what action the Borrower proposes to
take with respect thereto.

6.7 Settlement Date Reconciliation. If the sum of (i) the aggregate
amount withdrawn from the Collection Subaccount and deposited in the Principal
Subaccount pursuant to subsection 5.3(a)(iii) of the Collateral Trust Agreement
during any Monthly Period and (ii) the aggregate amount allocated to the
Principal Subaccount pursuant to subsection 5.3(a)(i)(D) of the Collateral
Trust Agreement during such Monthly Period shall exceed the Principal Payment
Amount for the Settlement Date immediately succeeding such Monthly Period (for
each Settlement Date, the "Principal Overpayment Amount"), issue Commercial
Paper and/or borrow Revolving Loans on such Settlement Date in an amount such
that the resulting increase in Credits Outstanding on such date equals the
excess of (i) the Principal Overpayment Amount for such Settlement Date over
(ii) assuming that the Borrower issued Commercial Paper on such Settlement Date
having a Principal Component equal to such Principal Overpayment Amount, the
amount that would be payable to Trip and the Administrator pursuant to
subsections 5.3(a)(vi)(N) and 5.3(a)(vi)(O) of the Collateral Trust Agreement
on such Settlement Date (for each Settlement Date, the "Interest Reconciliation
Amount").

SECTION 7. NEGATIVE COVENANTS

7.1 Limitation on Activities of the Borrower. Engage in any business
or activity of any kind or enter into any transaction or indenture, mortgage,
instrument, agreement, contract, lease or other undertaking which is not
contemplated by the Basic Documents.

7.2 Limitation on Indebtedness, Guarantee Obligations. Create, incur,
assume or suffer to exist any (a) Indebtedness, except (i) obligations incurred
or owing to the Lenders under this Agreement, (ii) the Commercial Paper Notes,
(iii) the

<PAGE> 52
47

administration fee provided for in the Administration Agreement and (iv)
liabilities contemplated by any Basic Document or (b) Guarantee Obligation.

7.3 Limitation on Liens. Create, incur, assume or suffer to exist
any Lien (other than Permitted Liens) upon any property, assets or revenues,
whether now owned or hereafter acquired, or assign or otherwise convey or
encumber any existing or future right to receive any income or payments, except
for Liens created pursuant to the Collateral Trust Agreement and the Depositary
Agreement.

7.4 Limitation on Investments, Loans and Advances. Make any advance,
loan, extension of credit or capital contribution to, or purchase any stock,
bonds, notes, debentures or other securities of or any assets constituting a
business unit of, or make any other investment in, any Person, except:

(a) Financing Loans pursuant to and in accordance with the Financing
Loan and Security Agreement;

(b) purchase the Trust Wholesale Certificate pursuant to the
Wholesale Purchase Agreement;

(d) make Wholesale Certificate Advances; and

(e) investments of amounts on deposit in the Collateral Account, the
Spread Account, the Reserve Account, the Certificate Reserve Account and
the Non-Pro Rata Funding Account permitted by the Collateral Trust
Agreement and investments of amounts on deposit in the Certificate
Distribution Account as permitted by the Trust Agreement.

7.5 Limitation on Fundamental Changes and Sale of Assets. Enter into
any merger, consolidation or amalgamation, or liquidate, wind up or dissolve
itself (or suffer any liquidation or dissolution), or convey, sell, lease,
assign, transfer or otherwise dispose of, any of its property, business or
assets, except as contemplated by the Basic Documents.

7.6 Limitation on Payments, Capital Expenditures. Make any payment
to any Person (including, without limitation, any salaries or bonuses) or make
any expenditure (by long-term or operating lease or otherwise) for capital
assets (both realty and personal), except as contemplated by the Basic
Documents.

7.7 Other Agreements. (a) Become a party to, or permit any of its
properties to be bound by, any indenture, mortgage, instrument, contract,
agreement, lease or other undertaking, except the Basic Documents or documents
and agreements incidental thereto or contemplated by the Basic

<PAGE> 53
48

Documents, or establish or maintain a Plan or have any liability to PBGC under
ERISA or issue any power of attorney except to the Trust Servicer, the Trip
Servicer, the Administrator, the Depositary or the Collateral Trustee and
except for the purpose of permitting any Person to perform any ministerial
functions on behalf of the Borrower which are not inconsistent with the terms
of the Collateral Trust Agreement.

(b) Subject to subsection 10.1(b) and except as provided in
subsection 5.2 of the Financing Loan and Security Agreement, cancel, terminate,
amend, supplement, modify or waive any of the provisions of any Basic Document
or the Wholesale Pooling and Servicing Agreement or request, consent or agree
to or suffer to exist or permit any such cancellation, termination, amendment,
supplement, modification or waiver unless the Borrower receives (i) the prior
written consent of the Majority Lenders and (ii) written confirmation by each
of the Rating Agencies that such cancellation, termination, amendment,
supplement, modification or waiver will not result in a withdrawal or reduction
in the ratings of the Commercial Paper or the Trust Certificates, provided,
that the Borrower may cancel, terminate, amend, supplement, modify or waive
provisions of the Commercial Paper Dealer Agreement so long as no such
cancellation, termination, amendment, supplement, modification or waiver would
adversely affect the Lenders, provided, further, that the Borrower may not
cancel, terminate, amend, supplement, modify or waive any provision of
subsection 7.1 or Section 8 of the Financing Loan and Security Agreement,
subsection 5.3 of the Collateral Trust Agreement, Article VII of the Trip
Servicing Agreement or Article VII of the Trust Servicing Agreement in each
case without the consent of the Required Lenders; and provided, further, that
the Borrower may not (i) cancel, terminate, amend, supplement, modify or waive
any provision of Section 8 of the Collateral Trust Agreement or any provisions
relating to the release of the Collateral (including, without limitation,
Section 2 and subsection 5.2 or 5.5 of the Collateral Trust Agreement) or
cancel, terminate, amend, supplement, modify or waive any provision of the
Wholesale Pooling and Servicing Agreement relating to the release of the
collateral for the Trust Wholesale Certificate or any provision of Section 5 of
the Financing Loan and Security Agreement, in each case without the written
consent of all the Lenders, or (ii) amend, modify or waive any provisions of
the Financing Loan and Security Agreement or the Wholesale Pooling and
Servicing Agreement so as to extend the time for payment, or reduce the amount,
of any amount of money payable to the Borrower thereunder. Any such waiver and
any such amendment, supplement or modification shall apply equally to each of
the Lenders and shall be binding upon the Borrower, the Lenders, the
Administrative Agent and all future holders of the obligations owing hereunder.

(c) Without the prior written consent of the Administrative Agent
(which shall, at the direction of the Required Lenders, provide such consent),
(i) exercise any right,

<PAGE> 54
49

remedy, power or privilege available to it with respect to Trip under the
Receivables Purchase Agreement, NFC under the Retail Receivables Purchase
Agreement, NLC under the Lease Receivables Purchase Agreement, the Trust
Servicer under the Trust Servicing Agreement, the Trip Servicer under the Trip
Servicing Agreement, the Wholesale Servicer under the Wholesale Pooling and
Servicing Agreement, any Counterparty under an Interest Rate Cap, Trip under
the Financing Loan and Security Agreement or the Administrator under the
Administration Agreement, (ii) take any action to compel or secure performance
or observance by Trip of its obligations to the Borrower under the Receivables
Purchase Agreement, by NFC of its obligations to Trip under the Retail
Receivables Purchase, by NLC to Trip under the Lease Receivables Purchase
Agreement, by the Trust Servicer of its obligations to the Borrower under the
Trust Servicing Agreement, by the Trip Servicer of its obligations to Trip
under the Trip Servicing Agreement, by the Wholesale Servicer of its
obligations to the Borrower under the Wholesale Pooling and Servicing
Agreement, by a Counterparty of its obligations under an Interest Rate Cap, by
Trip of its obligations to the Borrower under the Financing Loan and Security
Agreement or by the Administrator under the Administration Agreement, or (iii)
give any consent, request, notice, direction, approval, extension or waiver to
Trip under the Receivables Purchase Agreement, NFC under the Retail Receivables
Purchase Agreement, NLC under the Lease Receivables Purchase Agreement, the
Trust Servicer under the Trust Servicing Agreement, the Trip Servicer under the
Trip Servicing Agreement, the Wholesale Servicer under the Wholesale Pooling
and Servicing Agreement, any Counterparty under an Interest Rate Cap, Trip
under the Financing Loan and Security Agreement or the Administrator under the
Administration Agreement, not required to be exercised, taken, observed or
given pursuant to the terms of the Receivables Purchase Agreement, the Retail
Receivables Purchase Agreement, the Lease Receivables Purchase Agreement, the
Trust Servicing Agreement, the Trip Servicing Agreement, such Interest Rate
Cap, the Financing Loan and Security Agreement or the Administration Agreement,
as the case may be.

7.8 Commercial Paper Notes. (a) Fail to comply in all material
respects with all laws and regulations applicable to the offering, issuance,
sale or delivery of Commercial Paper Notes or (b) sell any Commercial Paper
Notes if any changes have been made to the Commercial Paper Memorandum or other
offering material to be used in connection with the offering, issuance, sale or
delivery of any Commercial Paper Notes, insofar as such pertains to the
Administrative Agent, any Lender or the Collateral Trustee or their respective
obligations hereunder or under the transactions contemplated hereby, unless,
with respect to any such changes, the Borrower has obtained the written
approval of such Person or (c) issue any Commercial Paper Notes to NFC, any
Affiliate of NFC or any trust or other entity to which NFC or any Affiliate of
NFC is a depositor or servicer bearing interest (or at a discount) in excess of
a commercially reasonable rate.

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50

7.9 Amendment of Organizational Certificate. Amend its certificate
of trust without the consent of the Majority Lenders and the receipt of written
confirmation by each of the Rating Agencies that such amendment will not result
in a withdrawal or downgrading of the ratings referred to in subsection 5.3(c)
of the outstanding Commercial Paper Notes and the then current ratings of
outstanding Trust Certificates, provided, that the Borrower may change the name
and address (but not the identity) of the Owner Trustee listed in such
certificate without the consent of the Lenders or the receipt of such written
confirmation, and provided, further, that upon payment in full of the
Obligations and termination of the Commitments, the Borrower may amend such
certificate without the consent of the Lenders or the receipt of such written
confirmation.

SECTION 8. EVENTS OF DEFAULT

Upon the occurrence and during the continuance of any of the following
events:

(a) The Borrower shall fail to pay any principal of any Loan or any
amount in respect of any Commercial Paper Note when due in accordance with
the terms hereof or thereof; or the Borrower shall fail to pay interest on
any Loan, any portion of the Commitment Fee or any other amount payable
hereunder, within one Business Day after any such interest, Commitment Fee
or other amount becomes due in accordance with the terms hereof; provided,
that the failure to pay any amount due under subsection 2.18 or 2.20 shall
not constitute an Event of Default unless such failure shall continue
unremedied for 90 days after such amount becomes due in accordance with the
terms hereof; or

(b) Any representation or warranty made or deemed made by the
Borrower herein or in any other Basic Document or which is contained in any
certificate, document or financial or other statement furnished at any time
under or in connection herewith or therewith shall prove to have been
incorrect in any material respect on or as of the date made or deemed made;
or

(c) The Borrower shall default in the observance or performance of
any agreement contained in subsection 2.22 or subsection 6.7 or in Section
3 or Section 7 of this Agreement or in Section 4.1 or 4.2 of the Collateral
Trust Agreement; or

(d) The Borrower shall default in the observance or performance of
any other agreement contained in this Agreement (other than as provided in
paragraphs (a) through (c) of this Section), the Collateral Trust Agreement
or any other Basic Document, and such default shall continue unremedied for
a period of 30 consecutive days after the

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51

date on which written notice thereof, requiring the same to be
remedied, shall have been given to the Borrower by the Administrative
Agent; or

(e) (i) The Borrower shall commence any case, proceeding or other
action (A) under any existing or future law of any jurisdiction, domestic
or foreign, relating to bankruptcy, insolvency, reorganization or relief of
debtors, seeking to have an order for relief entered with respect to it, or
seeking to adjudicate it a bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its debts,
or (B) seeking appointment of a receiver, trustee, custodian or other
similar official for it or for all or any substantial part of its assets,
or the Borrower shall make a general assignment for the benefit of its
creditors; or (ii) there shall be commenced against the Borrower any case,
proceeding or other action of a nature referred to in clause (i) above
which (A) results in the entry of an order for relief or any such
adjudication or appointment or (B) remains undismissed, undischarged or
unbonded for a period of 60 consecutive days; or (iii) there shall be
commenced against the Borrower any case, proceeding or other action seeking
issuance of a warrant of attachment, execution, distraint or similar
process against all or any substantial part of its assets which results in
the entry of an order for any such relief which shall not have been
vacated, discharged, or stayed or bonded pending appeal within 60 days from
the entry thereof; or (iv) the Borrower shall take any action in
furtherance of, or indicating its consent to, approval of, or acquiescence
in, any of the acts set forth in clause (i), (ii) or (iii) above; or (v)
the Borrower shall generally not, or shall be unable to, or shall admit in
writing its inability to, pay its debts as they become due; or

(f) One or more judgments or decrees shall be entered against the
Borrower involving in the aggregate a liability (not paid or covered by
insurance) of $15,000 or more and all such judgments or decrees shall not
have been vacated, discharged, or stayed or bonded pending appeal within 30
days from the entry thereof; or

(g) The Collateral Trust Agreement shall cease, for any reason, to be
in full force and effect or any of the other Basic Documents shall cease,
for any reason, to be in full force and effect other than as permitted in
accordance with its terms; or

(h) A Trust Servicer Default shall have occurred and be continuing;
or

(i) A Trip Servicer Default shall have occurred and be continuing; or

<PAGE> 57
52

(j) A "Servicer Default" shall have occurred and be continuing under
the Dealer Note Trust Pooling and Servicing Agreement; or

(k) A Wholesale Servicer Termination Event shall have occurred and be
continuing; provided that the Trust shall have acquired the Trust Wholesale
Certificate; or

(l) A Financing Loan Event of Default shall have occurred and be
continuing; or

(m) A Receivable Purchase Termination Event shall have occurred and
be continuing; or

(n) A Retail Receivable Purchase Termination Event shall have
occurred and be continuing; or

(o) If Lease Receivables shall have been previously acquired by Trip,
a Lease Receivable Purchase Termination Event shall have occurred and be
continuing; or

(p) An Administrator Default shall have occurred and be continuing;
or

(q) The Borrower shall become required to register under the
Investment Company Act of 1940, as amended, as an "investment company" (as
defined in such act), and shall not be exempt from compliance from such
act; or

(r) The amount on deposit in the Spread Account (after giving effect
to all deposits and withdrawals to be made on any Settlement Date thereto)
shall equal zero; provided that the Specified Spread Account Balance is
greater than zero; or

(s) The amount of Wholesale Credit Enhancement shall equal zero;
provided that the Trust Wholesale Certificate shall have been acquired by
the Trust and the Net Issuer Amount is greater than zero; or

(t) Trip or NLC, or, at any time after the Borrower shall have
acquired the Trust Wholesale Certificate, NFSC, the Wholesale Master Trust
or the Dealer Note Trust shall become required to register under the
Investment Company Act of 1940, as amended, as an "investment company" (as
defined in such act), and shall not be exempt from compliance with such
act;

then, and in any such event, the Administrative Agent shall, to the extent of
its actual knowledge, give written notice thereof to the Depositary, and the
Lenders shall have the following rights: If such event is an Event of Default
specified in paragraph (e), (q), (r) or (s) of this Section 8, (x)
automatically the right of the Borrower to sell any Commercial

<PAGE> 58
53

Paper Notes shall immediately terminate and (y) automatically the Commitments
shall immediately terminate and the Loans (with accrued interest thereon) shall
immediately become due and payable (provided that such termination shall not
affect the obligations of the Lenders to make additional Revolving Loans
required pursuant to subsection 6.7, Refunding Loans, Non-Pro Rata Revolving
Loans or Non-Pro Rata Reserve Account Loans, in each case, upon satisfaction of
the applicable conditions precedent thereto). If such an event is an Event of
Default other than an Event of Default specified in paragraph (e), (q), (r) or
(s) of this Section 8, any or all of the following actions may be taken: (A)
with the consent of the Required Lenders the Administrative Agent may, or upon
the request of the Required Lenders the Administrative Agent shall, by notice
to the Borrower and the Depositary with respect to Commercial Paper Notes,
terminate the right of the Borrower to sell Commercial Paper Notes, whereupon
such right shall immediately terminate; and (B) with the consent of the
Required Lenders the Administrative Agent may, or upon the request of the
Required Lenders the Administrative Agent shall, by notice to the Borrower,
declare the Commitments to be terminated forthwith, whereupon the Commitments
shall immediately terminate (provided that such termination shall not affect
the obligations of the Lenders to make additional Revolving Loans required
pursuant to subsection 6.7, Refunding Loans, Non-Pro Rata Revolving Loans or
Non-Pro Rata Reserve Account Loans, in each case, upon satisfaction of the
applicable conditions precedent thereto); and (C) with the consent of the
Required Lenders the Administrative Agent may, or upon the request of the
Required Lenders the Administrative Agent shall, by notice of default to the
Borrower, declare the Loans (with accrued interest thereon) and all other
amounts owing under this Agreement to be due and payable forthwith, whereupon
the same shall immediately become due and payable (provided that such
termination shall not affect the obligations of the Lenders to make additional
Revolving Loans required pursuant to subsection 6.7, Refunding Loans, Non-Pro
Rata Revolving Loans or Non-Pro Rata Reserve Account Loans, in each case, upon
satisfaction of the applicable conditions precedent thereto). Notwithstanding
the foregoing, the Loans (with accrued interest thereon) and all other amounts
owing hereunder under this Agreement shall be payable solely from funds
available pursuant to the Collateral Trust Agreement. Except as expressly
provided above in this Section 8, presentment, demand, protest and all other
notices of any kind are hereby expressly waived.

SECTION 9. THE ADMINISTRATIVE AGENT

9.1 Appointment. Each Lender hereby irrevocably designates and
appoints Chemical Bank as the Administrative Agent of such Lender under this
Agreement, and each such Lender hereby irrevocably authorizes Chemical Bank, as
the Administrative Agent for such Lender, to take such action on its behalf
under the provisions of this Agreement and to exercise such powers and

<PAGE> 59
54

perform such duties as are expressly delegated to the Administrative Agent by
the terms of this Agreement, together with such other powers as are reasonably
incidental thereto. Notwithstanding any provision to the contrary elsewhere in
this Agreement, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or otherwise exist against the Administrative Agent.

9.2 Delegation of Duties. The Administrative Agent may execute any
of its duties under this Agreement by or through agents or attorneys-in-fact
and shall be entitled to advice of counsel concerning all matters pertaining to
such duties. The Administrative Agent shall not be responsible for the
negligence or misconduct of any agents or attorneys-in-fact selected by it with
reasonable care.

9.3 Exculpatory Provisions. Neither the Administrative Agent nor any
of its officers, directors, employees, agents, attorneys-in-fact or Affiliates
shall be (i) liable for any action lawfully taken or omitted to be taken by it
or such Person under or in connection with this Agreement (except for its or
such Person's own gross negligence or wilful misconduct), or (ii) responsible
in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by the Borrower or any officer thereof
contained in this Agreement, the other Basic Documents or in any certificate,
report, statement or other document referred to or provided for in, or received
by the Administrative Agent under or in connection with, this Agreement or the
other Basic Documents or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or the other Basic Documents or
for any failure of the Borrower to perform its obligations hereunder or
thereunder. The Administrative Agent shall not be under any obligation to any
Lender to ascertain or to inquire as to the observance or performance of any of
the agreements contained in, or conditions of, this Agreement or the other
Basic Documents, or to inspect the properties, books or records of the
Borrower.

9.4 Reliance by Administrative Agent. The Administrative Agent shall
be entitled to rely, and shall be fully protected in relying, upon any writing,
resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, telecopy, telex or teletype message, statement, order or other
document or conversation believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including, without limitation, counsel to the
Borrower), independent accountants and other experts selected by the
Administrative Agent. The Administrative Agent may deem and treat the Lender
specified in the Register with respect to any

<PAGE> 60
55

amount owing hereunder as the owner thereof for all purposes unless a written
notice of assignment, negotiation or transfer thereof shall have been filed
with the Administrative Agent. The Administrative Agent shall be fully
justified in failing or refusing to take any action under this Agreement unless
it shall first receive such advice or concurrence of the Majority Lenders or,
if otherwise specifically set forth in a provision hereof, the Required Lenders
as it deems appropriate or it shall first be indemnified to its satisfaction by
the Lenders against any and all liability and expense which may be incurred by
it by reason of taking or continuing to take any such action. The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement and the other Basic Documents in
accordance with a request of the Majority Lenders or, if otherwise specifically
set forth in a provision hereof, the Required Lenders, and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the
Lenders and all future holders of the obligations owing by the Borrower
hereunder.

9.5 Notice of Default; Other Notices. The Administrative Agent shall
not be deemed to have knowledge or notice of the occurrence of any Default or
Event of Default hereunder unless the Administrative Agent has received notice
from a Lender or the Borrower referring to this Agreement, describing such
Default or Event of Default and stating that such notice is a "notice of
default". In the event that the Administrative Agent receives such a notice,
the Administrative Agent shall promptly give notice thereof to the Lenders.
The Administrative Agent shall take such action with respect to such Default or
Event of Default as shall be reasonably directed by the Required Lenders;
provided that, unless and until the Administrative Agent shall have received
such directions, the Administrative Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such
Default or Event of Default as it shall deem advisable in the best interests of
the Lenders. When the Obligations have been paid in full and the Commitments
have been terminated, the Administrative Agent shall provide written notice
thereof to the Collateral Trustee.

9.6 Non-Reliance on Administrative Agent and Other Lenders. Each
Lender expressly acknowledges that neither the Administrative Agent nor any of
its officers, directors, employees, agents, attorneys-in-fact or Affiliates has
made any representations or warranties to it and that no act by the
Administrative Agent hereinafter taken, including any review of the affairs of
the Borrower, shall be deemed to constitute any representation or warranty by
the Administrative Agent to any Lender. Each Lender represents to the
Administrative Agent that it has, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations,

<PAGE> 61
56

property, financial and other condition and creditworthiness of the Borrower
and made its own decision to make its Loans hereunder and enter into this
Agreement. Each Lender also represents that it will, independently and without
reliance upon the Administrative Agent or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit analysis, appraisals and decisions in taking or not taking
action under this Agreement, and to make such investigation as it deems
necessary to inform itself as to the business, operations, property, financial
and other condition and creditworthiness of the Borrower. Except for notices,
reports and other documents expressly required to be furnished to the Lenders
by the Administrative Agent hereunder, the Administrative Agent shall not have
any duty or responsibility to provide any Lender with any credit or other
information concerning the business, operations, property, condition (financial
or otherwise), prospects or creditworthiness of the Borrower which may come
into the possession of the Administrative Agent or any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates.

9.7 Indemnification. The Lenders agree to indemnify the
Administrative Agent in its capacity as such (to the extent not reimbursed by
the Borrower and without limiting the obligation of the Borrower to do so),
ratably according to their respective Commitment Percentages in effect on the
date on which indemnification is sought under this subsection (or, if
indemnification is sought after the date upon which the Commitments shall have
terminated and the Loans shall have been paid in full, ratably in accordance
with their Commitment Percentages immediately prior to such date of payment in
full), from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits and reasonable costs, expenses and
disbursements of any kind whatsoever which may at any time (including, without
limitation, at any time following the payment of all amounts owing hereunder)
be imposed on, incurred by or asserted against the Administrative Agent in any
way relating to or arising out of this Agreement, the other Basic Documents or
any documents contemplated by or referred to herein or therein or the
transactions contemplated hereby or thereby or any action taken or omitted by
the Administrative Agent under or in connection with any of the foregoing;
provided that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting solely from the
Administrative Agent's gross negligence or wilful misconduct. The agreements
in this subsection shall survive the payment of the Loans and all other amounts
payable hereunder.

9.8 Administrative Agent in Its Individual Capacity. The
Administrative Agent and its Affiliates may make loans to, accept deposits
from, and generally engage in any kind of business with, the Borrower, the
Administrator or any Affiliate

<PAGE> 62
57

thereof as though the Administrative Agent were not the Administrative Agent
hereunder and under the other Basic Documents. With respect to its Loans made
or renewed by it, the Administrative Agent shall have the same rights and
powers under this Agreement and the other Basic Documents as any Lender and may
exercise the same as though it were not the Administrative Agent, and the term
"Lenders" shall include the Administrative Agent in its individual capacity.

9.9 Successor Administrative Agent. The Administrative Agent may
resign as Administrative Agent upon 30 days' notice to the Lenders. If the
Administrative Agent shall resign as Administrative Agent under this Agreement,
then the Majority Lenders shall appoint from among the Lenders willing to serve
as Administrative Agent a successor agent for the Lenders, which successor
agent shall be approved by the Borrower (which approval shall not be
unreasonably withheld), whereupon such successor agent shall succeed to the
rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall mean such successor agent effective upon its
appointment, and the former Administrative Agent's rights, powers and duties as
Administrative Agent shall be terminated, without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to
this Agreement or any holders of the obligations hereunder; provided, however,
that the Majority Lenders shall not select a successor Administrative Agent
hereunder without a confirmation by each of the Rating Agencies that such
action will not result in a withdrawal or downgrade of the current ratings of
the outstanding Commercial Paper Notes. After any retiring Administrative
Agent's resignation hereunder as Administrative Agent, the provisions of this
Section 9 shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Administrative Agent under this Agreement.

9.10 Administrative Agent's Fee. The Borrower shall pay the
Administrative Agent the agency fee set forth in the separate letter agreement
between the Administrative Agent and the Borrower. The Administrator shall be
the sole source of funds with which to pay any amounts payable by the Borrower
under this subsection 9.10.

SECTION 10. MISCELLANEOUS

10.1 Amendments and Waivers. (a) Subject to subsection 10.1(b),
neither this Agreement nor any terms hereof may be amended, waived,
supplemented, restated, discharged or terminated without the written consent of
the Administrative Agent, the Majority Lenders and the Borrower; provided, that
no such waiver and no such amendment, supplement or modification shall (i)
reduce the principal amount of any Loan, extend the maturity of any Loan or
reduce the rate or extend the time of payment of interest thereon, or reduce
the amount of any fees or

<PAGE> 63
58

commissions receivable by the Lenders hereunder, or increase the amount of any
Lender's Commitment, in each case without the consent of each Lender directly
affected thereby, (ii) reduce the percentage specified in the definition of
Required Lenders or Majority Lenders, or cancel, terminate, amend, supplement,
modify or waive this subsection or subsection 7.7(b), in each case without the
written consent of all of the Lenders, (iii) amend, modify or waive any
provision of Section 9 without the written consent of the Administrative Agent
or (iv) amend, modify or waive any provision of Section 8 or the definitions of
Retail Receivable Purchase Termination Event, Lease Receivable Purchase
Termination Event or Receivable Purchase Termination Event, in each case,
without the written consent of the Required Lenders; provided, further, that
any provision of this Agreement which by its terms requires the written consent
of all the Lenders shall not be amended, waived, supplemented, restated,
discharged or terminated without the prior written consent of all the Lenders;
and provided, further, that no amendment, waiver, supplement, restatement,
discharge or termination hereunder shall be made without a written confirmation
by each of the Rating Agencies that such action will not result in a withdrawal
or downgrade of the ratings referred to in subsection 5.3(c) of the outstanding
Commercial Paper Notes. Any such waiver and any such amendment, supplement or
modification shall apply equally to each of the Lenders and shall be binding
upon the Borrower, the Lenders, the Administrative Agent and all future holders
of the obligations owing hereunder. In the case of any waiver, the Borrower,
the Lenders and the Administrative Agent shall be restored to their former
position and rights hereunder, and any Default or Event of Default waived shall
be deemed to be cured and not continuing; but no such waiver shall extend to
any subsequent or other Default or Event of Default, or impair any right
consequent thereon.

(b) Notwithstanding anything contained herein to the contrary, NFC,
NLC, Trip, the Borrower and the Administrative Agent or the Collateral Trustee,
on behalf of the Lenders, may enter into such amendments to the Basic Documents
as the Administrator deems necessary or advisable to (i) cure any ambiguity
contained in any Basic Document or (ii) to correct or supplement any provision
contained in any Basic Document that may be defective or inconsistent with any
other such provision contained in such Basic Document; provided that no such
amendment shall be effective unless (i) the Administrator shall have delivered
to each Lender a certificate that each such amendment is necessary or advisable
to so cure any such ambiguity or to so correct or supplement any such provision
and that such amendment has no material adverse effect on the Lenders, (ii)(A)
the Administrator shall have sent a copy of each such amendment to each Lender
and each Rating Agency by hand or by overnight courier and (B) such amendment
shall not have been rejected in writing received by the Administrative Agent
within ten Business Days after the Administrator shall have so distributed such
amendment by Lenders with Voting Percentages which aggregate more

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59

than 33-1/3% and (iii) the Administrator shall have received written
confirmation by each of the Rating Agencies that such amendment will not result
in the withdrawal or downgrade of the ratings referred to in subsection 5.3(c)
of the outstanding Commercial Paper Notes. The procedures specified in this
subsection 10.1(b) for approval of amendments are in addition to the procedures
specified in subsection 10.1(a) and nothing contained in this subsection shall
limit the Administrator from seeking, at any time, the approval of the Lenders
of any amendment pursuant to subsection 10.1(a).

10.2 Notices. Except where telephonic instructions or notices are
authorized herein to be given, all notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing and, unless
otherwise expressly provided herein, shall be deemed to have been duly given or
made when delivered by hand or by overnight courier, or, in the case of
telecopy notice, when received, addressed as follows in the case of the
Borrower, the Administrative Agent and the Collateral Trustee, and as set forth
in Schedule I in the case of the other parties hereto, or to such address or
other address as may be hereafter notified by the respective parties hereto and
any future holders of the obligations owing hereunder:

The Borrower: NFC ASSET TRUST
c/o CHEMICAL BANK DELAWARE
1201 Market Street
Wilmington, Delaware 19801
Attention: Corporate Trustee Administration
Telecopy: (302) 984-4889

with a copy to: Navistar Financial Corporation
2850 West Golf Road
Rolling Meadows, Illinois 60008
Attention: General Counsel
Telecopy: (708) 734-4090

The Administrative
Agent: CHEMICAL BANK
140 East 45th Street, 29th Floor
New York, New York 10017
Attention: Sandra Miklove
Telecopy: (212) 622-0002

The Collateral
Trustee: BANKERS TRUST COMPANY
Four Albany Street
Mail Stop 5091
New York, New York 10006
Attention: Corporate Trust Department
Telecopy: (212) 250-6622

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60

provided that any notice, request or demand to or upon the Lenders or the
Administrative Agent pursuant to subsections 2.3, 2.6, 2.7 and 2.11 shall not
be effective until received.

10.3 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of any Lender or the Administrative Agent, any
right, remedy, power or privilege hereunder, and no course of dealing between
the Borrower and any Lender, shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege. The rights, remedies, powers and privileges
herein provided are cumulative and not exclusive of any rights, remedies,
powers and privileges provided by law. No notice to or demand on any party in
any case shall entitle such party to any other or further notice or demand in
similar or other circumstances, or constitute a waiver of the right of the
other party to any other or further action in any circumstances without notice
or demand.

10.4 Survival of Representations and Warranties. All representations
and warranties made by the Borrower hereunder, in any of the other Basic
Documents and in any other document, certificate or statement delivered
pursuant hereto or thereto or in connection herewith or therewith shall survive
the execution and delivery of this Agreement and the making of the Loans
hereunder.

10.5 Payment of Expenses and Taxes. (a) Subject to 10.5(c) and
subsection 10.15, the Borrower shall pay, on demand, whether or not this
Agreement becomes effective: (i) all reasonable out-of-pocket expenses of the
Administrative Agent and its Affiliates, including the reasonable fees and
disbursements of special counsel for the Administrative Agent (and local
counsel consulted by such special counsel) incurred in connection with the
negotiation, preparation, execution and delivery of the Basic Documents and the
other documents referred to herein and therein; (ii) the reasonable fees and
disbursements of counsel to each Lender incurred in connection with the
preparation, execution and delivery of the opinions referred to in subsection
5.2(c)(ii); (iii) the reasonable fees and disbursements of special counsel for
the Administrative Agent (and local counsel consulted by such special counsel)
incurred in connection with the negotiation, preparation, execution and
delivery of any waiver or amendment of, or supplement to or other modification
of, any Basic Document, or any Default or alleged Default under this Agreement
and (iv) if an Event of Default occurs, all reasonable costs and expenses of
collection (including without limitation reasonable fees and disbursements of
special counsel for the Administrative Agent and any other counsel to any
Lender, including reasonable allocated costs and expenses of staff counsel)
incident to the enforcement of, or protection or preservation of any right or
claim of the Administrative Agent,

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61

any Lender, the Owner Trustee or the Collateral Trustee under, any Basic
Document.

(b) The Borrower agrees, in addition to its obligations under
subsection 10.5(a) and without limiting the rights of the Lenders and the
Administrative Agent thereunder, to indemnify the Administrative Agent and each
Lender, their respective Affiliates and their respective directors, officers,
agents and employees of the foregoing (each, an "Indemnitee") and hold each
Indemnitee harmless from and against any and all liabilities, losses, damages,
costs (including without limitation, settlement costs) and expenses of any
kind, including, without limitation, the reasonable fees and disbursements of
counsel, which may be incurred by such Indemnitee in connection with any
investigative, administrative or judicial proceeding (whether or not such
Indemnitee shall be designated a party thereto) or other dispute brought or
threatened relating to or arising out of any Basic Document or any actual or
proposed use of proceeds of Loans under this Agreement, provided that (i) no
Indemnitee shall have the right to be indemnified under this Agreement for such
Indemnitee's own gross negligence or willful misconduct as determined by a
court of competent jurisdiction and (ii) the Borrower shall not be liable under
this subsection (b) in connection with any proceeding or related proceedings in
the same jurisdiction or any other dispute, for (A) the fees and expenses of
more than one separate firm (and one local counsel) for all the Lenders and all
Affiliates of the Lenders or (B) the fees and expenses of more than one
separate firm (and one local counsel) for the Administrative Agent (in
connection with its actions in such capacity under this Agreement) unless, in
either case, representation by the same counsel would be inappropriate due to
actual or potential differing interests.

(c) The Administrator shall be the sole source of funds with which to
pay any amounts payable by the Borrower under this subsection 10.5.

10.6 Successors and Assigns; Participation. (a) This Agreement shall
be binding upon and inure to the benefit of the Borrower, the Lenders, the
Administrative Agent, all future holders of the obligations owing hereunder and
their respective successors and assigns; provided that the Borrower shall not
assign or transfer any or all its rights and obligations hereunder without the
prior written consent of each Lender.

(b) Any Lender may, in the ordinary course of its commercial banking
or lending business and in accordance with applicable law, at any time sell to
one or more commercial banks ("Participants") participating interests in any
Loan owing to such Lender, the Commitment of such Lender or any other interest
of such Lender hereunder. In the event of any such sale by a Lender of
participating interests to a Participant, such Lender's obligations under this
Agreement to the other parties to this

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62

Agreement shall remain unchanged, such Lender shall remain solely responsible
for the performance thereof, such Lender shall remain the holder of any
obligation owing to it hereunder for all purposes under this Agreement and the
Borrower and the Administrative Agent shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. The Borrower agrees that each Participant
shall be entitled to the benefits of subsections 2.18, 2.19, 2.20, 2.21 and
10.5 with respect to its participation in the Commitment and the Loans
outstanding from time to time; provided, that no Participant shall be entitled
to receive any greater amount pursuant to such subsections than the transferor
Lender would have been entitled to receive in respect of the amount of the
participation transferred by such transferor Lender to such Participant had no
such transfer occurred; provided, further, that no Participant shall have the
right to directly enforce the Borrower's obligations under such subsections.
In the event of any such sale by a selling Lender of a participating interest
to a Participant the selling Lender shall not grant any such Participant any
voting rights or veto power over any action by the selling Lender under this
Agreement, except that the selling Lender may agree not to take any action
which would require the consent of such selling Lender under subsection
10.1(a)(i) or (ii) or 7.7(b)(ii) without the consent of such Participant.

(c) Any Lender may, in the ordinary course of its commercial banking
or lending business and in accordance with applicable law, (i) with the written
consent of the Administrative Agent (which consent shall not be unreasonably
withheld), at any time sell all or any part of its rights and obligations under
this Agreement to any Lender or any Affiliate thereof and (ii) with the written
consent of the Administrative Agent and the Borrower (which in each case shall
not be unreasonably withheld) sell to one or more additional commercial banks
party to the NFC Revolving Credit Facility ("Purchasing Lenders"), all or any
part of its rights and obligations under this Agreement pursuant to an
Assignment and Acceptance, substantially in the form of Exhibit T (an
"Assignment and Acceptance"), executed by such Purchasing Lender, such
transferor Lender (and, in the case of a Purchasing Lender that is not then a
Lender or an Affiliate thereof, by the Administrative Agent and the Borrower),
and delivered to the Administrative Agent for its acceptance and recording in
the Register; provided that (A) unless otherwise agreed to in writing by the
Administrator and the Borrower, each such sale pursuant to this subsection
10.6(c) shall be in an amount of $10,000,000 or more (or, if less, such
transferor Lender's entire Commitment), (B) such Purchasing Lender is an
Eligible Assignee, (C) such Purchasing Lender delivers to the Rating Agencies
such opinions of counsel as may be required by the Rating Agencies (at such
Purchasing Lender's expense) as to the enforceability of this Agreement against
such Purchasing Lender and (D) such Assignment and Acceptance is accompanied by
a confirmation by each Rating Agency of the

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63

ratings of the outstanding Commercial Paper. Upon such execution, delivery,
acceptance and recording, from and after the effective date determined pursuant
to such Assignment and Acceptance, (x) the Purchasing Lender thereunder shall
be a party hereto and, to the extent provided in such Assignment and
Acceptance, have the rights and obligations of a Lender hereunder with a
Commitment as set forth therein, and (y) the transferor Lender thereunder
shall, to the extent of the interest transferred, as reflected in such
Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of a Assignment and Acceptance covering all or the
remaining portion of a transferor Lender's rights and obligations under this
Agreement, such transferor Lender shall cease to be a party hereto). Such
Assignment and Acceptance shall be deemed to amend this Agreement to the
extent, and only to the extent, necessary to reflect the addition of such
Purchasing Lender and the resulting adjustment of Commitment Percentages
arising from the purchase by such Purchasing Lender of all or a portion of the
rights and obligations of such transferor Lender under this Agreement.

(d) The Administrative Agent shall maintain at its address referred
to in subsection 10.2 a copy of each Assignment and Acceptance delivered to it
and a register (the "Register") for the recordation of the names and addresses
of the Lenders and the Commitment of and the principal amount of any Loans of
each Lender from time to time. The entries in the Register shall be
conclusive, in the absence of manifest error, and the Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register as the owner of the Loan recorded therein for all
purposes of this Agreement. The Register shall be available for inspection by
the Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

(e) Upon its receipt of an Assignment and Acceptance executed by a
transferor Lender and a Purchasing Lender (and, in the case of a Purchasing
Lender that is not then a Lender or an Affiliate thereof, by the Borrower and
the Administrative Agent), together with payment to the Administrative Agent of
a registration and processing fee of $3,500, if such Purchasing Lender is not
then a Lender, the Administrative Agent shall (i) promptly accept such
Assignment and Acceptance and (ii) on the effective date determined pursuant
thereto record the information contained therein in the Register and give
notice of such acceptance and recordation to the Lenders and the Borrower.

(f) Subject to subsection 10.17, the Borrower authorizes each Lender
to disclose to any Participant or Purchasing Lender (each, a "Transferee") and
any prospective Transferee any and all financial information in such Lender's
possession which has been delivered to such Lender pursuant to this Agreement
or which has been delivered to such Lender in

<PAGE> 69
64

connection with such Lender's credit evaluation prior to becoming a party to
this Agreement.

(g) Nothing herein shall prohibit any Lender from pledging or
assigning all or any portion of the Loans to any Federal Reserve Bank in
accordance with applicable law. In order to facilitate such pledge or
assignment, the Borrower hereby agrees that, upon the request of any Lender at
any time and from time to time after the Borrower has made its initial
Borrowing hereunder, the Borrower shall provide to such Lender, at the
Borrower's expense, a promissory note, substantially in the form of Exhibit U,
evidencing the Loans made by such Lender.

10.7 Adjustments. If any Lender (a "benefitted Lender") shall at any
time receive any payment of all or part of its Loans (other than pursuant to
subsection 5.3(a)(xiii)(A) of the Collateral Trust Agreement), or interest
thereon, or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in Section 8(e) or otherwise) in a greater proportion than any such
payment to or collateral received by any other Lender, if any, in respect of
such other Lender's Loans, or interest thereon, such benefitted Lender shall
purchase for cash from the other Lenders such portion of each such other
Lender's Loan, or shall provide such other Lenders with the benefits of any
such collateral, or the proceeds thereof, as shall be necessary to cause such
benefitted Lender to share the excess payment or benefits of such collateral or
proceeds ratably with each of the Lenders; provided, however, that if all or
any portion of such excess payment or benefits is thereafter recovered from
such benefitted Lender, such purchase shall be rescinded, and the purchase
price and benefits returned, to the extent of such recovery, but without
interest.

10.8 Counterparts. This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts, and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument. A set of the copies of this Agreement signed by all the
parties shall be lodged with the Administrator and the Administrative Agent.

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

10.10 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

<PAGE> 70
65

10.11 Acknowledgements. The Borrower hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and
delivery of this Agreement and the other Basic Documents;

(b) neither the Administrative Agent nor any Lender has any fiduciary
relationship to the Borrower, and the relationship between Administrative
Agent and Lenders, on one hand, and the Borrower, on the other hand, is
solely that of debtor and creditor; and

(c) no joint venture, partnership or any other kind of entity exists
among the Lenders or among the Borrower and the Lenders.

10.12 Submission To Jurisdiction; Waivers. The Borrower hereby
irrevocably and unconditionally submits to the nonexclusive jurisdiction of the
United States District Court for the Southern District of New York and of any
court of the State of New York sitting in New York County for purposes of all
legal proceedings arising out of or relating to this Agreement or the
transactions contemplated by this Agreement. The Borrower irrevocably waives,
to the fullest extent permitted by law, any objection which it may now or
hereafter have to the laying of the venue of any such proceeding brought in
such a court and any claim that any such proceeding brought in such a court has
been brought in an inconvenient forum.

10.13 WAIVERS OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT
AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER BASIC
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

10.14 No Bankruptcy Petition. Each Lender and the Administrative
Agent, severally and not jointly, hereby covenants and agrees that prior to the
date which is one (1) year and one (1) day after the later to occur of the
Final Scheduled Maturity Date and the payment in full of all Commercial Paper
Notes, it will not institute against, or join any other Person in instituting
against, the Borrower, Trip, NLC, NFSC, the Wholesale Master Trust or the
Dealer Note Trust any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings or other similar proceeding under the laws of the
United States or any state of the United States. Nothing in this subsection
10.14 shall preclude, or be deemed to estop, any Lender or the Administrative
Agent from taking or omitting to take any action prior to such date in (i) any
case or proceeding voluntarily filed or commenced by or on behalf of the
Borrower, Trip, NLC, NFSC, the Wholesale Master Trust or the Dealer Note Trust
under or pursuant to any such law or (ii) any involuntary case or proceeding
pertaining to the Borrower, Trip, NLC, NFSC,

<PAGE> 71
66

the Wholesale Master Trust or the Dealer Note Trust which is filed or commenced
by or on behalf of a Person other than any such Lender or the Administrative
Agent (or any Person to which any such Lender or the Administrative Agent shall
have assigned, transferred or otherwise conveyed any part of the obligations of
the Borrower, Trip, NLC, NFSC, the Wholesale Master Trust or the Dealer Note
Trust hereunder) under or pursuant to any such law.

10.15 Limited Recourse. The obligations of the Borrower under this
Agreement, the Collateral Trust Agreement and all other Basic Documents are
solely the obligations of the Borrower. Except as otherwise provided in the
Basic Documents, no recourse shall be had for the payment of any amount owing
in respect of Loans or for the payment of any fee or other obligation or claim
arising out of or based upon this Agreement, the Collateral Trust Agreement or
any other Basic Document against any holder of beneficial interest of the
Borrower; provided, however, that nothing in this subsection 10.15 shall
relieve any of the foregoing Persons from any liability which such Person may
otherwise have for his or its willful misconduct. For purposes of this
subsection 10.15 the term "holder of beneficial interest" shall mean and
include such holder of beneficial interest and all Affiliates, employees,
officers, directors, stockholders and beneficial owners of such holder of
beneficial interest.

10.16 Further Assurances. The Borrower agrees to do such further
acts and things and to execute and deliver to the Administrative Agent such
additional assignments, agreements, powers and instruments, as the
Administrative Agent may require or deem advisable to carry into effect the
purposes of this Agreement and the other Basic Documents or to better assure
and confirm unto the Administrative Agent its rights, powers and remedies
hereunder.

10.17 Confidentiality. Each Lender agrees to keep confidential all
non-public information provided to it by the Borrower or any Affiliate of the
Borrower pursuant to the Basic Documents; provided that nothing herein shall
prevent any Lender from disclosing any such information (i) to the
Administrative Agent or any other Lender, (ii) to any prospective Transferee
which agrees to comply with the provisions of this subsection and executes and
delivers to the Administrator an agreement to such effect, (iii) to its
Affiliates, employees, directors, agents, attorneys, accountants and other
professional advisors in connection with the transactions contemplated by this
Agreement or any other credit arrangements between such Lender and the Borrower
or any of its Affiliates, (iv) upon the request or demand of any Governmental
Authority having jurisdiction over such Lender, (v) in response to any order of
any court or other Governmental Authority or as may otherwise be required
pursuant to any Requirement of Law, (vi) which has been publicly disclosed
other than in breach of this Agreement, or (vii) in connection with the
exercise of any remedy hereunder.

<PAGE> 72
67

10.18 Limitation of Liability. It is expressly understood and agreed
by the parties hereto that (a) this Agreement is executed and delivered by
Chemical Bank Delaware, not individually or personally but solely as trustee of
the Borrower, in the exercise of the powers and authority conferred and vested
in it, (b) each of the representations, undertakings and agreements herein made
on the part of the Borrower is made and intended not as personal
representations, undertakings and agreements by Chemical Bank Delaware but is
made and intended for the purpose for binding only the Borrower and (c) under
no circumstances shall Chemical Bank Delaware be personally liable for the
payment of any indebtedness or expenses of the Borrower or be liable for the
breach or failure of any obligation, representation, warranty or covenant made
or undertaken by the Borrower under this Agreement or the other Basic
Documents.

<PAGE> 73
68

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

NFC ASSET TRUST

By: CHEMICAL BANK DELAWARE,
not in its individual
capacity but solely as
Owner Trustee

By: /s/ John Cashin
-----------------------------
Title: Senior Trust Officer

CHEMICAL BANK, as Lender and
Administrative Agent

By: /s/ Karen M. Sager
------------------------------
Title: Vice President

<PAGE> 74

SCHEDULE I to the
Liquidity Agreement

<TABLE>
<CAPTION>
Lender Commitment
- ------ ----------
<S> <C>
CHEMICAL BANK $30,312,500
270 Park Avenue
New York, New York 10017
Attention: Karen Sager
Telecopy: (212) 972-9854

BANK OF AMERICA ILLINOIS $30,312,500
231 South LaSalle Street
Chicago, Illinois 60697
Attention: Marianne Mihalik
Telecopy: (312) 828-7855

THE BANK OF NOVA SCOTIA $30,312,500
181 West Madison, Suite 3700
Chicago, Illinois 60602
Attention: Al Spurgin
Telecopy: (312) 201-4108

MORGAN GUARANTY TRUST COMPANY $30,312,500
OF NEW YORK
60 Wall Street
New York, New York 10260-0060
Attention: Charles King
Telecopy: (212) 648-5336

THE BANK OF NEW YORK $18,750,000
One Wall Street
19th Floor
New York, New York 10286
Attention: Charlotte Sohn
Telecopy: (212) 635-1208

BANK OF MONTREAL $12,500,000
115 South LaSalle Street
12th Floor
Chicago, Illinois 60603
Attention: Marc Heyden
Telecopy: (312) 750-6057

MELLON BANK, N.A. $18,750,000
55 West Monroe, Suite 2600
Chicago, Illinois 60603
Attention: Laurel L. Larson
Telecopy: (312) 357-3414

</TABLE>

<PAGE> 75
2
<TABLE>
<CAPTION>
Lender Commitment
- ------ ----------
<S> <C>
THE FIRST NATIONAL BANK OF CHICAGO $18,750,000
One First National Plaza
Suite 0088, 14th Floor
Chicago, Illinois 60670
Attention: William R. Madden
Telecopy: (312) 732-5161

CREDIT SUISSE $12,500,000
12 East 49th Street
New York, New York 10017
Attention: Russ Castrogiovanni
Telecopy: (212) 238-5332

THE FUJI BANK, LIMITED $12,500,000
225 West Wacker Drive
Suite 2000
Chicago, Illinois 60606
Attention: Gordon Mark
Telecopy: (312) 621-0539

BAYERISCHE VEREINSBANK A.G. $10,000,000
335 Madison Avenue
19th Floor
New York, New York 10017
Attention: Ray White
Telecopy: (212) 210-0354

THE BOATMEN'S NATIONAL BANK OF $ 6,250,000
ST. LOUIS
1 Boatmen's Plaza
800 Market Street
St. Louis, Missouri 63101
Attention: Robert S. Holmes, Jr.
Telecopy: (314) 466-6499

NATIONSBANK OF NORTH CAROLINA, N.A. $18,750,000
71 West Madison Street, Suite 5300
Chicago, Illinois 60602
Attention: Matthew Walters
Telecopy: (312) 372-9194

THE NORTHERN TRUST COMPANY $18,750,000
50 South LaSalle Street
Chicago, Illinois 60675
Attention: J. Mark Berry
Telecopy: (312) 630-1566

</TABLE>

<PAGE> 76
3
<TABLE>
<CAPTION>
Lender Commitment
- ------ ----------
<S> <C>
SWISS BANK CORPORATION, $12,500,000
NEW YORK BRANCH
222 Broadway
New York, New York 10038
Attention: Donald Lucardi
Telecopy: (212) 574-4131

ROYAL BANK OF CANADA $18,750,000
One North Franklin, Suite 700
Chicago, Illinois 60606
Attention: Holly Spencer-Kaczmarczyk
Telecopy: (312) 551-0805
</TABLE>

<PAGE> 77
SCHEDULE II to the
Liquidity Agreement

<TABLE>
<CAPTION>
Participation Fee
Lender's Initial Commitment Percentage
- --------------------------- -----------------
<S> <C>
Less than $12,500,000 .075%

Greater than or equal to $12,500,000 but less than
$18,750,000 .10%

Greater than or equal to $18,750,000 but less than
$31,250,000 .125%

Greater than or equal to $31,250,000 .15%
</TABLE>

<PAGE> 1

EXHIBIT 4.3

APPENDIX A
to Liquidity Agreement

DEFINITIONS

Whenever used in the Liquidity Agreement or any of the other Basic
Documents, the following terms shall have the following meanings, unless
otherwise defined therein:

"ABR Loans" shall mean Loans the rate of interest applicable to which is
based upon the Alternate Base Rate.

"Accrual Period" shall mean the period from and including a Settlement Date
(or, in the case of the initial Accrual Period, the Initial Funding Date or,
in the case of the initial Accrual Period with respect to any Trust
Certificates, the Issuance Date or the Additional Issuance Date, as the case
may be) to but excluding the succeeding Settlement Date.

"Addendum" shall mean an addendum to the Liquidity Agreement, substantially
in the form of Exhibit A to the Liquidity Agreement.

"Additional Administration Fee" shall mean, with respect to any Settlement
Date, an amount equal to the amount payable to the Administrator pursuant to
subsection 5.3(a)(vi)(O) of the Collateral Trust Agreement on such Settlement
Date.

"Additional Issuance Date" shall have the meaning set forth in subsection
3.11 of the Trust Agreement.

"Administration Agreement" shall mean the Administration Agreement, between
the Trust and the Administrator, substantially in the form of Exhibit C to
the Liquidity Agreement, as the same may from time to time be amended,
supplemented or modified.

"Administration Fee" shall mean, with respect to a Settlement Date, the
product of one-twelfth of .25% and the average Trust Asset Balance during the
immediately preceding Monthly Period.

"Administrative Agent" shall mean Chemical, in its capacity as
administrative agent for the Lenders under the Liquidity Agreement, and any
successor or assign in such capacity.

"Administrative Purchase Payment" shall mean, with respect to a Settlement
Date and an Administrative Receivable purchased as of the last day of the
immediately

<PAGE> 2
2

preceding Monthly Period, the Contract Value thereof as of such
date.

"Administrative Purchaser" shall mean either the Trust Servicer pursuant to
Section 2.07 of the Trust Servicing Agreement or the Trip Servicer pursuant
to Section 2.07 of the Trip Servicing Agreement.

"Administrative Receivable" shall mean a Program Receivable which the
Administrative Purchaser has become obligated to purchase pursuant to Section
2.07 of the Trust Servicing Agreement or Section 2.07 of the Trip Servicing
Agreement.

"Administrator" shall mean NFC, in its capacity as Administrator under the
Administration Agreement, and any successor or assign in such capacity.

"Administrator Default" shall have the meaning set forth in subsection
6.2(b) of the Administration Agreement.

"Advance" shall mean each advance made by the Administrator pursuant to
subsection 2.5(d) of the Administration Agreement or by the Depositary
pursuant to Section 2(b) of the Depositary Agreement.

"Affiliate" shall mean, as to any Person, any other Person (other than a
Subsidiary) which, directly or indirectly, is in control of, is controlled
by, or is under common control with, such Person. For purposes of this
definition, "control" of a Person means the power, directly or indirectly,
either to (i) vote 10% or more of the securities having ordinary voting power
for the election of directors of such Person or (ii) direct or cause the
direction of the management and policies of such Person, whether by contract
or otherwise.

"Aggregate Commitment" shall mean at any time the sum of the Commitments at
such time of all Lenders (other than, after its Expiry Date, any
Non-Extending Lender).

"Aggregate OTC Amount" shall mean the aggregate outstanding certificate
balance of the Trust Certificates.

"Agreement" shall mean when used in any Basic Document (unless otherwise
defined therein), such Basic Document, as the same may from time to time be
amended, supplemented or otherwise modified.

"Alternate Base Rate" or "ABR" shall mean for any day a rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greatest
of:

(i) the Prime Rate in effect on such day;

<PAGE> 3

(ii) the Base CD Rate in effect on such day plus 1%; and

(iii) the Federal Funds Effective Rate in effect on such day plus 1/2
of 1%.

For purposes of this definition, the following terms have the following
meanings:

"Prime Rate" shall mean the rate of interest per annum publicly
announced from time to time by the Administrative Agent as its prime
rate in effect at its principal office in New York City. The Prime
Rate is not intended to be the lowest rate of interest charged by
the Administrative Agent in connection with extensions of credit to
debtors.

"Base CD Rate" shall mean the sum of (i) the product of (A) the
Three-Month Secondary CD Rate and (B) a fraction, the numerator of
which is one and the denominator of which is one minus the CD
Reserve Percentage and (ii) the CD Assessment Rate.

"CD Assessment Rate" shall mean for any day as applied to any
calculation of the Base CD Rate, the annual assessment rate (rounded
upwards, if necessary, to the next 1/100 of 1%) in effect on such
day which is payable by a member of the Bank Insurance Fund
maintained by the FDIC classified as well-capitalized and within
supervisory subgroup "B" (or a comparable successor assessment risk
classification) within the meaning of 12 C.F.R. Section 327.3(d)
(or any successor provision) to the FDIC (or any successor) for the
FDIC's (or such successor's) insuring time deposits at offices of
such institution in the United States.

"CD Reserve Percentage" shall mean for any day as applied to
any calculation of the Base CD Rate, that percentage (expressed as a
decimal) which is in effect on such day, as prescribed by the Board
for determining the maximum reserve requirement for a Depositary
Institution (as defined in Regulation D of the Board) in respect of
new non-personal time deposits in Dollars having a maturity of 30
days or more.

"Three-Month Secondary CD Rate" shall mean for any day the
secondary market rate for three-month certificates of deposit
reported as being in effect on such day (or, if such day is not a
Business Day, the next preceding Business Day) by the Board through
the public information telephone line of the Federal Reserve Bank of
New York (which rate will, under the current practices of the Board,
be published in Federal Reserve Statistical Release H.15(519) during
the week
<PAGE> 4
4

following such day), or, if such rate is not so reported, the
average (rounded upwards to the nearest 1/100 of 1%) of the
secondary market quotations for three-month certificates of deposit
of major money center banks in New York City received at
approximately 10:00 a.m., New York City time, on such day or on the
next preceding Business Day by the Administrative Agent from three
New York City negotiable certificate of deposit dealers of
recognized standing selected by it.

If for any reason the Administrative Agent shall have determined
(which determination shall be conclusive absent manifest error) that
it is unable to ascertain the Federal Funds Effective Rate or the Base
CD Rate for any reason, including the inability or failure of the
Administrative Agent to obtain sufficient quotations in accordance
with the terms thereof, the Alternate Base Rate shall be determined
without regard to clause (ii) or (iii) above, or both, as appropriate,
until the circumstances giving rise to such inability no longer exist.
Any change in the Alternate Base Rate due to a change in the Prime
Rate, the Three-Month Secondary CD Rate or the Federal Funds Effective
Rate shall be effective as of the opening of business on the effective
day of such change in the Prime Rate, the Three-Month Secondary CD
Rate or the Federal Funds Effective Rate, respectively.

"Amortization Event" means the occurrence of any of the
following events:

(i) the occurrence of an "Amortization Event" under the Dealer
Note Trust Pooling and Servicing Agreement;

(ii) failure on the part of NFSC (i) to make any payment or
deposit required under the Wholesale Pooling and Servicing Agreement
(or within five business days thereafter) or (ii) to observe or
perform in any material respect any other material covenants or
agreements of NFSC contained therein, which failure has a material
adverse effect on the holder of the Trust Wholesale Certificate and
which continues unremedied for a period of 30 days after written
notice of such failure shall have been given to NFSC;

(iii) any representation or warranty made by NFSC pursuant to
the Wholesale Pooling and Servicing Agreement or any information
contained in any schedule of Dealer Notes delivered thereunder (or
any supplement thereto) shall prove to have been incorrect in any
material respect when made or when delivered, which representation,
warranty or schedule, or the circumstances or condition that caused
such representation, warranty or schedule to be incorrect,
<PAGE> 5
5

has a material adverse effect on the holder of the Trust Wholesale
Certificate and continues to be incorrect in any material respect
for a period of 30 days after written notice of such incorrectness,
requiring the same to be remedied, shall have been given to NFSC;

(iv) an Insolvency Event occurs with respect to any of NFSC,
NFC, NITC or NIC;

(v) on or after the 1990 Trust Termination Date, NFSC becomes
legally unable for any reason to transfer Dealer Notes to the
Wholesale Master Trust in accordance with the provisions of the
Wholesale Pooling and Servicing Agreement;

(vi) the percentage of all securities issued by the Wholesale
Master Trust that are subordinated in right of payment to the Trust
Wholesale Certificate is reduced by more than 12.9% from the
percentage of all securities issued by the Wholesale Master Trust
that were subordinated in right of payment to the Trust Wholesale
Certificate on the date the Trust Wholesale Certificate was acquired
by the Borrower;

(vii) the Wholesale Master Trust becomes an "investment
company" within the meaning of the Investment Company Act of 1940,
as amended, and shall not be exempt from compliance with such Act;

(viii) any Wholesale Servicer Termination Event shall occur
which would have or, would reasonably be expected to have, a
material adverse effect on the holder of the Trust Wholesale
Certificate;

(ix) at the end of any Monthly Period the seller interest in
the Wholesale Master Trust retained by NFSC is less than the minimum
seller interest required by the provisions of the Wholesale Pooling
and Servicing Agreement and NFSC has failed to assign additional
Dealer Notes, cash or marketable securities to the Dealer Note Trust
or the Wholesale Master Trust, as the case may be, in the amount of
such deficiency within ten Business Days following the end of such
Monthly Period;

(x) after the 1990 Trust Termination Date, the Average
Coverage Differential shall be equal to or less than negative two
percent (-2%) on each of three consecutive Wholesale Determination
Dates;

(xi) after the 1990 Trust Termination Date, on any Wholesale
Determination Date, Turnover is less than 1.7;

<PAGE> 6
6

(xii) after the 1990 Trust Termination Date, on any Wholesale
Determination Date, the quotient of (i) the sum of the aggregate
face amount of all Dealer Notes written off as uncollectible during
the preceding six Monthly Periods less recoveries for such six
Monthly Periods and (ii) the sum of Dealer Note Principal
Collections for such six months, is greater than or equal to 1%; or

(xiii) after the 1990 Trust Termination Date, failure on the
part of NITC to make a required deposit in respect of interest
credits in the interest deposit account on or before the date
occurring five Business Days after the date such deposit is required
to be made.

"Annual Percentage Rate" or "APR" of a Receivable shall mean
(i) with respect to a Retail Receivable, the annual rate of finance
charges stated in the related Contract and (ii) with respect to a
Lease Receivable, the annual rate of finance charges used in
calculating the periodic rental payment stated in the related Vehicle
Lease.

"Applicable Lending Office" shall mean, with respect to any
Lender, (i) in the case of its ABR Loans, its Domestic Lending Office
and (ii) in the case of its Eurodollar Loans, its Eurodollar Lending
Office.

"Applicable Margin" shall mean, with respect to any Eurodollar
Loan, (A) on any date when the aggregate principal amount of the Loans
outstanding is less than or equal to 33% of the Aggregate Commitment,
the rate per annum equal to .625% and (B) on any date when the
aggregate principal amount of the Loans outstanding is greater than
33% of the Aggregate Commitment, the rate per annum equal to .75%.

"Applicable OTC Margin" shall mean, with respect to any Trust
Certificate, the rate per annum identified in the Certificate Purchase
Agreement relating to such Trust Certificate.

"Assignment" shall mean an assignment substantially in the
form of Exhibit A to the Receivables Purchase Agreement, as such form
may be amended, supplemented or otherwise modified from time to time.

"Assignment and Acceptance" shall mean an assignment and
acceptance substantially in the form of Exhibit U to the Liquidity
Agreement, as such form may be amended, supplemented or otherwise
modified from time to time.

"Available Commitment" shall mean, as to any Lender at any
time, an amount equal to the excess, if any, of (i) the
<PAGE> 7
7

amount of such Lender's Commitment over (ii) the aggregate principal
amount of all Loans made by such Lender then outstanding.

"Average Coverage Differential" shall mean, on any Wholesale
Determination Date, an amount equal to the quotient of the sum of the
three highest Coverage Differentials for the four Monthly Periods
preceding such date divided by three.

"Balloon Receivable" shall mean either a Receivable that
provides for a larger principal payment on the final payment date for
such Receivable or a Lease Receivable.

"Balloon Receivable Amount" shall mean as of any date of
determination, an amount equal to the aggregate Contract Value of all
Eligible Program Receivables as of such date that are Balloon
Receivables (after giving effect to any changes in the Program
Receivables as of such date).

"Balloon Receivable Limit" shall mean, as of any date of
determination, an amount equal to 25% of the Program Pool Balance as
of such date.

"Balloon Receivable Trust Amount" shall mean, with respect to
any Trust Pool, an amount equal to the aggregate Contract Value of all
Eligible Trust Receivables in such Trust Pool as of the Purchase
Cutoff Date with respect to such Trust Pool that are Balloon
Receivables.

"Balloon Receivable Trust Limit" shall mean, with respect to
any Trust Pool, an amount equal to 25% of the Initial Trust Pool
Balance with respect to such Trust Pool.

"Basic Documents" shall mean the Retail Receivables Purchase
Agreement, the Retail Assignments, the Revolving Note, the
Intercompany Agreement, each Retail Receivable Purchase Date Schedule,
the Lease Receivables Purchase Agreement, the Lease Assignments, each
Lease Receivable Purchase Date Schedule, the Trip Servicing Agreement,
the Financing Loan and Security Agreement, the Financing Note, the
Trip Interest Rate Caps, each Trip Interest Rate Cap Assignment, the
Trust Agreement, the Receivables Purchase Agreement, the Assignments,
each Schedule of Trust Receivables, the Trust Servicing Agreement, the
Wholesale Purchase Agreement, the Trust Interest Rate Caps, each Trust
Interest Rate Cap Assignment, the Administration Agreement, the
Liquidity Agreement, the Collateral Trust Agreement, the Commercial
Paper Notes, the Commercial Paper Dealer Agreements, the Certificate
Purchase Agreements and the Depositary Agreement, in each case, to the
extent previously delivered.
<PAGE> 8
8

"Benefit Plan" shall have the meaning set forth in subsection
12.9 of the Trust Agreement.

"Board" shall mean the Board of Governors of the Federal
Reserve System (or any successor thereto).

"Borrower" shall mean the Trust.

"Borrower Incumbency Certificate" shall have the meaning set
forth in subsection 3.2(a) of the Collateral Trust Agreement.

"Borrower Representative" shall have the meaning set forth in
subsection 3.2(a) of the Collateral Trust Agreement.

"Borrowing" shall mean the incurrence of Loans of a single
Type on a single date and as to which a single Interest Period is in
effect.

"Borrowing Base" shall mean, on any date of determination, the
excess, if any, of (i) the product of (A) the Non-OTC Percentage on
such date and (B) the sum of (x) the Trust Asset Balance on such date
and (y) the Trust Accrued Yield on such date over (ii) the Principal
Reduction Amount on such date.

"Borrowing Date" shall mean any day specified in a notice
complying with the requirements of subsection 2.3, 2.6 or 2.7(c) of
the Liquidity Agreement as a date on which the Borrower requests the
Lenders to make Loans.

"Business Day" shall mean any day other than a Saturday, a
Sunday or any other day on which banking institutions in New York, New
York or Chicago, Illinois are authorized or required by law to close.

"Certificate Distribution Account" shall have the meaning set
forth in subsection 5.1(a) of the Trust Agreement.

"Certificate of Trust" shall mean the Certificate of Trust in
the form of Exhibit B to the Trust Agreement to be filed for the Trust
pursuant to Section 3810(a) of the Trust Statute.

"Certificate Purchase Agreement" shall mean an agreement among
the Depositor and one or more Certificateholders with respect to the
issuance and sale of Trust Certificates to such Certificateholders.

"Certificate Register" and "Certificate Registrar" shall mean
the register mentioned and the registrar appointed pursuant to
subsection 3.4 of the Trust Agreement.
<PAGE> 9
9

"Certificate Reserve Account" shall have the meaning set forth
in subsection 5.8 of the Collateral Trust Agreement.

"Certificate Reserve Amount" shall mean, for any Settlement
Date, an amount equal to the aggregate Interest Amounts with respect
to all Trust Certificates with respect to the next succeeding
Settlement Date.

"Certificateholder" shall mean a Person in whose name a Trust
Certificate is registered in the Certificate Register.

"Change in Law" shall have the meaning set forth in subsection
6.5 of the Trust Agreement.

"Change in Trip Borrowing Base" shall mean (i) the purchase of
Lease Receivables by Trip pursuant to the Lease Receivables Purchase
Agreement on any Lease Receivables Purchase Date, (ii) the purchase of
Retail Receivables by Trip pursuant to the Retail Receivables Purchase
Agreement on any Retail Receivable Purchase Date or (iii) the release
of Trip Receivables from the Lien of the Financing and Security
Agreement in accordance with subsection 5.4 of the Financing Loan and
Security Agreement on any date.

"Chemical" shall mean Chemical Bank.

"Co-Arrangers" shall mean each Lender listed on Schedule I to
the Liquidity Agreement as a Co-Arranger, each in its capacity as a
Co-Arranger for the Lenders under the Liquidity Agreement.

"Code" shall mean the Internal Revenue Code of 1986, as
amended, and Treasury Regulations promulgated thereunder.

"Collateral" shall mean the "Assigned Collateral" as such term
is defined in subsection 4.1 of the Collateral Trust Agreement.

"Collateral Account" shall have the meaning set forth in
subsection 5.1 of the Collateral Trust Agreement.

"Collateral Trust Agreement" shall mean the Collateral Trust
Agreement, between the Borrower and the Collateral Trustee,
substantially in the form of Exhibit B to the Liquidity Agreement, as
the same may from time to time be amended, supplemented or otherwise
modified.

"Collateral Trust Estate" shall have the meaning set forth in
the Collateral Trust Agreement.

"Collateral Trustee" shall mean Bankers Trust Company, not in
its individual capacity but solely as Collateral
<PAGE> 10
10

Trustee under the Collateral Trust Agreement and its successors and
assigns in such capacity.

"Collection Subaccount" shall have the meaning set forth in
subsection 5.1 of the Collateral Trust Agreement.

"Collections" shall mean the sum of (i) Wholesale Collections,
(ii) all payments on the Program Receivables made by or on behalf of
Obligors, including, without limitation, Liquidation Proceeds and
(iii) all Warranty Payments, Administrative Purchase Payments,
Permitted Transfer Payments and Optional Purchase Payments deposited
in the Collateral Account.

"Combined Six-Month Net Loss Percentage" shall mean, for any
Monthly Period, the percentage equivalent of a fraction, the numerator
of which is equal to Combined Six-Month Net Losses for that Monthly
Period and the denominator of which is equal to Six-Month
Liquidations for that Monthly Period minus Combined Six-Month Net
Losses for that Monthly Period.

"Combined Six-Month Net Losses" shall mean, for any Monthly
Period, for all Receivables in the NFC Portfolio written off during
that Monthly Period and the five Monthly Periods preceding that
Monthly Period, the sum of (A) the unpaid principal plus accrued and
unpaid interest at the time of repossession of the truck(s), bus(es)
or trailer(s) securing all such written off Receivables, net of all
recoveries with respect to such Receivables and (B) the net losses of
NITC (determined on the basis of NITC's normal practice) on the NFC
Portfolio.

"Combined Three-Month Net Loss Percentage" shall mean, for any
Monthly Period, the percentage equivalent of a fraction, the numerator
of which is equal to Combined Three-Month Net Losses for that Monthly
Period and the denominator of which is equal to Three-Month
Liquidations for that Monthly Period minus Combined Three-Month Net
Losses for that Monthly Period.

"Combined Three-Month Net Losses" shall mean, for any Monthly
Period, for all Receivables in the NFC Portfolio written off during
that Monthly Period and the two Monthly Periods preceding that Monthly
Period, the sum of (A) the unpaid principal plus accrued and unpaid
interest at the time of repossession of the truck(s), bus(es) or
trailer(s) securing all such written off Receivables, net of all
recoveries with respect to such Receivables and (B) the net losses of
NITC (determined on the basis of NITC's normal practice) on the NFC
Portfolio.

"Combined Twelve-Month Net Loss Percentage" shall mean, for
any Monthly Period, the percentage equivalent of a
<PAGE> 11
11

fraction, the numerator of which is equal to Combined Twelve-Month Net
Losses for that Monthly Period and the denominator of which is equal
to Twelve-Month Liquidations for that Monthly Period minus Combined
Twelve-Month Net Losses for that Monthly Period.

"Combined Twelve-Month Net Losses" shall mean, for any Monthly
Period, for all Receivables in the NFC Portfolio written off during
that Monthly Period and the eleven Monthly Periods preceding that
Monthly Period, the sum of (A) the unpaid principal plus accrued and
unpaid interest at the time of repossession of the truck(s), bus(es)
or trailer(s) securing all such written off Receivables, net of all
recoveries with respect to such Receivables and (B) the net losses of
NITC (determined on the basis of NITC's normal practice) on the NFC
Portfolio.

"Commercial Paper" or "Commercial Paper Notes" shall mean any
note issued or to be issued by the Trust pursuant to the Depositary
Agreement, substantially in the form of Exhibit A or B thereto;
provided, to the extent set forth in the Administration Agreement and
the Depositary Agreement, respectively, Advances made by the
Administrator or the Depositary shall constitute Commercial Paper.

"Commercial Paper Account" shall have the meaning set forth in
Section 2 of the Depositary Agreement.

"Commercial Paper Dealer" shall mean, initially, BA
Securities, Inc., and thereafter each person appointed by the Trust,
as its commercial paper dealer.

"Commercial Paper Dealer Agreement" shall mean each agreement
between a Commercial Paper Dealer and the Trust providing for the sale
of Commercial Paper Notes, in form and substance reasonably
satisfactory to the Administrative Agent, as the same may from time to
time be amended, supplemented or otherwise modified.

"Commercial Paper Deficit" shall have the meaning set forth in
subsection 2.7(a) of the Liquidity Agreement.

"Commercial Paper Memorandum" shall mean the information
memorandum initially prepared by the Commercial Paper Dealer, as the
same may be amended, supplemented or otherwise modified from time to
time.

"Commitment" shall mean, with respect to any Lender, the
obligation of such Lender to make Loans to the Borrower under the
Liquidity Agreement in an aggregate principal amount at any one time
outstanding not to exceed the amount set forth opposite such Lender's
name on Schedule I to the Liquidity Agreement, as such amount may be
increased or
<PAGE> 12
12

reduced from time to time in accordance with the terms of the
Liquidity Agreement.

"Commitment Fee" shall have the meaning set forth in
subsection 2.9 of the Liquidity Agreement.

"Commitment Percentage" shall mean, as to any Lender at any
time, the percentage which such Lender's Commitment then constitutes
of the Aggregate Commitment (or, at any time after all Commitments
have expired or terminated, the percentage which the aggregate
principal amount of such Lender's Loans then outstanding constitutes
of the aggregate principal amount of the Loans then outstanding).

"Commonly Controlled Entity" shall mean, with respect to a
Person, an entity, whether or not incorporated, which is under common
control with such Person within the meaning of Section 4001 of ERISA
or is part of a group which includes such Person and which is treated
as a single employer under Section 414 of the Code.

"Contract" shall mean, (i) with respect to a Retail
Receivable, the related Retail Note and (ii) with respect to a Lease
Receivable, the related Vehicle Lease.

"Contractual Obligation" shall mean, as to any Person, any
provision of any security issued by such Person or any agreement,
instrument or other undertaking to which such Person is a party or by
which it or any of its property is bound.

"Contract Value" shall mean of any Receivable as of any date
of determination, the excess of (i) the Gross Balance of such
Receivable as of such date over (ii) the Unearned Income with respect
to such Receivable as of such date; provided, however, that the
Contract Value of a Liquidating Receivable shall be zero.

"Contract Value Decline" shall mean, for any Receivable for
any Settlement Date, the amount (not less than zero) equal to (i) the
Contract Value of such Receivable as of the last day of the Monthly
Period preceding the Monthly Period immediately preceding such
Settlement Date (or, if such Receivable became a Program Receivable
after the last day of such Monthly Period, the Contract Value thereof
as of the Purchase Cutoff Date with respect to such Receivable) less
(ii) the Contract Value of such Receivable as of the last day of the
Monthly Period immediately preceding such Settlement Date.

"Corporate Trust Office" shall mean, with respect to (i) the
Owner Trustee, the principal corporate trust office of the Owner
Trustee located at 1201 Market Street, Wilmington, Delaware 19801, or
at such other address as the
<PAGE> 13
13

Owner Trustee may designate by notice to the Certificateholders and
the Depositor, or the principal corporate trust office of any
successor Owner Trustee (the address of which the successor Owner
Trustee will notify the Certificateholders and the Depositor) or (ii)
the Collateral Trustee, the principal corporate trust office of the
Collateral Trustee located at Four Albany Street, New York, New York
10006, or at such other address as the Collateral Trustee may
designate by notice to the Administrative Agent, the Administrator and
the Owner Trustee.

"Counterparty" shall mean a Person who is a party to a Trip
Interest Rate Cap with Trip or a Trust Interest Rate Cap with the
Trust.

"Coverage Differential" shall mean for any Monthly Period an
amount equal to the excess, if any, of (i) the product of (A) the
quotient of (1) the interest or finance charges received in respect of
the assets of the Wholesale Master Trust (including NITC credits) and
(2) the daily average amount of the assets of the Wholesale Master
Trust outstanding during such Monthly Period and (B) 12 over (ii) the
sum of (A) the weighted average interest rate on the outstanding
Wholesale Certificates and (B) 1%.

"CP Advance" shall have the meaning set forth in subsection
2.5(d) of the Administration Agreement.

"Credit and Collection Policy" (i) with respect to the Retail
Receivables, shall have the meaning set forth in Section 5.06 of the
Retail Receivables Purchase Agreement, as the same may be modified
from time to time in accordance with Section 5.06 of the Retail
Receivables Purchase Agreement and (ii) with respect to the Lease
Receivables, shall have the meaning set forth in Section 5.06 of the
Lease Receivables Purchase Agreement, as the same may be modified from
time to time in accordance with Section 5.06 of the Lease Receivables
Purchase Agreement.

"Credit Utilization" shall mean the issuance by the Borrower
of Commercial Paper or the making of a Revolving Loan by any Lender or
the making of any Non-Pro Rata Reserve Account Loan by any Lender
(other than the initial Non-Pro Rata Reserve Account Loans of such
Lender).

"Credits Outstanding" shall mean, as of the close of business
on any day, (1) the Principal Component of all outstanding Commercial
Paper, plus (2) the aggregate principal amount of outstanding Loans,
minus (3) all funds then on deposit in the Principal Subaccount, the
Reserve Account and the Non-Pro Rata Funding Account, except to the
extent that such funds are then subject to any writ, order, stay,
judgment, warrant of attachment or execution or similar process.
<PAGE> 14
14

"Daily Principal Utilization Amount" shall mean for any
Business Day the sum of (i) the amount to be paid in respect of
Commercial Paper maturing on such Business Day (after application of
amounts retained in the Commercial Paper Account to repay maturing
Commercial Paper and amounts to be applied from the Non-Pro Rata
Funding Account), (ii) the amount of principal on the Loans to be paid
in accordance with the Liquidity Agreement on such Business Day, (iii)
the amount of the purchase price of the Trust Wholesale Certificate to
be paid pursuant to the Wholesale Purchase Agreement on such Business
Day, (iv) the amount of any Wholesale Certificate Advance to be made
on such Business Day, (v) the amount of the initial Financing Loan
Principal Amount or any increase in the Financing Loan Principal
Amount, as the case may be, to be made in accordance with the
Financing Loan and Security Agreement on such Business Day, (vi) the
amount of any Receivable Purchase Price to be paid in accordance with
Section 2.02 of the Receivables Purchase Agreement on such Business
Day (other than any portion thereof applied to reduce the Financing
Loan Principal Amount) and (vii) if such Business Day is a Settlement
Date on which the Aggregate OTC Amount is being reduced pursuant to
subsection 5.5 of the Trust Agreement, the amount of such reduction.

"Dealer" shall mean (i) a Person with whom NITC has a valid
dealer sales/maintenance agreement to sell Navistar Vehicles, (ii) a
truck, bus or trailer equipment manufacturer to whom NITC sells
vehicles pursuant to a valid agreement or (iii) a Person with whom NFC
has a valid agreement to extend new or used truck floor plan terms.

"Dealer Agreement" shall mean (i) a dealer sales/maintenance
agreement with NITC to sell Navistar Vehicles, (ii) an agreement
between a truck, bus or trailer equipment manufacturer and NITC to
sell vehicles or (iii) an agreement between NFC and a Person to extend
new or used truck floor plan terms.

"Dealer Liability" shall mean, with respect to any Program
Receivable, all rights, claims and actions of NFC against the Dealer
which originated such Receivable or which sold the Vehicle[s] which
gave rise to such Receivable and any successor Dealer for recourse or
reimbursement of any losses, costs or expenses arising as a result of
a default by the Obligor on such Receivable.

"Dealer Note" shall mean a promissory note acquired by NFC to
finance (i) a Navistar Vehicle or an OEM Vehicle purchased by a Dealer
or (ii) a used medium or heavy duty truck or a new or used trailer for
which NFC chooses to provide financing to a Dealer, sold by NFC to
NFSC and transferred by NFSC to the Dealer Note Trust or the Wholesale
Master Trust, as the case may be.
<PAGE> 15
15

"Dealer Note Principal Collections" shall mean, with respect
to any Monthly Period, the sum of (i) the aggregate principal amount
of proceeds of maturing investment securities in the Dealer Note Trust
or the Wholesale Master Trust, as the case may be, during such Monthly
Period, (ii) all cash payments, including insurance proceeds, if any,
received by the Wholesale Servicer from Persons other than NFC in
respect of repayment of principal of the Dealer Notes at one of its
administrative units charged with processing funds and recording them
in the Wholesale Servicer's records, in the form of cash, checks, wire
transfers or other forms of payment in accordance with the Dealer
Agreement in effect from time to time, (ii) all cash payments made by
NFC or NITC in respect of non-cash proceeds received from Dealers or
credits granted to Dealers by NITC with respect to the repayment of
principal of the Dealer Notes and (iii) recoveries made by the
Wholesale Servicer allocable to the Dealer Notes, in each case during
such Monthly Period.

"Dealer Note Trust" shall mean the Dealer Note Trust 1990
created pursuant to the Dealer Note Trust Pooling and Servicing
Agreement.

"Dealer Note Trust Pooling and Servicing Agreement" shall mean
the Pooling and Servicing Agreement dated as of December 1, 1990,
among NFC, NFSC and Chemical Bank, as successor to Manufacturers
Hanover Trust Company, as trustee, as amended pursuant to Amendment
No. 1 thereto dated as of May 26, 1993.

"Default" shall mean any of the events specified in Section 8
of the Liquidity Agreement, whether or not any requirement for the
giving of notice, the lapse of time, or both, or any other condition,
has been satisfied.

"Default Interest" shall mean any interest payable by the
Borrower pursuant to subsection 2.13(c) of the Liquidity Agreement in
excess of the amount that would otherwise have been payable pursuant
subsection 2.13(a) or 2.13(b), as the case may be, of the Liquidity
Agreement.

"Defaulted Receivable" shall mean any Receivable as to which
any related Scheduled Payment is at more than 180 days' overdue.

"Delinquency Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent of a fraction, the numerator
of which is equal to the aggregate Contract Value of all Receivables
in the NFC Portfolio which are 61 days or more past due as of the last
day of such Monthly Period and the denominator of which is equal to
the aggregate Contract Value of all Receivables in the NFC Portfolio
as of the last day of such Monthly Period.
<PAGE> 16
16

"Delivery" shall mean, for any Designated Account Property:

(i) with respect to bankers' acceptances, commercial
paper, negotiable certificates of deposit and other
obligations that constitute "instruments" within the meaning
of Section 9-105(1)(i) of the UCC and are susceptible of
physical delivery, transfer thereof to the Collateral Trustee
or its nominee or custodian by physical delivery to the
Collateral Trustee or its nominee or custodian endorsed to, or
registered in the name of, the Collateral Trustee or its
nominee or custodian or endorsed in blank, and, with respect
to a certificated security (as defined in Section 8-102 of the
UCC) transfer thereof (A) by delivery of such certificated
security endorsed to, or registered in the name of, the
Collateral Trustee or its nominee or custodian or endorsed in
blank to a financial intermediary (as defined in Section
8-313(4) of the UCC) and the making by such financial
intermediary of entries on its books and records identifying
such certificated securities as belonging to the Collateral
Trustee or its nominee or custodian and the sending by such
financial intermediary of a confirmation of the transfer to
the Collateral Trustee or its nominee or custodian of such
certificated security, or (B) by delivery thereof to a
"clearing corporation" (as defined in Section 8-102(3) of the
UCC) and the making by such clearing corporation of
appropriate entries on its books reducing the appropriate
securities account of the transferor and increasing the
appropriate securities account of a financial intermediary by
the amount of such certificated security, the identification
by the clearing corporation of the certificated securities for
the sole and exclusive account of the financial intermediary,
the maintenance of such certificated securities by such
clearing corporation or a "custodian bank" (as defined in
Section 8-102(4) of the UCC) or the nominee of either subject
to the clearing corporation's exclusive control, the sending
of a confirmation by the financial intermediary of the
transfer to the Collateral Trustee or its nominee or custodian
of such securities and the making by such financial
intermediary of entries on its books and records identifying
such certificated securities as belonging to the Collateral
Trustee or its nominee or custodian (all of the foregoing,
"Physical Property"), and, in any event, any such Physical
Property in registered form shall be in the name of the
Collateral Trustee or its nominee or custodian; and such
additional or alternative procedures as may hereafter become
appropriate to effect the complete transfer of ownership of
any such Designated Account Property to
<PAGE> 17
17

the Collateral Trustee or its nominee or custodian,
consistent with changes in applicable law or regulations or the
interpretation thereof;

(ii) with respect to any Government Security, the
following procedures, all in accordance with applicable law,
including applicable Federal regulations and Articles 8 and 9
of the UCC: book-entry registration of such Designated
Account Property to an appropriate book-entry account
maintained with a Federal Reserve Bank by a financial
intermediary which is also a "depository" pursuant to
applicable Federal regulations and issuance by such financial
intermediary of a deposit advice or other written confirmation
of such book-entry registration to the Collateral Trustee or
its nominee or custodian of the transfer to the Collateral
Trustee or its nominee or custodian of such book-entry
securities; the making by such financial intermediary of
entries in its books and records identifying such book-entry
security held through the Federal Reserve System pursuant to
Federal book-entry regulations as belonging to the Collateral
Trustee or its nominee or custodian and indicating that such
custodian holds such Designated Account Property solely as
agent for the Collateral Trustee or its nominee or custodian;
the making by the Collateral Trustee of entries in its books
and records establishing that it holds such Designated Account
Property solely as Collateral Trustee under the terms of
Section 5.1 of the Collateral Trust Agreement; and such
additional or alternative procedures as may hereafter become
appropriate to effect complete transfer of ownership of any
such Designated Account Property to the Collateral Trustee or
its nominee or custodian, consistent with changes in
applicable law or regulations or the interpretation thereof;
and

(iii) with respect to any such Designated Account
Property that is an uncertificated security under Article 8 of
the UCC and that is not governed by paragraph (ii) above,
registration on the books and records of the issuer thereof in
the name of the financial intermediary, the sending of a
confirmation by the financial intermediary of the transfer to
the Collateral Trustee or its nominee or custodian of such
uncertificated security and the making by such financial
intermediary of entries on its books and records identifying
such uncertificated certificates as belonging to the
Collateral Trustee or its nominee or custodian.

"Depositary" shall mean First National Bank of Chicago, in its
capacity as Depositary under the Depositary Agreement, and its
successors and assigns in such capacity.
<PAGE> 18
18

"Depositary Agreement" shall mean the Depositary Agreement,
between the Trust and the Depositary, substantially in the form of
Exhibit L to the Liquidity Agreement, as the same may from time to
time be amended, supplemented or otherwise modified.

"Depositary Incumbency Certificate" shall have the meaning set
forth in subsection 3.2(b) of the Collateral Trust Agreement.

"Depositary Representatives" shall have the meaning set forth
in subsection 3(e) of the Depositary Agreement.

"Deposited Funds" shall mean, with respect to the Collateral
Account or the Spread Account, all checks, instruments, documents,
securities or funds at any time and from time to time on deposit in or
otherwise to the credit of such account and all proceeds thereof.

"Depositor" shall mean Trip, as the depositor with respect to
the Trust created by the Trust Agreement.

"Designated Account Property" shall mean the Designated
Accounts, all amounts and investments held from time to time in the
Designated Accounts (whether in the form of deposit accounts,
book-entry securities, uncertificated securities or otherwise), and
all proceeds of the foregoing.

"Designated Accounts" shall mean the Collateral Account, the
Non-Pro Rata Funding Account, the Certificate Reserve Account, the
Reserve Account and the Spread Account.

"Designated Lease Receivable," for a Lease Receivable Purchase
Date, shall have the meaning set forth in Section 2.01 of the Lease
Receivables Purchase Agreement.

"Designated Retail Receivable," for a Retail Receivable
Purchase Date, shall have the meaning set forth in Section 2.01 of the
Retail Receivables Purchase Agreement.

"Designated Trust Receivable," for a Receivable Purchase Date,
shall have the meaning set forth in Section 2.01 of the Receivables
Purchase Agreement.

"Determination Date" shall mean the third Business Day
preceding each Settlement Date.

"Distribution Period" shall have the meaning set forth in the
Wholesale Pooling and Servicing Agreement.

"Dollars" or "$" shall mean lawful currency of the United
States of America.
<PAGE> 19
19

"Domestic Lending Office" shall mean, with respect to each
Lender, its office located at its address set forth in its Addendum
(or identified in its Addendum as its Domestic Lending Office) or such
office as such Lender has designated or may designate as its Domestic
Lending Office by a notice to the Borrower and the Administrative
Agent.

"Downgraded Lender" shall mean any Lender that has its
commercial paper or short-term deposit rating lowered below A-1 by
S&P, P-1 by Moody's or the equivalent rating by any other Rating
Agency or any such Rating Agency has publicly announced that it has
placed such rating under review with negative implications.

"Effective Date" shall have the meaning set forth in
subsection 5.1 of the Liquidity Agreement.

"Eligible Assignee" shall mean a Person with commercial paper
or short-term deposit ratings which, on the effective date of the
proposed assignment, are equal to or higher than A-1 by S&P, P-1 by
Moody's and the equivalent rating by any other Rating Agency;
provided, however, that any Person who does not have either a
commercial paper or short-term deposit rating from S&P, Moody's or any
other such Rating Agency may be an Eligible Assignee (and therefore a
Lender) for purposes of the Liquidity Agreement if such Rating Agency
confirms in writing that its then current rating of the Commercial
Paper shall not be reduced or withdrawn as a result thereof.

"Eligible Counterparty" shall mean (i)(A) a Person with
commercial paper or short-term deposit ratings which on the date of
the related Interest Rate Cap are equal to or higher than A-1 by S&P,
P-1 by Moody's and the equivalent rating by any other Rating Agency,
(B) a Person that agrees that, in the event that its commercial paper
or short-term deposit rating is reduced below such ratings, it shall
secure its obligations under the Interest Rate Cap to which it is a
party or take such other actions as NFC may reasonably request, in
each case to the extent necessary to prevent a reduction in the
ratings of the Commercial Paper and (C) a Person the unsecured debt
obligations of which on the date of the related Interest Rate Cap are
rated at least A by S&P and A2 by Moody's or (ii) a Person the
unsecured debt obligations of which on the date of the related
Interest Rate Cap are rated at least AA- by S&P and Aa3 by Moody's and
the commercial paper or short-term deposit rating of which is rated
P-1 by Moody's or is otherwise acceptable to Moody's.

"Eligible Dealer Note" shall mean, as of any date of
determination, a Dealer Note, owing by an Obligor that satisfies the
following criteria:
<PAGE> 20
20

(i) is payable in Dollars;

(ii) was created in compliance with all
Requirements of Law applicable to any Member of the Navistar
Group, the failure with which to comply would have a material
adverse effect on the certificateholders of the Dealer Note
Trust or the Wholesale Master Trust, as the case may be;

(iii) with respect to which all consents, licenses,
approvals or authorizations of, or registrations or
declarations with, any Governmental Authority required to be
obtained, effected or given by any member of the Navistar
Group in connection with the creation of such Dealer Note or
the execution, delivery and performance by NITC or an OEM
Manufacturer of the Dealer Agreement pursuant to which such
Dealer Note was created, have been duly obtained, executed or
given and are in full force and effect as of such date of
creation;

(iv) as to which at all times following the
transfer of such Dealer Note to the Dealer Note Trust or the
Wholesale Master Trust, as the case may be, the Dealer Note
Trust or the Wholesale Master Trust, as the case may be, will
have good and marketable title thereto free and clear of all
Liens arising prior to the transfer thereof or arising at any
time under or through NFC or any Member of the Navistar Group;

(v) which will at all times be the legal, valid
and binding payment obligation of the Dealer obligated
thereunder enforceable against such Dealer in accordance with
its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect, affecting
the enforcement of creditors' rights in general, and except as
such enforceability may be limited by general principles of
equity (whether considered in a suit at law or in equity);

(vi) which constitutes either an "account,"
"chattel paper" or a "general intangible" under and as defined
in Article 9 of the UCC;

(vii) which is not subject to any right of
rescission, setoff, counterclaim or any other defense
(including defenses arising out of violations of usury laws)
of the Dealer, other than defenses arising out of applicable
bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect, affecting the
enforcement of creditors' rights in general, and except as
such enforceability may be
<PAGE> 21
21

limited by general principles of equity (whether considered in
a suit at law or in equity);

(viii) as to which, at the time of transfer of such
Dealer Note to the Dealer Note Trust or the Wholesale Master
Trust, as the case may be, the Wholesale Servicer has
satisfied its obligations with respect to such Dealer Note;

(ix) as to which, at the time of transfer of such
Dealer Note to the Dealer Note Trust, the Wholesale Servicer
has not taken nor failed to take any action which would impair
the rights of the Dealer Note Trust or the Wholesale Master
Trust, as the case may be, or the holders of the Wholesale
Certificates;

(x) which, at the time of transfer of such Dealer
Note to the Dealer Note Trust or the Wholesale Master Trust,
as the case may be, has not been issued by a Dealer that is
insolvent;

(xi) which, at the time of transfer of such Dealer
Note to the Dealer Note Trust or the Wholesale Master Trust,
as the case may be, has not been issued by a Dealer that has
been placed on cash-on-delivery terms by the Wholesale
Servicer;

(xii) which, at the time of transfer of such Dealer
Note to the Dealer Note Trust or the Wholesale Master Trust,
as the case may be, is not past due over thirty days;

(xiii) which has not been issued by a Dealer in
connection with such Dealer's purchase of parts from NITC or
an OEM Manufacturer;

(xiv) which, when the principal amount of such
Dealer Note is added to the principal amount of the other
outstanding Dealer Notes issued by the same dealer previously
transferred to the Dealer Note Trust or the Wholesale Master
Trust, as the case may be, shall not cause the sum of the
principal amounts of all such Dealer Notes to exceed the
greater of (x) 2.0% of the aggregate principal balance of all
outstanding Dealer Notes and investment securities held by the
Dealer Note Trust or the Wholesale Master Trust, as the case
may be, and (y) $4,000,000;

(xv) as to which a valid security interest in the
Financed Vehicle has been transferred to the Dealer Note Trust
or the Wholesale Master Trust, as the case may be;
<PAGE> 22
22

(xvi) as to which the Navistar Group has assigned
to the Dealer Note Trust or the Wholesale Master Trust, as the
case may be, designation as loss payee on the insurance
policies insuring the Financed Vehicle against casualty and
theft losses;

(xvii) the principal amount of which is due when the
related Financed Vehicle is sold;

(xviii) the interest rate of which (A) is based on
the prime rate or another benchmark floating interest rate and
(B) is subject to adjustment at least monthly;

(xix) the principal amount of which (A) in the case
of a Financed Vehicle which is a new vehicle, is equal to not
more than one hundred percent of the invoice price of such
Financed Vehicle, (B) in the case of a Financed Vehicle which
is a used vehicle purchased by a Dealer from a NITC used truck
center or a repossessed vehicle purchased from NFC, is equal
to not more than one hundred percent of the agreed upon
purchase price, and (C) in the case of a Financed Vehicle
which is a used or repossessed vehicle taken in trade by a
Dealer or purchased by a Dealer from outside sources, is equal
to not more than seventy-five percent of the "as is" value of
such Financed Vehicle as determined by NFC's appraisal
thereof;

(xx) which was created in accordance with the
standard practice of the Navistar Group; and

(xxi) which finances a new or used medium or
heavy-duty truck, bus or trailer produced by or for a member
of the Navistar Group or an OEM Manufacturer.

"Eligible Deposit Account" shall mean either (i) a segregated
account with an Eligible Institution or (ii) a segregated trust
account with the corporate trust department of a depository
institution organized under the laws of the United States of America
or any one of the states thereof or the District of Columbia (or any
domestic branch of a foreign bank), having corporate trust powers and
acting as trustee for funds deposited in such account, so long as any
of the securities of such depository institution have a credit rating
from each Rating Agency in one of its generic rating categories which
signifies investment grade.

"Eligible Institution" shall mean either (i) the corporate
trust department of the Owner Trustee or the Collateral Trustee or
(ii) a depository institution organized under the laws of the United
States of America or any one of the states thereof or the District of
Columbia (or any domestic branch of a foreign bank), (A) the unsecured
debt obligations of which are rated at least A or
<PAGE> 23
23

A-1 by S&P and at least A or P-1 by Moody's and (B) whose deposits are
insured by the FDIC.

"Eligible Investments" shall mean book-entry securities,
negotiable instruments or securities represented by instruments in
bearer or registered form which evidence:

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

(ii) demand deposits, time deposits or
certificates of deposit of 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
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 other than such depository
institution or trust company) thereof shall be rated at least
A-1 by S&P, P-1 by Moody's and the equivalent rating by any
other Rating Agency;

(iii) commercial paper (including the Commercial
Paper), at the time of the investment or contractual
commitment to invest therein, rated at least A-1 by S&P, P-1
by Moody's and the equivalent rating by any other Rating
Agency;

(iv) investments in money market funds having, at
the time of the investment or contractual commitment to invest
therein, ratings of at least A-1 by S&P, P-1 by Moody's and
the equivalent rating by any other Rating Agency (including
funds for which the Collateral Trustee or the Owner Trustee or
any of their respective affiliates is investment manager or
advisor);

(v) bankers' acceptances issued by any depository
institution or trust company referred to in clause (ii) above;

(vi) repurchase obligations 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) a depository institution
or trust company (acting as principal) described in clause
(ii) above or (B) so long as the Person takes actual or
constructive
<PAGE> 24
24

possession of each security subject to such repurchase
obligations, a depository institution or trust company the
deposits of which are insured by FDIC; or

(vii) any other investment permitted by Moody's and
S&P for short-term investment of funds supporting securities
with a rating of AA/Aa2 or better.

"Eligible Program Receivable" shall mean either an Eligible
Trip Receivable or an Eligible Trust Receivable.

"Eligible Receivable" shall mean, as of any date of
determination, a Retail Receivable or Lease Receivable, as the case
may be, owing by an Obligor that satisfies the following criteria:

(i) it constitutes chattel paper within the
meaning of the UCC;

(ii) in the case of a Retail Receivable, it has
created or shall create a valid, binding and enforceable first
priority security interest in favor of NFC in each Financed
Vehicle related thereto (except for Permitted Liens), which
security interest will be validly assigned by NFC to Trip and,
will be assignable by Trip to the Trust and by the Trust to
the Collateral Trustee;

(iii) in the case of a Lease Receivable, each
Leased Vehicle related thereto is owned by NLC (or its
nominee) and the certificate of title relating to each such
Lease Vehicle is registered in the name of NLC (or its
nominee) (or a properly completed application for such title
has been or will be submitted to the appropriate titling
authority) and, as of the date of the transfer thereof to
Trip, will be free of all Liens other than Permitted Liens and
the Lien of a nominee on behalf of certain secured parties,
which upon assignment of such Lease Receivable to the
Collateral Trustee shall include the Collateral Trustee;

(iv) in the case of a Lease Receivable, the Lease
Receivable Purchase Agreement and the related Lease Assignment
has created or shall create a valid, binding and enforceable
first priority security interest in favor of Trip (or its
nominee) in each Leased Vehicle related thereto (except for
Permitted Liens), which security interest will be assignable
by Trip to the Trust and by the Trust to the Collateral
Trustee;

(v) it contains customary and enforceable
provisions such as to render the rights and remedies of the
holder thereof adequate for the realization against the
collateral of the benefits of the security;
<PAGE> 25
25

(vi) it has not been satisfied, subordinated or
rescinded, and, in the case of a Retail Receivable, no
Financed Vehicle securing it has been released from the Lien
thereof in whole or in part;

(vii) it represents the genuine, legal, valid and
binding payment obligation in writing of such Obligor,
enforceable against such Obligor by the holder thereof in
accordance with its terms, except as such enforceability may
be limited by applicable bankruptcy, insolvency,
reorganization or similar laws affecting the enforcement of
creditors' rights in general and by equity, regardless of
whether such enforceability is considered in a proceeding in
equity or at law;

(viii) it is not subject to any dispute in whole or
in part or to any offset, counterclaim or defense;

(ix) it is not a Liquidating Receivable;

(x) as of the related Purchase Cutoff Date, there
had been no default, breach, violation or event permitting
acceleration under the terms thereof and no event had occurred
and was continuing that with notice or the lapse of time would
have constituted a default, breach, violation or event
permitting acceleration or termination under the terms
thereof, and NFC or NLC, as the case may be, had not waived
any of the foregoing, in each case except for payments on such
Receivable which were not more than 60 days past due (measured
from the date of any Scheduled Payment);

(xi) it was originated in the United States and is
denominated and payable only in Dollars in the United States;

(xii) in the case of a Retail Receivable, it was
originated by NFC or a Dealer for the retail sale of one or
more Financed Vehicles in the ordinary course of business, was
fully and properly executed by the parties thereto, was
purchased from such Dealer by NFC, in each case in accordance
with the Credit and Collection Policies with respect thereto
and, in the case of a Lease Receivable, it was originated by
NLC or Harco for the retail lease of one or more Leased
Vehicles in the ordinary course of business and in accordance
with the Credit and Collection Policies with respect thereto
and was fully and properly executed by the parties thereto;

(xiii) in respect of which all requirements of
applicable federal, state and local laws and regulations
thereunder, including the Equal Credit Opportunity Act, the
Federal Reserve Board's Regulation
<PAGE> 26
26

"B", the Soldiers' and Sailors' Civil Relief Act of
1940, and any applicable bulk sales or bulk transfer law and
other equal credit opportunity and disclosure laws have been
complied with in all material respects and it and the sale or
lease of the related Vehicle or Vehicles evidenced thereby
complied at the time it was originated or made and on the
related Purchase Cutoff Date complied in all material respects
with all legal requirements of the jurisdiction in which it
was originated or made;

(xiv) it arises under an Contract having a maximum
term not in excess of 73 months from origination and has a
remaining term of not more than 73 months from the related
Purchase Cutoff Date for such Receivable;

(xv) in the case of a Retail Receivable, it
provides for payments (including balloon payments) that fully
amortize the amount financed over its original term to
maturity and yields interest at a fixed APR;

(xvi) in the case of a Lease Receivable, it
provides for payments that fully amortizes to an amount equal
to the Residual Payment with respect thereto based on a fixed
APR calculated on a constant yield basis and the Residual
Payment with respect thereto does not exceed 50% of the
"capitalized cost" of the related Vehicle Lease, and, in the
event of a termination of the related Vehicle Lease, the
amount payable thereunder by such Obligor is at least equal to
the Contract Value thereof on such date of termination;

(xvii) such Obligor is required to maintain a
physical damage insurance policy for each Vehicle related
thereto of the type that NFC requires in accordance with its
customary underwriting standards for the purchase or lease of
medium and heavy duty truck, bus and trailer receivables,
unless NFC has in accordance with its customary procedures
permitted such Obligor to self-insure such Vehicle;

(xviii) in the case of a Lease Receivable, such
Obligor is required to maintain the Leased Vehicle related
thereto in good repair and is obligated to pay the cost of all
necessary repairs, maintenance and replacements with respect
to such Leased Vehicle and all costs, expenses, fees and
charges incurred in the use and operation of such Leased
Vehicle and all taxes on or relating to such Leased Vehicle;

(xix) in the case of a Retail Receivable,
immediately prior to the transfer and assignment thereof to
Trip pursuant to the Retail Receivables Purchase Agreement,
NFC had good title to it free of
<PAGE> 27
27

any Lien (except for Permitted Liens and Liens that
will be released as of such transfer) and, in the case of a
Lease Receivable, immediately prior to the transfer and
assignment thereof to Trip pursuant to the Lease Receivables
Purchase Agreement, NLC had good title to it free of any Lien
(except for Permitted Liens and Liens that will be released as
of such transfer);

(xx) in the case of a Retail Receivable, all
right, title and interest in it has been validly sold by NFC
to Trip pursuant to the Retail Receivables Purchase Agreement
and Trip has good title to it free of any Lien (except for
Permitted Liens), other than the Liens created pursuant to the
Basic Documents; and its transfer to Trip has been perfected
under the UCC;

(xxi) in the case of a Lease Receivable, all right,
title and interest in it has been validly sold by NLC to Trip
pursuant to the Lease Receivables Purchase Agreement and Trip
has good title to it free of any Lien (except for Permitted
Liens), other than the Liens created pursuant to the Basic
Documents; and its transfer to Trip has been perfected under
the UCC;

(xxii) in the case of a Program Receivable, all
filings (including UCC filings) necessary in any jurisdiction
to give Trip a first priority perfected ownership interest in
it have been made;

(xxiii) in the case of a Program Receivable, it has
not been sold, transferred, assigned or pledged by Trip to any
Person other than the Trust or as contemplated by the Basic
Documents; the Trust has a valid "security interest" (as
defined in the UCC) in it and in Trip's interest in each
Vehicle related thereto, free of any Lien (except for
Permitted Liens), other than the Liens created pursuant to the
Basic Documents; and all filings (including UCC filings)
necessary in any jurisdiction to give the Trust a first
priority perfected security interest in it and in Trip's
interest in each Vehicle related thereto have been made;

(xxiv) in the case of a Program Receivable, all
filings (including UCC filings) necessary in any jurisdiction
to give the Collateral Trustee a first priority perfected
security interest in it and in the Trust's interest in each
Vehicle related thereto have been made;

(xxv) it has not been originated in, nor is it
subject to the laws of, any jurisdiction under which its sale,
transfer and assignment under the Retail
<PAGE> 28
28

Receivables Purchase Agreement or the Lease Receivables
Purchase Agreement, as the case may be, the Financing Loan and
Security Agreement or the Receivables Purchase Agreement, as
the case may be, or the Collateral Trust Agreement is
unlawful, void or voidable;

(xxvi) there is only one original executed copy of it;

(xxvii) the Vehicle or Vehicles with respect to it is
a new or used medium or heavy duty truck, bus or trailer; and

(xxviii) the Obligor of which is not the United States
of America or any State or any agency, department or
instrumentality of the United States of America or any State.

"Eligible Trip Receivable" shall mean any Trip Receivable that
is an Eligible Receivable.

"Eligible Trust Receivable" shall mean any Trust Receivable
that is an Eligible Receivable.

"Equity Documents" shall mean each of the Certificate Purchase
Agreements, the Trust Agreement and the Trust Certificates.

"Equity Securities" shall mean any and all shares, interests,
participations or other equivalents (however designated) of capital
stock of a corporation, any and all equivalent ownership interests in
a Person (other than a corporation), including, without limitation,
any partnership interest in any partnership or equity interest in any
business trust, and any and all warrants or options to purchase any of
the foregoing.

"ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as the same may from time to time be amended or supplemented.

"Eurocurrency Reserve Requirements" shall mean for any day as
applied to a Eurodollar Loan, the aggregate (without duplication) of
the rates (expressed as a decimal fraction) of reserve requirements in
effect on such day (including, without limitation, basic,
supplemental, marginal and emergency reserves under any regulations of
the Board or other Governmental Authority having jurisdiction with
respect thereto) dealing with reserve requirements prescribed for
eurocurrency funding (currently referred to as "Eurocurrency
Liabilities" in Regulation D of the Board) maintained by a member bank
of the Federal Reserve System. Eurodollar Loans shall be deemed to
constitute Eurocurrency Liabilities and to be subject to such reserve
requirements
<PAGE> 29
29

without benefit of or credit for proration, exceptions or offsets
which may be available from time to time to any Lender under
Regulation D.

"Eurodollar Lending Office" shall mean, with respect to each
Lender, its office, branch or affiliate located at its address set
forth in its Addendum (or identified in its Addendum as its Eurodollar
Lending Office) or such other office, branch or affiliate of such
Lender as it has designated or may designate as its Eurodollar Lending
Office by notice to the Borrower and the Administrative Agent.

"Eurodollar Loan" shall mean each Loan the rate of interest
applicable to which is based on a Eurodollar Rate.

"Eurodollar Rate" shall mean, with respect to each Interest
Period pertaining to a Eurodollar Loan, the rate per annum determined
for such Interest Period equal to the average of the offered rates for
deposits in Dollars which appear on Telerate Page 3750 as of 11:00
a.m., London time, two Working Days prior to the beginning of such
Interest Period for the number of days comprised therein. If no rate
appears on Telerate Page 3750 at such time, the Eurodollar Rate shall
be the rate per annum at which one of the Reference Banks selected by
the Administrative Agent is offered deposits in Dollars at
approximately 10:00 a.m., New York time, two Working Days prior to the
beginning of such Interest Period for the number of days in such
Interest Period and in an amount of not less than $1,000,000.

"Eurodollar Tranche" shall mean Eurodollar Loans the Interest
Periods with respect to all of which begin on the same date and end on
the same later date (whether on not such Eurodollar Loans shall have
been originally made on the same date).

"Event of Default" shall mean any of the events specified in
Section 8 of the Liquidity Agreement; provided that any requirement
for the giving of notice, the lapse of time, or both, or any other
condition, has been satisfied.

"Excluded Downgraded Lender" shall mean any Downgraded Lender
which either (i) has its commercial paper or short-term deposit rating
lowered below A-1 by S&P, P-1 by Moody's or the equivalent rating by
any other Rating Agency and such Rating Agency has publicly announced
that it has placed such rating under review with negative
implications, or (ii) has its commercial paper or short-term deposit
rating lowered below A-2 by S&P, P-2 by Moody's or the equivalent
rating by any other Rating Agency.

"Existing Intercompany Agreement" shall mean the Subordinated
Intercompany Advance Agreement dated as of April 26, 1993 between NFC
and Trip.
<PAGE> 30
30

"Exit Percentage" shall mean, with respect to any
Non-Extending Lender, the percentage equivalent of a fraction, the
numerator of which is the Commitment of such Non-Extending Lender and
the denominator of which is the sum of the Commitments of all
Non-Extending Lenders which have the same Expiry Date as such
Non-Extending Lender.

"Expense Subaccount" shall have the meaning set forth in
subsection 5.1 of the Collateral Trust Agreement.

"Expenses" shall have the meaning set forth in subsection
2.5(c)(vi) of the Administration Agreement.

"Expiration Date" shall mean the later of (i) the Settlement
Date occurring in October 1998 and (ii) the last day of any extension
of the Expiration Date pursuant to subsection 2.23 of the Liquidity
Agreement, or, if such day is not a Business Day, the next preceding
Business Day.

"Expiry Date" shall mean, with respect to any Lender, the
later of (i) the Settlement Date occurring in October 1998 and (ii)
the last day of any extension of any Lender's Commitment pursuant to
subsection 2.23 of the Liquidity Agreement, or if such last day is not
a Business Day, the next preceding Business Day.

"Extending Lender" shall mean a Lender other than a
Non-Extending Lender.

"Face Amount" shall mean, with respect to any Commercial Paper
Note, (i) if issued on a discount basis, the face amount thereof, or
(ii) if issued on an interest-bearing basis, the principal amount
thereof, together with the aggregate amount of interest thereon to its
stated maturity date.

"FDIC" shall mean the Federal Deposit Insurance Corporation,
and its successors.

"Federal Funds Effective Rate" shall mean for any day the
weighted average of the rates on overnight federal funds transactions
with members of the Federal Reserve System arranged by federal funds
brokers, as published on the next succeeding Business Day (or as
applied to any Advance, on such day) by the Federal Reserve Bank of
New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations for the day (or as applied
to any Advance, for the next preceding Business Day) of such
transactions received by the Administrative Agent from three federal
funds brokers of recognized standing selected by it.

"Final Scheduled Maturity Date" shall mean the later of (i)
the Settlement Date occurring in the 73rd month after
<PAGE> 31
31

the month in which the earlier of the Wind-Down Date or the Receivable
Wind-Down Date occurs and (ii) the Settlement Date occurring in the
twelfth month after the occurrence of an Amortization Event.

"Financed Vehicle" shall mean, with respect to any Retail
Receivable, the new or used medium or heavy duty truck, bus or
trailer, together with any accessions thereto, securing the Obligor's
indebtedness under such Receivable.

"Financing Commitment" shall mean on any date of determination
the obligation of the Trust to make the Financing Loan to Trip under
the Financing Loan and Security Agreement in an aggregate principal
amount outstanding not to exceed the Net Trip Pool Balance as of such
date.

"Financing Lease" shall mean any lease of property, real or
personal, the obligations of the lessee in respect of which are
required in accordance with GAAP to be capitalized on a balance sheet
of the lessee.

"Financing Loan" shall mean the loan made from time to time by
the Trust to Trip pursuant to the Financing Loan and Security
Agreement.

"Financing Loan and Security Agreement" shall mean the Loan
and Security Agreement, between the Trust and Trip, substantially in
the form of Exhibit E to the Liquidity Agreement, as the same may from
time to time be amended, supplemented or modified.

"Financing Loan Default" shall mean any of the events
specified in Section 8 of the Financing Loan and Security Agreement,
whether or not any requirement for the giving of notice, the lapse of
time, or both, or any other condition, has been satisfied.

"Financing Loan Event of Default" shall have the meaning set
forth in Section 8 of the Financing Loan and Security Agreement.

"Financing Loan Maturity Date" shall mean the Settlement Date
occurring in the 73rd month after the month in which the earlier of
the Wind-Down Date and the Receivable Wind-Down Date occurs.

"Financing Loan Principal Amount" shall mean on any date of
determination the outstanding principal amount of the Financing Loan.

"Financing Loan Principal Payment Amount" shall mean, for any
Settlement Date, the sum of (i) the product of (A) the sum of the
Contract Value Declines for such Settlement Date for each Eligible
Trip Receivable on the last day of
<PAGE> 32
32

the immediately preceding Monthly Period and (B) the Trip Discount
Percentage on such Settlement Date and (ii) the product for each
Permitted Transfer Receivable released during the immediately
preceding Monthly Period from the Lien created by the Financing Loan
and Security Agreement pursuant to subsection 5.4 of the Financing
Loan and Security Agreement of (A) the Contract Value for such
Receivable as of the last day of the Monthly Period preceding the
immediately preceding Monthly Period (or, if such Receivable became a
Trip Receivable after the last day of the Monthly Period preceding the
immediately preceding Monthly Period, the Contract Value thereof as of
the Purchase Cutoff Date with respect to such Receivable) and (B) the
Trip Discount Percentage on the date such Receivable was released
(before giving effect to any change in the Trip Discount Percentage on
such date).

"Financing Note" shall have the meaning set forth in
subsection 2.2(b) of the Financing Loan and Security Agreement.

"GAAP" shall mean generally accepted accounting principles in
the United States of America in effect from time to time.

"General Subaccount" shall have the meaning set forth in
subsection 5.1 of the Collateral Trust Agreement.

"Government Security" shall mean any security issued by the
United States Treasury, the Federal Home Loan Mortgage Corporation, or
by the Federal National Mortgage Association that is a book-entry
security held through the Federal Reserve System pursuant to Federal
book-entry regulations.

"Governmental Authority" shall mean any nation or government,
any state, province or other political subdivision thereof and any
entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.

"Gross Balance" shall mean, as of any date of determination,
(i) with respect to a Retail Receivable, the unpaid principal balance
of such Retail Receivable as of such dateplus with respect to a Retail
Receivable classified as a "finance charge-included contract", the
finance charges included in the payments due with respect to such
Retail Receivable on or after such date and (ii), with respect to a
Lease Receivable, the aggregate remaining periodic rental payments and
the Residual Payment set forth in the related Vehicle Lease.

"Guarantee Obligation" shall mean, as to any Person (the
"guaranteeing person"), any obligation of (i) the guaranteeing person
or (ii) another Person (including,
<PAGE> 33
33

without limitation, any bank under any letter of credit) to induce the
creation of which the guaranteeing person has issued a reimbursement,
counterindemnity or similar obligation, in either case guaranteeing or
in effect guaranteeing any Indebtedness, leases, dividends or other
obligations (the "primary obligations") of any other third Person (the
"primary obligor") in any manner, whether directly or indirectly,
including, without limitation, any such obligation of the guaranteeing
person, whether or not contingent, (A) to purchase any such primary
obligation or any property constituting direct or indirect security
therefor, (B) to advance or supply funds (1) for the purchase or
payment of any such primary obligation or (2) to maintain working
capital or equity capital of the primary obligor or otherwise to
maintain the net worth or solvency of the primary obligor, (C) to
purchase property, securities or services primarily for the purpose of
assuring the owner of any such primary obligation of the ability of
the primary obligor to make payment of such primary obligation or (D)
otherwise to assure or hold harmless the owner of any such primary
obligation against loss in respect thereof; provided, however, that
the term Guarantee Obligation shall not include endorsements of
instruments for deposit or collection in the ordinary course of
business. The amount of any Guarantee Obligation of any guaranteeing
person shall be deemed to be the lower of (i) an amount equal to the
stated or determinable amount of the primary obligation in respect of
which such Guarantee Obligation is made and (ii) the maximum amount
for which such guaranteeing person may be liable pursuant to the terms
of the instrument embodying such Guarantee Obligation, unless such
primary obligation and the maximum amount for which such guaranteeing
person may be liable are not stated or determinable, in which case the
amount of such Guarantee Obligation shall be such guaranteeing
person's maximum reasonably anticipated liability in respect thereof
as determined by such Person in good faith.

"Guaranty" shall mean, with respect to any Receivable, a
personal or commercial guaranty of an Obligor's performance with
respect to such Receivable.

"Harco" shall mean Harco Leasing Company, Inc., a Delaware
corporation, and its successors.

"Indebtedness" shall mean of any Person at any date, (i) all
indebtedness of such Person for borrowed money or for the deferred
purchase price of property or services (other than trade liabilities
incurred in the ordinary course of business and payable in accordance
with customary practices), (ii) any other indebtedness of such Person
which is evidenced by a note, bond, debenture or similar instrument,
(iii) all obligations of such Person under Financing Leases, (d) all
obligations of such Person in
<PAGE> 34
34

respect of acceptances issued or created for the account of such
Person, (iv) all liabilities secured by any Lien on any property owned
by such Person even though such Person has not assumed or otherwise
become liable for the payment thereof, (v) all net liabilities of such
Person in respect of interest rate caps and (vi) all liabilities of
such Person in respect of Guarantee Obligations.

"Initial Funding Date" shall mean the first date on which Trip
purchases Receivables pursuant to the Retail Receivables Purchase
Agreement or the Lease Receivables Purchase Agreement.

"Initial Net Trust Pool Balance" shall mean with respect to
any Trust Pool, the Net Trust Pool Balance with respect to such Trust
Pool as of the Purchase Cutoff Date with respect to such Trust Pool.

"Initial Trust Pool Balance" shall mean with respect to any
Trust Pool, the Trust Pool Balance with respect to such Trust Pool as
of the Purchase Cutoff Date with respect to such Trust Pool.

"Insolvency Event" shall mean, with respect to a specified
Person: (i) such Person shall commence any case, proceeding or other
action (A) under any existing or future law of any jurisdiction,
domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for
relief entered with respect to it, or seeking to adjudicate it a
bankrupt or insolvent, or seeking reorganization, arrangement,
adjustment, winding-up, liquidation, dissolution, composition or other
relief with respect to it or its debts, or (B) seeking appointment of
a receiver, trustee, custodian or other similar official for it or for
all or any substantial part of its assets, or such Person shall make a
general assignment for the benefit of its creditors; (ii) there shall
be commenced against such Person any case, proceeding or other action
of a nature referred to in clause (i) above which (A) results in the
entry of an order for relief or any such adjudication or appointment
or (B) remains undismissed, undischarged or unbonded for a period of
60 consecutive days; (iii) there shall be commenced against such
Person any case, proceeding or other action seeking issuance of a
warrant of attachment, execution, distraint or similar process against
all or any substantial part of its assets which results in the entry
of an order for any such relief which shall not have been vacated,
discharged, or stayed or bonded pending appeal within 60 days from the
entry thereof; (iv) such Person shall take any action in furtherance
of, or indicating its consent to, approval of, or acquiescence in, any
of the acts set forth in clause (i), (ii) or (iii) above; or (v) such
Person shall generally not, or shall be unable to, or shall
<PAGE> 35
35

admit in writing its inability to, pay its debts as they become due.

"Insurance Policy" shall mean, with respect to any Receivable,
an insurance policy covering physical damage, credit life, credit
disability, theft, mechanical breakdown or similar event to each
Financed Vehicle securing such Receivable.

"Insurance Proceeds" shall mean, with respect to any Program
Receivable, proceeds of any Insurance Policy with respect to such
Receivable.

"Intercompany Agreement" shall mean the Intercompany Advance
Agreement, dated as of November 7, 1994, between NFC and Trip, and the
Intercompany Security Agreement dated as of April 26, 1993, between
NFC and Trip, in each case, as the same may be amended, restated or
otherwise supplemented from time to time.

"Interest Amount" shall mean, with respect to any Trust
Certificate with respect to any Settlement Date, the product for each
day during the Accrual Period ending on such Settlement Date of (i)
the OTC Rate applicable to such Trust Certificate for such day divided
by 360 and (ii) the outstanding certificate balance of such Trust
Certificate as of the immediately preceding Settlement Date or, in the
case of the first Settlement Date to occur after the issuance of such
Trust Certificate, as of the Issuance Date or Additional Issuance
Date, as applicable.

"Interest Component" shall mean, with respect to Commercial
Paper outstanding at any time, the sum of (i) the portion of the Face
Amount of outstanding Commercial Paper issued on a discount basis
representing the discount incurred in respect thereof and (ii) the
amount of interest that would accrue from the date of issuance to the
date of maturity in respect of outstanding Commercial Paper issued on
an interest-bearing basis.

"Interested Parties" (i) with respect to the Trip Servicing
Agreement, shall have the meaning set forth in Section 2.01 of the
Trip Servicing Agreement and (ii) with respect to the Trust Servicing
Agreement, shall have the meaning set forth in Section 2.01 of the
Trust Servicing Agreement.

"Interest Period" shall mean, with respect to any Eurodollar
Loan:

(i) initially, the period commencing on the
Borrowing Date or conversion date, as the case may be, with
respect to such Eurodollar Loan and ending one, two, three or
six months thereafter, as selected by the
<PAGE> 36
36

Borrower in its notice of borrowing or notice of conversion, as
the case may be, given with respect thereto; and

(ii) thereafter, each period commencing on the close
of business of the last day of the next preceding Interest
Period applicable to such Eurodollar Loan and ending one, two,
three or six months thereafter, as selected by the Borrower by
irrevocable notice to the Administrative Agent not less than
three Working Days prior to the last day of the then current
Interest Period with respect thereto;

provided that the foregoing provisions relating to Interest Periods
are subject to the following:

(A) if any Interest Period would otherwise end on a
day which is not a Working Day, that Interest Period shall be
extended to the next succeeding Working Day, unless the result
of such extension would be to carry such Interest Period into
another calendar month, in which event such Interest Period
shall end on the immediately preceding Working Day;

(B) any Interest Period that would otherwise extend
beyond the Expiration Date shall end on the Expiration Date,
or if the Expiration Date shall not be a Working Day, on the
next preceding Working Day;

(C) if the Borrower shall fail to give notice that
it wishes a Eurodollar Loan to be continued as such as
provided above in clause (ii), it shall be deemed to have
selected a conversion of a Eurodollar Loan into an ABR Loan
(which conversion shall occur automatically and without need
for compliance with the conditions for conversion set forth in
subsection 2.11 of the Liquidity Agreement); and

(D) any Interest Period that begins on the last day
of a calendar month (or on a day for which there is no
numerically corresponding day in the calendar month at the end
of such Interest Period) shall end on the last Working Day of
the succeeding calendar month.

"Interest Rate Cap" shall mean a Trip Interest Rate Cap or a
Trust Interest Rate Cap.

"Interest Reconciliation Amount" shall have the meaning set
forth in subsection 6.7 of the Liquidity Agreement.

"Interest Subaccount" shall have the meaning set forth in
subsection 5.1 of the Collateral Trust Agreement.
<PAGE> 37
37

"Investment Earnings" shall mean for any Settlement Date the
aggregate amount of interest and other investment earnings (net of
losses and investment expenses) received on funds deposited in the
Collateral Account, the Non-Pro Rata Funding Account, the Reserve
Account and the Spread Account since the immediately preceding
Settlement Date (or, in the case of the initial Settlement Date, since
the Initial Funding Date).

"Involuntary Filing Event" shall mean, with respect to a
specified Person, that there shall be commenced against such Person
any case, proceeding or other action (A) under any existing or future
law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have an
order for relief entered with respect to it, or seeking to adjudicate
it a bankrupt or insolvent, or seeking reorganization, arrangement,
adjustment, winding-up, liquidation, dissolution, composition or other
relief with respect to it or its debts, or (B) seeking appointment of
a receiver, trustee, custodian or other similar official for it or for
all or any substantial part of its assets.

"Issuance Date" shall mean the date on which Trust
Certificates are initially issued pursuant to subsection 3.3 of the
Trust Agreement.

"Lease Assignment" shall mean an assignment substantially in
the form of Exhibit A to the Lease Receivables Purchase Agreement, as
such form may be amended, supplemented or otherwise modified from time
to time.

"Lease Receivable" shall mean a finance lease contract with
respect to a new or used medium or heavy duty truck, bus or trailer
manufactured by NITC or an OEM Manufacturer and originated in the
ordinary course of business by NLC or Harco.

"Lease Receivable Amount" shall mean as of any date of
determination, an amount equal to the aggregate Contract Value of all
Eligible Program Receivables as of such date that are Lease
Receivables (after giving effect to any changes in the Program
Receivables as of such date).

"Lease Receivable Closing" shall have the meaning set forth in
Section 2.03 of the Lease Receivables Purchase Agreement.

"Lease Receivable Limit" shall mean, as of any date of
determination, an amount equal to 15% of the Program Pool Balance as
of such date.
<PAGE> 38
38

"Lease Receivable Purchase Date" shall have the meaning set
forth in Section 2.01 of the Lease Receivables Purchase Agreement.

"Lease Receivable Purchase Date Schedule" shall mean the Lease
Receivable Purchase Date Schedule substantially in the form of Exhibit
B to the Lease Receivables Purchase Agreement.

"Lease Receivable Purchase Price" shall have the meaning set
forth in Section 2.03 of the Lease Receivables Purchase Agreement.

"Lease Receivable Purchase Termination Event" shall mean the
occurrence and continuation of any of the following events:

(a) NLC shall fail to pay any amount payable under
the Lease Receivables Purchase Agreement when due in
accordance with the terms thereof; or

(b) NLC shall fail to observe or perform in any
material respect any covenant or agreement applicable to it
contained in the Lease Receivables Purchase Agreement (other
than as specified in subsection (a) above) provided, that no
such failure shall constitute a Lease Receivable Purchase
Termination Event under this subsection (b) unless (i) such
failure continues unremedied for a period of 30 days from the
date on which written notice of such failure, requiring the
same to be remedied, shall have been received by NLC, (ii)
such failure is in respect of Section 5.04 of the Lease
Receivables Purchase Agreement and NLC shall have failed to
comply with the provisions of Section 5.08 of the Lease
Receivables Purchase Agreement in respect thereof within two
Business Days of when NLC was obligated to do so or (iii) such
failure is in respect of Section 5.06 of the Lease Receivables
Purchase Agreement; or

(c) any representation, warranty, certification or
statement made or deemed made by NLC in the Lease Receivables
Purchase Agreement shall prove to have been incorrect in any
material respect on or as of the date made or deemed made,
provided, that a Lease Receivable Purchase Termination Event
shall not be deemed to have occurred under this subsection (c)
based upon a breach of any representation or warranty set
forth in Section 3.01 of the Lease Receivables Purchase
Agreement if NLC shall have complied with the provisions of
Section 5.08 of the Lease Receivables Purchase Agreement in
respect thereof within two Business Days of when NLC was
obligated to do so; or
<PAGE> 39
39

(d) there shall have occurred an Insolvency Event or
an Involuntary Filing Event with respect to NLC.

"Lease Receivables Purchase Agreement" shall mean the Lease
Receivables Purchase Agreement, between Trip and NLC, substantially in
the form of Exhibit J to the Liquidity Agreement, as the same may be
amended, supplemented or otherwise modified from time to time.

"Lease Receivable Purchased Assets" shall have the meaning set
forth in Section 2.01 of the Lease Receivables Purchase Agreement.

"Lease Receivable Transferred Assets" shall have the meaning
set forth in Section 2.02 of the Lease Receivables Purchase Agreement.

"Lease Receivable Trust Amount" shall mean, with respect to
any Trust Pool, an amount equal to the aggregate Contract Value of all
Eligible Trust Receivables in such Trust Pool as of the Purchase
Cutoff Date with respect to such Trust Pool that are Lease
Receivables.

"Lease Receivable Trust Limit" shall mean, with respect to any
Trust Pool, an amount equal to 15% of the Initial Trust Pool Balance
with respect to such Trust Pool.

"Leased Vehicle" shall mean, with respect to any Lease
Receivable, the new or used medium or heavy duty truck, bus or
trailer, together with any accessions thereto, leased pursuant to the
related Vehicle Lease.

"Lender" shall mean each financial institution listed on
Schedule I of the Liquidity Agreement, each financial institution
added as a Lender pursuant to the terms of the Liquidity Agreement and
each financial institution to whom an assignment has been made
pursuant to the terms of the Liquidity Agreement, and any successor of
the foregoing.

"Lender Costs" shall mean any increased costs due pursuant to
subsection 2.18 of the Liquidity Agreement and any reemployment costs
due pursuant to subsection 2.20 of the Liquidity Agreement.

"LIBO Rate" shall mean, with respect to each day during each
Accrual Period, the rate per annum determined for such Accrual Period
equal to the average of the offered rates for deposits in Dollars
which appears on Telerate Page 3750 as of 11:00 a.m., London time, two
Working Days prior to the beginning of such Accrual Period for a
period of one month, as such rate is indicated in writing by the
Administrator to the Owner Trustee. If no rate appears on Telerate
Page 3750 at such time, the LIBO Rate shall be the rate per annum at
which one of the Reference Banks selected by the
<PAGE> 40
40

Administrative Agent is offered deposits in Dollars at approximately
11:00 a.m., London time, two Working Days prior to the beginning of
such Accrual Period for the number of days in such Accrual Period and
in an amount of not less than $1,000,000.

"Lien" shall mean any mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or
other), charge or other security interest or any preference, priority
or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, any conditional sale
or other title retention agreement and any Financing Lease having
substantially the same economic effect as any of the foregoing).

"Liquidating Receivable" shall mean a Program Receivable (i)
as to which the Trip Servicer or the Trust Servicer has reasonably
determined in accordance with its customary servicing procedures, that
eventual payment of amounts owing on such Receivable is unlikely, (ii)
as to which the Vehicle or Vehicles relating to such Receivable have
been repossessed and sold or repossessed and held for more than ninety
days or (iii) as to which any related Scheduled Payment is at least
210 days' overdue (excluding any Receivable as to which the Vehicle or
Vehicles relating thereto have been repossessed).

"Liquidation Proceeds" shall mean, with respect to a Program
Receivable, all amounts realized with respect to such Receivable,
including the benefits of any lease assignments, Insurance Proceeds,
proceeds from any Dealer Liability, proceeds from any NITC Purchase
Obligations and proceeds from any Guaranties, net of amounts that are
required to be refunded to the Obligor on such Receivable.

"Liquidity Agreement" shall mean the Liquidity Agreement,
dated as of November 7, 1994, among the Borrower, the Lenders and the
Administrative Agent, as the same may from time to time be amended,
supplemented or otherwise modified.

"Loans" shall have the meaning set forth in subsection 2.1 of
the Liquidity Agreement.

"Majority Lenders" shall mean, at any time, Lenders holding
Voting Percentages which aggregate more than 50%.

"Material Adverse Effect" shall mean, with respect to a
Person, a material adverse effect on (a) the ability of such Person to
perform its obligations under any of the Basic Documents or (b) the
validity or enforceability of any of the Basic Documents or the rights
or remedies of any other Person thereunder.
<PAGE> 41
41

"Maximum Aggregate Commitment" shall mean $300,000,000 as such
amount may be increased from time to time as provided in subsection
2.8 of the Liquidity Agreement or reduced from time to time as
provided in subsection 2.5(j), 2.10 or 2.23 of the Liquidity
Agreement.

"Monthly Capital Amount" shall have the meaning set forth in
Section 5.3 of the Trust Agreement.

"Monthly Period" shall mean, with respect to the first
Settlement Date, the period beginning on the Initial Cutoff Date and
ending at the close of business on the last day of the following
calendar month, and, with respect to each subsequent Settlement Date,
the Monthly Period means the calendar month preceding such Settlement
Date.

"Monthly Program Statement" shall have the meaning set forth
in subsection 4.1 of the Administration Agreement.

"Monthly R.O.E. Amount" shall have the meaning set forth in
subsection 5.2 of the Trust Agreement.

"Moody's" means Moody's Investors Service, or its successor.

"Navistar Group" shall mean NIC, NITC, NFC, NFSC and any other
direct or indirect Subsidiaries of NIC.

"Navistar Vehicle" shall mean any medium or heavy duty truck,
bus or trailer produced by, or for, NITC and sold by NITC to Dealers.

"Net Issuer Amount" shall mean, on any date of determination
during an Accrual Period, the sum of the outstanding principal amount
of the Trust Wholesale Certificate on such date and the aggregate
amount of interest on the Trust Wholesale Certificate that had accrued
thereon as of the last day of the Monthly Period immediately preceding
the first day of such Accrual Period and is unpaid on such date.

"Net Loss Percentage" shall mean, for any Monthly Period, the
percentage equivalent of a fraction, the numerator of which is equal
to Net Losses for that Monthly Period and the denominator of which is
equal to Three-Month Liquidations for that Monthly Period minus Net
Losses for that Monthly Period.

"Net Losses" shall mean, for any Monthly Period, the sum for
all Receivables in the NFC Portfolio written off during the three
Monthly Periods preceding that Monthly Period of the unpaid principal
plus accrued and unpaid interest at the time of repossession of the
truck(s), bus(es) or trailer(s) securing all such written off
<PAGE> 42
42

Receivables, net of all recoveries with respect to such Receivables.

"Net Trip Pool Balance" shall mean, on any date of
determination, the product of (i) the Trip Pool Balance on such date
and (ii) the Trip Discount Percentage on such date.

"Net Trust Pool Balance" shall mean, on any date of
determination with respect to any Trust Pool, the product of (i) the
Trust Pool Balance with respect to such Trust Pool on such date and
(ii) the Trust Discount Percentage with respect to such Trust Pool.

"NFC" shall mean Navistar Financial Corporation, a Delaware
corporation.

"NFC Portfolio" shall mean, as of any date of determination,
all outstanding Receivables owned or serviced by NFC (or any successor
servicer of all or a portion of such Receivables) as of such date.

"NFC Revolving Credit Facility" shall mean the Amended and
Restated Credit Agreement, dated as of November 4, 1994, among NFC,
the banks listed therein, the co-arrangers listed therein and Morgan
Guaranty Trust Company of New York, as administrative agent, amending
and restating the Amended and Restated Credit Agreement dated as of
April 26, 1993, as amended and supplemented from time to time.

"NFSC" shall mean Navistar Financial Securities Corporation, a
Delaware corporation.

"NIC" shall mean Navistar International Corporation, a
Delaware corporation.

"1990 Trust Termination Date" shall have the meaning set forth
in the Wholesale Pooling and Servicing Agreement.

"NITC" shall mean Navistar International Transportation
Corp., a Delaware corporation.

"NITC Purchase Obligations" shall mean certain obligations of
NITC to purchase Vehicles relating to Liquidating Receivables pursuant
to Article VI and other provisions of the Master Intercompany
Agreement by and between NFC and NITC dated as of April 26, 1993, as
such Master Intercompany Agreement may be amended, supplemented,
restated or otherwise modified.

"NLC" shall mean Navistar Leasing Corporation, a Delaware
corporation.
<PAGE> 43
43

"Non-Downgraded Lenders" shall mean on any date of
determination each Lender that is not a Downgraded Lender on such date.

"Non-Extending Lender" shall have the meaning set forth in
subsection 2.4 of the Liquidity Agreement.

"Non-OTC Percentage" shall mean on any date of determination
100% minus the OTC Percentage on such date.

"Non-Pro Rata Funding Account" shall have the meaning set
forth in subsection 5.1 of the Collateral Trust Agreement.

"Non-Pro Rata Reserve Account Loan" shall have the meaning set
forth in subsection 2.5 of the Liquidity Agreement.

"Non-Pro Rata Revolving Loan" shall have the meaning set forth
in subsection 2.4 of the Liquidity Agreement.

"Obligations" shall have the meaning set forth in Section 2
of the Collateral Trust Agreement.

"Obligor" shall mean, (i) with respect to any Retail
Receivable, the purchaser or any co-purchaser of the related Financed
Vehicle or Vehicles or any other Person, other than the maker of a
Guaranty, who owes payments under such Receivable and (ii) with
respect to any Lease Receivable, the lessee or any co-lessee of the
related Leased Vehicle or Vehicles or any other Person, other than the
maker of a Guaranty, who owes payments under such Receivable.

"Obligor Amount" shall mean as of any date of determination,
with respect to each Obligor of a Program Receivable, an amount equal
to the aggregate Contract Value of all Eligible Program Receivables of
such Obligor as of such date (after giving effect to any changes in
the Program Receivables as of such date).

"Obligor Limit" shall mean, as of any date of determination,
an amount equal to 2% of the Program Pool Balance as of such date.

"Obligor Trust Amount" shall mean, with respect to any Trust
Pool and each Obligor of a Trust Receivable in such Trust Pool, an
amount equal to the aggregate Contract Value of all Eligible Trust
Receivables of such Obligor as of the Purchase Cutoff Date with
respect to such Trust Pool.

"Obligor Trust Limit" shall mean, with respect to any Trust
Pool, an amount equal to 2% of the Initial Trust Pool Balance with
respect to such Trust Pool.
<PAGE> 44
44

"OEM Manufacturer" shall mean any manufacturer of an OEM
Vehicle.

"OEM Vehicle" shall mean a new medium or heavy duty truck
manufactured by, or for, a manufacturer other than NITC.

"Offering Materials" shall have the meaning set forth in
subsection 2.21(a) of the Liquidity Agreement.

"Opinion of Counsel" shall mean a written opinion of counsel,
who may, except as otherwise expressly provided, be an employee of
NFC.

"Option 1 Period" shall mean any period during which Trip has
elected or is required to maintain the Trip Interest Rate Caps
required by subsection 5.2(c) of the Financing Loan and Security
Agreement.

"Option 2 Period" shall mean any period during which Trip has
elected to maintain the Trip Interest Rate Caps required by subsection
5.2(b) of the Financing Loan and Security Agreement.

"Optional Purchase Payment" shall mean, with respect to any
Optional Purchase Receivable, the amount payable by the Trust Servicer
with respect to such Optional Purchase Receivable pursuant to Section
8.01 of the Trust Servicing Agreement.

"Optional Purchase Receivable" shall mean any Receivable
purchased by the Trust Servicer pursuant to Section 8.01 of the Trust
Servicing Agreement.

"OTC Costs" shall mean OTC Increased Costs, any reemployment
costs due pursuant to subsection 6.1 of the Trust Agreement, any
amounts due pursuant to subsection 6.3 of the Trust Agreement and any
amounts due pursuant to subsection 6.5 of the Trust Agreement.

"OTC Decrease Amount" shall have the meaning set forth in
subsection 5.5 of the Trust Agreement.

"OTC Increased Costs" shall have the meaning set forth in
subsection 6.4 of the Trust Agreement.

"OTC Percentage" shall mean, on any date of determination, the
percentage equivalent of a fraction the numerator of which is the
Aggregate OTC Amount on such dateminus on any date after the
occurrence of an Event of Default specified in paragraph (r) or (s) of
Section 8 of the Liquidity Agreement, the amount, if any, by which the
sum of (i) Credits Outstanding on such date, or if such date is not a
Settlement Date, on the immediately preceding
<PAGE> 45
45

Settlement Date, and (ii) the Aggregate OTC Amount on such Settlement
Date exceeded the Trust Asset Balance on such Settlement Date and the
denominator of which is the sum of (i) the Credits Outstanding on such
date and (ii) the Aggregate OTC Amount on such date.

"OTC Rate" shall mean, with respect to any Trust Certificate
for any day during any Accrual Period the LIBO Rate plus the
Applicable OTC Margin with respect to such Trust Certificate;
provided, however, for any Accrual Period during which subsection 6.2
or 6.3 of the Trust Agreement is applicable, the OTC Rate with respect
to each day in such Accrual Period shall be determined as described in
such subsection 6.2 or 6.3, as the case may be.

"Other Taxes" shall have the meaning set forth in subsection
2.19(a) of the Liquidity Agreement.

"Owner Trustee" shall mean Chemical Bank Delaware, not in its
individual capacity but solely as trustee under the Trust Agreement,
and any successor Owner Trustee thereunder.

"Parent" shall mean, with respect to any Lender, any Person
controlling such Lender.

"Participant" shall have the meaning set forth in subsection
10.6(b) of the Liquidity Agreement.

"Paying Agent" shall have the meaning set forth in subsection
3.12 of the Trust Agreement.

"PBGC" shall mean the Pension Benefit Guaranty Corporation
established pursuant to Subtitle A of Title IV of ERISA.

"Permitted Lien" shall mean, with respect to any Receivable or
any Vehicle, tax liens, mechanics' liens, any liens which attach to
such Receivable by operation of law as a result of any act or omission
by the related Obligor, any liens which may exist in any accessions
not financed by NFC or NLC and the right of the Obligor to own and/or
use such Vehicle.

"Permitted Transfer" shall have the meaning set forth in
subsection 5.4(b) of the Financing Loan and Security Agreement.

"Permitted Transfer Payment" shall have the meaning set forth
in subsection 5.4(e) of the Financing Loan and Security Agreement.

"Permitted Transfer Receivable" shall have the meaning set
forth in subsection 5.4(e) of the Financing Loan and Security
Agreement.
<PAGE> 46
46

"Person" shall mean an individual, partnership, corporation,
business trust, joint stock company, trust, unincorporated
association, joint venture, Governmental Authority or other entity of
whatever nature.

"Plan" shall mean, with respect to a Person, at a particular
time, any employee benefit plan which is covered by ERISA and in
respect of which such Person or a Commonly Controlled Entity with
respect to such Person is (or, if such plan were terminated at such
time, would under Section 4069 of ERISA be deemed to be) an "employer"
as defined in Section 3(5) of ERISA.

"Principal Component" shall mean, with respect to Commercial
Paper outstanding at any time, (i) the difference between the Face
Amount of outstanding Commercial Paper issued on a discount basis and
the Interest Component thereof, and (ii) the principal amount of
outstanding Commercial Paper issued on an interest-bearing basis.

"Principal Overpayment Amount" shall have the meaning set
forth in subsection 6.7 of the Liquidity Agreement.

"Principal Payment Amount" shall mean, for any Settlement
Date, the sum of (i) the Financing Loan Principal Payment Amount for
such Settlement Date, (ii) the Trust Principal Payment Amount with
respect to each Trust Pool for such Settlement Date and (iii) the
Wholesale Principal Payment Amount for such Settlement Date.

"Principal Reduction Amount" shall mean, on any date of
determination during an Accrual Period, the aggregate amount withdrawn
from the Collection Subaccount and deposited in the Principal
Subaccount by the Collateral Trustee pursuant to subsection
5.3(a)(iii) of the Collateral Trust Agreement during the period from
and including the first day of the Monthly Period commencing
immediately prior to the first day of such Accrual Period to but
excluding such date of determination.

"Principal Subaccount" shall have the meaning set forth in
subsection 5.1 of the Collateral Trust Agreement.

"Proceeds" shall have the meaning set forth in the UCC and, in
any event, shall include, but not be limited to, (i) any and all
proceeds of any insurance, indemnity, warranty, guaranty or letter of
credit payable to the Trust from time to time with respect to any of
the Collateral, (ii) any and all payments (in any form whatsoever)
made or due and payable to the Trust from time to time in connection
with any requisition, confiscation, condemnation, seizure or
forfeiture of all or any part of the Collateral by any Governmental
Authority, and (iii) any and all other amounts
<PAGE> 47
47

from time to time paid or payable under or in connection with the
Collateral.

"Program Costs" shall mean, with respect to any Settlement
Date, the aggregate amount of interest and expenses payable by the
Trust pursuant to the Basic Documents, including, without limitation,
(A) the aggregate amount of interest which has accrued and is unpaid
on the Loans under the Liquidity Agreement since the immediately
preceding Settlement Date, (B) the aggregate Interest Amounts with
respect to all Trust Certificates with respect to such Settlement
Date, (C) the Administration Fee with respect to such Settlement Date,
(D) the aggregate amount of Commitment Fees which have accrued since
the immediately preceding Settlement Date, (E) any Lender Costs due
and payable to the Lenders on such Settlement Date and (F) any OTC
Costs due and payable to the Certificateholders on such Settlement
Date.

"Program Net Pool Balance" shall mean, on any date of
determination, the sum of the Net Trip Pool Balance on such date and
the Receivable Borrowing Base on such date.

"Program Net Yield" shall mean, on any date of determination,
the sum of (i) .75% and (ii) the quotient of (A) the sum of (x) the
product of (1) the Trip Required Net Yield on such date and (2) the
Net Trip Pool Balance on such date and (y) the sum of the product with
respect to each Trust Pool of (1) the Trust Cap Strike Rate with
respect to such Trust Pool and (2) the Net Trust Pool Balance on such
date divided by (B) the Program Net Pool Balance on such date.

"Program Pool Balance" shall mean, on any date of
determination, the sum of the Trip Pool Balance on such date and the
sum of the Trust Pool Balances with respect to each Trust Pool on such
date.

"Program Receivable" shall mean either a Trip Receivable or a
Trust Receivable.

"Purchase Cutoff Date" shall mean, (i) with respect to any
Receivable, the date as of which such Receivable became a Trip
Receivable or a Trust Receivable, as the case may be, (ii) with
respect to any Trust Pool, the date as of which such Trust Pool was
acquired by the Trust pursuant to the Receivables Purchase Agreement
and (iii) with respect to any Purchase Date, the date specified as the
Purchase Cutoff Date in the Lease Receivable Purchase Date Schedule,
the Retail Receivable Purchase Date Schedule or the Schedule of Trust
Receivables, as the case may be.
<PAGE> 48
48

"Purchase Date" shall mean any of the Lease Receivable
Purchase Date, the Retail Receivable Purchase Date or the Receivable
Purchase Date.

"Purchaser's Letter" shall mean a representation letter,
substantially in the form of Exhibit C or D, to the Trust Agreement,
as the case may be, executed in connection with the transfer of a
Trust Certificate.

"Purchasing Lender" shall have the meaning set forth in
subsection 10.6(c) of the Liquidity Agreement.

"Rating Agency" shall mean S&P, Moody's and any other rating
agency rating the Commercial Paper at the request of the Borrower.

"Receivable" shall mean a Retail Receivable or a Lease
Receivable.

"Receivable Borrowing Base" shall mean, on any date of
determination, the sum of the Net Trust Pool Balances with respect to
each Trust Pool on such date.

"Receivable Purchase Date" shall have the meaning set forth in
Section 2.01 of the Receivables Purchase Agreement.

"Receivable Purchase Price" shall have the meaning set forth
in Section 2.02 of the Receivables Purchase Agreement.

"Receivable Purchase Termination Event" shall mean the
occurrence and continuation of any of the following events:

(a) Trip shall fail to pay any amount payable under
the Receivables Purchase Agreement when due in accordance with
the terms thereof; or

(b) Trip shall fail to observe or perform in any
material respect any covenant or agreement applicable to it
contained in the Receivables Purchase Agreement (other than as
specified in subsection (a) above) provided, that no such
failure shall constitute a Receivable Purchase Termination
Event under this subsection (b) unless (i) such failure
continues unremedied for a period of 30 days from the date on
which written notice of such failure, requiring the same to be
remedied, shall have been received by Trip or (ii) such
failure is in respect of Section 5.05 of the Receivables
Purchase Agreement and Trip shall have failed to comply with
the provisions of Section 5.04 of the Receivables Purchase
Agreement in respect thereof within two Business Days of when
Trip was obligated to do so; or
<PAGE> 49
49

(c) any representation, warranty, certification or
statement made or deemed made by Trip in the Receivables
Purchase Agreement shall prove to have been incorrect in any
material respect on or as of the date made or deemed made,
provided, that a Receivable Purchase Termination Event shall
not be deemed to have occurred under this subsection (c) based
upon a breach of any representation or warranty set forth in
Section 3.01 of the Receivables Purchase Agreement if Trip
shall have complied with the provisions of Section 5.04 of the
Receivables Purchase Agreement in respect thereof within two
Business Days of when Trip was obligated to do so; or

(d) there shall have occurred an Insolvency Event or
an Involuntary Filing Event with respect to Trip.

"Receivables Purchase Agreement" shall mean the Receivables
Purchase Agreement, between Trip and the Trust, substantially in the
form of Exhibit H to the Liquidity Agreement, as the same may be
amended, supplemented or otherwise modified from time to time.

"Receivable Wind-Down Date" shall mean the date on which a
Receivable Wind-Down Event occurs.

"Receivable Wind-Down Event" shall mean the occurrence of any
of the following events:

(i) Trip or NLC shall become required to register
under the Investment Company Act of 1940, as amended, and
shall not be exempt from compliance with such Act;

(ii) the Combined Six-Month Net Loss Percentage for
any Monthly Period exceeds 4.25%; or

(iii) the average of the Delinquency Percentages
for any three consecutive Monthly Periods exceeds 2.5%.

"Record Date" shall mean the fifth Business Day preceding each
Settlement Date.

"Reference Banks" shall mean the principal London offices of
Chemical, The Northern Trust Company, Swiss Bank Corporation and any
Lender designated as such by the Borrower pursuant to subsection
2.14(b) of the Liquidity Agreement.

"Refunding Loan" shall mean, with respect to any Lender, any
Loan made by such Lender in accordance with, and under the
circumstances described in, subsection 2.7 of the Liquidity Agreement.
<PAGE> 50
50

"Register" shall have the meaning set forth in subsection
10.6(d) of the Liquidity Agreement.

"Regulation U" shall mean Regulation U of the Board, as from
time to time in effect.

"Related Security" shall have the meaning set forth in Section
2.02 of the Lease Receivables Purchase Agreement.

"Release Form" shall mean a release substantially in the form
of Exhibit D to the Financing Loan and Security Agreement.

"Remaining Commercial Paper Deficit" shall have the meaning
set forth in subsection 2.7(a) of the Liquidity Agreement.

"Required Lenders" shall mean at any time Lenders holding
Voting Percentages which aggregate at least 66 2/3%.

"Required OTC Amount" shall mean, (i) as of any date of
determination prior to the Wind-Down Date, 3.5% of the sum of the
Maximum Aggregate Commitment and the Aggregate OTC Amount as of such
date and (ii) as of any date of determination on or after the
Wind-Down Date, the Aggregate OTC Amount on such date.

"Required Reserve Account Funded Amount" shall have the
meaning set forth in subsection 2.5(a) of the Liquidity Agreement.

"Required Trip Interest Rate Caps" shall have the meaning set
forth in Section 5.2(a) of the Financing Loan and Security Agreement.

"Required Trust Interest Rate Caps" shall have the meaning set
forth in Section 2.03 of the Receivables Purchase Agreement.

"Requirement of Law" shall mean, as to any Person, the
certificate of incorporation and by-laws or other organizational or
governing documents of such Person, and any law, treaty, rule or
regulation or determination of an arbitrator or a court or other
Governmental Authority, in each case applicable to or binding upon
such Person or any of its property or to which such Person or any of
its property is subject.

"Reserve Account" shall have the meaning set forth in
subsection 5.1 of the Collateral Trust Agreement.

"Reserve Account Pre-Funded Amount" shall have the meaning set
forth in subsection 2.5(b) of the Liquidity Agreement.
<PAGE> 51
51

"Residual Payment" shall mean, with respect to a Lease
Receivable, the amount payable by the related Obligor under the
related Vehicle Lease in respect of the residual value of each Leased
Vehicle thereunder.

"Responsible Officer" shall mean, (i) with respect to any
Person, other than the Collateral Trustee, the president, the vice-
president-controller or the vice-president-treasurer of such Person
and (ii) with respect to the Collateral Trustee, any officer within
the Corporate Trust and Agency Group (or any successor group of the
Collateral Trustee) including any vice president, assistant vice
president, assistant secretary, assistant treasurer or any other
officer of the Collateral Trustee customarily performing functions
similar to those performed by the persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is
referred because of his knowledge of and familiarity with the
particular subject.

"Retail Assignment" shall mean an assignment substantially in
the form of Exhibit A to the Retail Receivables Purchase Agreement, as
such form may be amended, supplemented or otherwise modified from time
to time.

"Retail Note" shall mean a retail instalment contract between
NFC and an Obligor or a retail loan evidenced by a note issued by an
Obligor to NFC.

"Retail Receivable" shall mean a retail installment contract
for, or a retail loan evidenced by a note and secured by, one or more
new or used medium or heavy duty trucks, buses or trailers.

"Retail Receivable Cash Purchase Price" shall mean, with
respect to a Retail Receivable Purchase Date, the cash portion of the
Retail Receivable Purchase Price payable by Trip on such Purchase
Date, as set forth on the related Retail Receivable Purchase Date
Schedule.

"Retail Receivable Closing" shall have the meaning set forth
in Section 2.02 of the Retail Receivables Purchase Agreement.

"Retail Receivable Purchase Date" shall have the meaning set
forth in Section 2.01 of the Retail Receivables Purchase Agreement.

"Retail Receivable Purchase Date Schedule" shall mean the
Retail Receivable Purchase Date Schedule substantially in the form of
Exhibit B to the Retail Receivables Purchase Agreement.
<PAGE> 52
52

"Retail Receivable Purchase Price" shall have the meaning set
forth in Section 2.02 of the Retail Receivables Purchase Agreement.

"Retail Receivable Purchased Assets" shall mean the property
described in Section 2.01 of the Retail Receivables Purchase
Agreement.

"Retail Receivable Purchase Termination Event" shall mean the
occurrence and continuation of any of the following events:

(a) NFC shall fail to pay any amount payable under
the Retail Receivables Purchase Agreement when due in
accordance with the terms thereof; or

(b) NFC shall fail to observe or perform in any
material respect any covenant or agreement applicable to it
contained in the Retail Receivables Purchase Agreement (other
than as specified in subsection (a) above) provided, that no
such failure shall constitute a Retail Receivable Purchase
Termination Event under this subsection (b) unless (i) such
failure continues unremedied for a period of 30 days from the
date on which written notice of such failure, requiring the
same to be remedied, shall have been received by NFC, (ii)
such failure is in respect of Section 5.04 of the Retail
Receivables Purchase Agreement and NFC shall have failed to
comply with the provisions of Section 5.08 of the Retail
Receivables Purchase Agreement in respect thereof within two
Business Days of when NFC was obligated to do so or (iii) such
failure is in respect of Section 5.06 of the Retail
Receivables Purchase Agreement; or

(c) any representation, warranty, certification or
statement made or deemed made by NFC in the Retail Receivables
Purchase Agreement shall prove to have been incorrect in any
material respect on or as of the date made or deemed made,
provided, that a Retail Receivable Purchase Termination Event
shall not be deemed to have occurred under this subsection (c)
based upon a breach of any representation or warranty set
forth in Section 3.01 of the Retail Receivables Purchase
Agreement if NFC shall have complied with the provisions of
Section 5.08 of the Retail Receivables Purchase Agreement in
respect thereof within two Business Days of when NFC was
obligated to do so; or

(d) there shall have occurred an Insolvency Event or
an Involuntary Filing Event with respect to NFC.

"Retail Receivables Purchase Agreement" shall mean the
Receivables Purchase Agreement, between Trip and NFC,
<PAGE> 53
53

substantially in the form of Exhibit I to the Liquidity Agreement, as
the same may be amended, supplemented or otherwise modified from time
to time.

"Revolving Loan" shall mean, with respect to any Lender, any
Loan made by such Lender in accordance with, and under the
circumstances described in subsection 2.3 of the Liquidity Agreement.

"Revolving Note" shall mean the Note issued by Trip to NFC
under the Intercompany Agreement.

"Schedule of Trust Receivables" shall mean the Schedule of
Trust Receivables substantially in the form of Annex I to the
Receivables Purchase Agreement.

"Scheduled Payment" shall mean, with respect to any
Receivable, a payment which (i) is in the amount required under the
terms of the Contract with respect to such Receivable, (ii) is payable
by the Obligor with respect to such Receivable and (iii) includes
finance charges equivalent to the APR with respect to such Receivable.

"Secured Parties" shall have the meaning set forth in
subsection 4.1 of the Collateral Trust Agreement.

"Securities Act" shall mean the United States Securities Act
of 1933, as amended from time to time.

"Servicing Fees" shall mean the Trip Servicing Fee and/or the
Trust Servicing Fee.

"Settlement Date" shall mean the 20th day of each month or, if
any such day is not a Business Day, the next succeeding Business Day,
commencing with the month following the month in which the Initial
Funding Date occurs.

"Settlement Subaccount" shall have the meaning set forth in
subsection 5.1 of the Collateral Trust Agreement.

"Six-Month Liquidations" shall mean for any Monthly Period the
Gross Balance of all Receivables in the NFC Portfolio outstanding on
the date that is five Monthly Periods preceding the beginning of that
Monthly Period plus the Gross Balance of all Receivables added to the
NFC Portfolio during that Monthly Period and the five Monthly Periods
preceding the beginning of that Monthly Period minus the Gross Balance
of all Receivables in the NFC Portfolio outstanding at the end of such
Monthly Period.

"Skip Receivable" shall mean a Receivable that provides for
monthly payments in eleven or fewer months of each twelve-month
period.
<PAGE> 54
54

"Skip Receivable Amount" shall mean as of any date of
determination, an amount equal to the aggregate Contract Value of all
Eligible Program Receivables as of such date that are Skip Receivables
(after giving effect to any changes in the Program Receivables on such
date).

"Skip Receivable Limit" shall mean, as of any date of
determination, an amount equal to 10% of the Program Pool Balance as
of such date.

"Skip Receivable Trust Amount" shall mean, with respect to any
Trust Pool, an amount equal to the aggregate Contract Value of all
Eligible Trust Receivables as of the Purchase Cutoff Date with respect
to such Trust Pool that are Skip Receivables.

"Skip Receivable Trust Limit" shall mean, with respect to any
Trust Pool, an amount equal to 10% of the Initial Trust Pool Balance
with respect to such Trust Pool.

"S&P" shall mean Standard & Poor's Ratings Group, or its
successor.

"Special Certificate Interest" shall have the meaning set
forth in subsection 5.3(a)(vi)(D) of the Collateral Trust Agreement.

"Special Interest" shall have the meaning set forth in
subsection 2.13(e) of the Liquidity Agreement.

"Specified Spread Account Balance" shall mean, on any date of
determination, the sum of (i) the Trip Specified Spread Account
Balance on such date of determination and (ii) the sum of the Trust
Specified Spread Account Balances with respect to each Trust Pool on
such date of determination.

"Spread Account" shall have the meaning set forth in
subsection 5.1 of the Collateral Trust Agreement.

"State Amount" shall mean as of any date of determination,
with respect to Program Receivables the Obligors of which are located
in a single state, an amount equal to the aggregate Contract Value of
all Eligible Program Receivables of such Obligors as of such date
(after giving effect to any changes in the Program Receivables as of
such date).

"State Limit" shall mean, as of any date of determination, an
amount equal to 10% of the Program Pool Balance as of such date.

"State Trust Amount" shall mean, with respect to any Trust
Pool and the Trust Receivables in such Trust Pool the
<PAGE> 55
55

Obligors of which are located in a single state, an amount equal to
the aggregate Contract Value of all Eligible Trust Receivables of such
Obligors in such Trust Pool as of the Purchase Cutoff Date with
respect to such Trust Pool.

"State Trust Limit" shall mean, with respect to any Trust
Pool, an amount equal to 10% of the Initial Trust Pool Balance with
respect to such Trust Pool.

"Subsidiary" shall mean as to any Person, a corporation,
partnership or other entity of which shares of stock or other
ownership interests having ordinary voting power (other than stock or
such other ownership interests having such power only by reason of the
happening of a contingency) to elect a majority of the board of
directors or other managers of such corporation, partnership or other
entity are at the time owned, or the management of which is otherwise
controlled, directly or indirectly through one or more intermediaries,
or both, by such Person.

"Tax Allocation Agreement" shall mean the Tax Allocation
Agreement effective October 1, 1981 between NITC and certain of its
Subsidiaries, as amended and in effect on November 7, 1994, as further
amended and supplemented.

"Taxes" shall have the meaning set forth in subsection 2.11(d)
of the Trust Agreement or set forth in subsection 2.19(a) of the
Liquidity Agreement, as the context may require.

"Telerate Page 3750" shall mean the display designated as
"Page 3750" on the Telerate Service (or such other page as may replace
Page 3750 on that service or such other service as may be nominated by
the British Bankers' Association as the information vendor for the
purpose of displaying British Bankers' Association Interest Settlement
Rates for Dollar deposits).

"Three-Month Liquidations" shall mean for any Monthly Period
the Gross Balance of all Receivables in the NFC Portfolio outstanding
on the date that is two Monthly Periods preceding the beginning of
that Monthly Period plus the Gross Balance of all Receivables added to
the NFC Portfolio during that Monthly Period and the two Monthly
Periods preceding the beginning of that Monthly Period minus the Gross
Balance of all Receivables in the NFC Portfolio outstanding at the end
of such Monthly Period.

"Total Cash Available" shall mean, for any Settlement Date,
the excess, if any, of (i) the sum of (A) the aggregate amount of
Collections deposited in the Collateral Account with respect to the
immediately preceding Monthly Period, (B) all amounts paid under the
Interest Rate Caps with respect to such Monthly Period and (C)
Investment
<PAGE> 56
56

Earnings for such Settlement Date over (ii) the sum of (A) the
aggregate amount withdrawn from the Collection Subaccount pursuant to
subsection 5.3(a)(iii) of the Collateral Trust Agreement during such
Monthly Period and (B) the aggregate amount allocated to the Principal
Subaccount pursuant to subsection 5.3(a)(i)(D) of the Collateral Trust
Agreement during such Monthly Period.

"Transferee" shall have the meaning set forth in subsection
10.6(f) of the Liquidity Agreement.

"Transferred Assets" shall have the meaning set forth in
Section 2.01 of the Receivables Purchase Agreement.

"Transferred Receivable Closing" shall have the meaning set
forth in Section 2.02 of the Receivables Purchase Agreement.

"Transferred Receivables" shall mean with respect to a
Receivable Purchase Date, the Receivables identified in the related
Schedule of Trust Receivables.

"Trip" shall mean Truck Retail Installment Paper Corp., a
Delaware corporation.

"Trip Cap Strike Rate" shall mean, on any date of
determination, the weighted average "cap rate" under the Trip Interest
Rate Caps outstanding or to be outstanding on such date.

"Trip Collateral" shall have the meaning set forth in
subsection 5.1 of the Financing Loan and Security Agreement.

"Trip Collections" shall mean the sum of (i) all payments on
the Trip Receivables made by or on behalf of Obligors, including,
without limitation, Liquidation Proceeds, (ii) all Warranty Payments
and Administrative Purchase Payments with respect to Trip Receivables
and (iii) all Permitted Transfer Payments.

"Trip Discount Percentage" shall mean, (i) on any date of a
Change in Trip Borrowing Base, the percentage equivalent of a
fraction, the numerator of which is the Trip Discounted Present Value
on such date and the denominator of which is the Trip Pool Balance on
such date and, (ii) on any other date of determination, an amount
equal to the Trip Discount Percentage on the most recent date on which
a Change in Trip Borrowing Base occurred.

"Trip Discounted Present Value" shall mean, on any date of
determination, an amount equal to the present value, discounted at a
rate per annum equal to the sum of (i) the Weighted Average Trip APR
on such date and (ii) the excess, if any, of (A) the Trip Required Net
Yield on such date over
<PAGE> 57
57

(B) the Trip Net Yield on such date, of the payments on a Receivable
having (x) equal monthly payments in an amount equal to the Trip
Payment Amount on such date and (y) a term to maturity equal to the
Weighted Average Trip Maturity on such date.

"Trip Interest Rate Cap Assignment" shall mean an assignment
of a Trip Interest Rate Cap substantially in the form of Exhibit F to
the Financing Loan and Security Agreement.

"Trip Interest Rate Caps" shall have the meaning set forth in
subsection 5.2(a) of the Financing Loan and Security Agreement.

"Trip Lease Receivables" shall mean any Trip Receivable that
is a Lease Receivable.

"Trip Net Yield" shall mean, on any date of determination, the
excess of (i) the Weighted Average Trip APR on such date over (ii) the
sum of (A) the percentage in effect to calculate the Trip Servicing
Fee pursuant to Section 2.08 of the Trip Servicing Agreement on such
date, (B) the weighted average margin over the Eurodollar Base Rate or
the LIBO Rate, as the case may be, applicable to Eurodollar Loans and
the outstanding Trust Certificates (assuming that the highest
Applicable Margin applies with respect to Eurodollar Loans under the
Liquidity Agreement and that the aggregate principal amount of
Eurodollar Loans outstanding on such date includes the principal
amount of all ABR Loans and the Principal Component of all Commercial
Paper Notes (including any anticipated increase in Loans or Commercial
Paper on such date)) and (C) .25%.

"Trip 1993 Purchase Agreement" shall mean the Amended and
Restated Purchase Agreement dated as of April 26, 1993, among Trip,
NFC, the Purchasers listed therein, Chemical Bank and Continental
Bank, N.A., as co-Agents and J.P. Morgan Delaware, as Administrative
Agent.

"Trip Obligations" shall mean the unpaid principal amount of
the Financing Note and all other obligations and liabilities of Trip
to the Trust (including, without limitation, the obligation to pay
Trip Program Costs), whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter
incurred, which may arise under, out of, or in connection with, the
Financing Loan and Security Agreement, the Financing Note or any other
Basic Document, in each case whether on account of principal,
interest, reimbursement obligations, fees, indemnities, costs,
expenses or otherwise.

"Trip Payment Amount" shall mean, on any date of
determination, an amount equal to the amount that would be
<PAGE> 58
58

payable per month on a Receivable that provides for equal monthly
payments that fully amortize the amount financed over its term to
maturity and that has (i) an amount financed equal to the Trip Pool
Balance on such date, (ii) an APR equal to the Weighted Average Trip
APR on such date and (iii) a term to maturity equal to the Weighted
Average Trip Maturity on such date.

"Trip Percentage" shall mean, on any Settlement Date, the
percentage equivalent of a fraction, the numerator of which is the
product of (i) the average aggregate Contract Value of the Eligible
Trip Receivables during the immediately preceding Monthly Period and
(ii) the weighted average Trip Discount Percentage during such Monthly
Period and the denominator of which is the sum of (x) the product of
(1) the average aggregate Contract Value of the Eligible Trip
Receivables during the immediately preceding Monthly Period and (2)
the weighted average Trip Discount Percentage during such Monthly
Period, (y) the product of (1) the average aggregate Contract Value of
the Eligible Trust Receivables during the immediately preceding
Monthly Period and (2) the weighted average Trust Discount with
respect to each Trust Pool during such Monthly Period and (z) the
average Net Issuer Amount during the immediately preceding Monthly
Period.

"Trip Pool Balance" shall mean, on any date of determination
during an Accrual Period, the aggregate Contract Value of the Eligible
Trip Receivables (after giving effect to any changes in the Trip
Receivables on such date) as of the last day of the Monthly Period
immediately preceding the first day of such Accrual Period (or, if any
such Receivable became a Trip Receivable after the last day of such
Monthly Period, the Contract Value thereof as of the Purchase Cutoff
Date with respect to such Receivable); provided, however, that, solely
for purposes of this definition, in determining Eligible Trip
Receivables as of any date, any Trip Receivable that was not an
Eligible Receivable as of the last day of such Monthly Period but was
represented to be an "Eligible Receivable" as of the Purchase Date
with respect to such Receivable and was not a Defaulted Receivable or
a Liquidating Receivable as of the last day of such Monthly Period,
shall be included in determining the Trip Pool Balance on such date.

"Trip Receivable" shall mean each Designated Lease Receivable
purchased by Trip pursuant to the Lease Receivables Purchase Agreement
and each Designated Retail Receivable purchased by Trip pursuant the
Retail Receivables Purchase Agreement and not theretofore (i)
repurchased by NLC pursuant to Section 5.08 of the Lease Receivable
Purchase Agreement or repurchased by NFC pursuant to Section 5.08 of
the Retail Receivable Purchase Agreement, as the case may be, (ii)
purchased by the Trip Servicer pursuant to
<PAGE> 59
59

Section 2.07 of the Trip Servicing Agreement, (iii) sold to the Trust
under the Receivables Purchase Agreement, (iv) released from the Lien
of the Financing Loan and Security Agreement pursuant to subsection
5.4(e) of the Financing Loan and Security Agreement or (v) become a
Liquidating Receivable.

"Trip Receivable File" shall mean the documents listed in
Section 4.01 of the Trip Servicing Agreement pertaining to a
particular Trip Receivable.

"Trip Required Net Yield" shall mean (i) during an Option 1
Period, on any date of determination, the Trip Cap Strike Rate or (ii)
during an Option 2 Period, (a) on any date of a Change in Trip
Borrowing Base, the sum of (A) the average of the offered rates for
deposits in Dollars for a period of one month which appears on
Telerate Page 3750 as of 11:00 a.m., London time, two Working Days
prior to such date and (B) 7.50% per annum and (b) on any other date
of determination an amount equal to the Trip Required Net Yield on the
most recent date on which a Change in Trip Borrowing Base occurred.

"Trip Retail Receivable" shall mean any Trip Receivable that
is a Retail Receivable.

"Trip Servicer" shall mean NFC, in its capacity as servicer
under the Trip Servicing Agreement and any successor or assign in such
capacity.

"Trip Servicer Default" shall mean any of the events specified
in Section 7.01 of the Trip Servicing Agreement; provided that any
requirement for the giving of notice, the lapse of time, or both, or
any other condition, has been satisfied.

"Trip Servicing Agreement" shall mean the Servicing Agreement,
between Trip and NFC, as servicer, substantially in the form of
Exhibit G to the Liquidity Agreement, as the same may be amended,
supplemented or otherwise modified from time to time.

"Trip Servicing Fee" shall mean the amount payable to the Trip
Servicer pursuant to Section 2.08 of the Trip Servicing Agreement.

"Trip Specified Spread Account Balance" shall mean on any date
of determination during an Accrual Period, the greatest of:

(i) the product of (A) the sum of (x) 7% and (y) the
Used Vehicle Increment on such date and (B) the Net Trip Pool
Balance on such date, provided, however, that if (1) the
Combined Three-Month Net Loss Percentage for
<PAGE> 60
60

the Monthly Period immediately preceding the first day
of such Accrual Period exceeded 3.5% or the Combined Twelve-Month
Net Loss Percentage for the Monthly Period immediately preceding the
first day of such Accrual Period exceeded 3%, the amount in this
clause (i) with respect to such date and each date thereafter until
the next succeeding Settlement Date on which the Combined
Three-Month Net Loss Percentage for the preceding Monthly Period
shall be 3.5% or less and the Combined Twelve-Month Net Loss
Percentage for the preceding Monthly Period shall be 3.0% or less
shall equal the product of (A) the sum of (x) 10% and (y) the Used
Vehicle Increment on such date and (B) the Net Trip Pool Balance on
such date or (2) the average of the Delinquency Percentages for the
three Monthly Periods preceding the first day of such Accrual Period
exceeds 2%, the amount in this clause (i) with respect to such date
and each date thereafter shall until the next succeeding Settlement
Date on which the Delinquency Percentages for the three Monthly
Periods shall be 2% or less equal the product of (A) the sum of (x)
10% and (y) the Used Vehicle Increment on such date and (B) the Net
Trip Pool Balance on such date, provided, further that if the
Combined Twelve-Month Net Loss Percentage for the Monthly Period
immediately preceding the first day of such Accrual Period exceeded
3.5%, the amount in this clause (i) with respect to such date and
each date thereafter until the next succeeding Settlement Date on
which the Combined Twelve-Month Net Loss Percentage for the
preceding Monthly Period shall be 3.5% or less shall equal the
product of (A) the sum of (x) 13% and (y) the Used Vehicle Increment
on such date and (B) the Net Trip Pool Balance on such date;

(ii) the product of (A) 2% and (B) the highest Net
Trip Pool Balance since the date of the most recent release of
Trip Receivables in accordance with subsection 5.4 of the
Financing Loan and Security Agreement (or, if no such release
has occurred, since the Initial Funding Date); and

(iii) $1,000,000;

provided further that the Trip Specified Spread Account Balance on
each date after the occurrence of an Event of Default shall equal the
greater of the Trip Specified Spread Account Balance on the date of
the occurrence of such Event of Default and the Trip Specified Spread
Account Balance determined without giving effect to this proviso and
provided further that the Trip Specified Spread Account Balance on any
Settlement Date shall not exceed the Net Trip Pool Balance on such
Settlement Date.
<PAGE> 61
61

"Trust" shall mean the NFC Asset Trust created pursuant to the
Trust Agreement.

"Trust Accrued Yield" shall mean on any date of determination
during an Accrual Period, an amount equal to the sum of the following
amounts:

(i) the product of (A) the number of days in the
period from and including the first day of such Accrual Period
to but excluding such date of determination divided by 360,
(B) the Trip Required Net Yield on such date and (C) the
average Net Trip Pool Balance during the period commencing on
the first day of the Monthly Period during which such Accrual
Period commences and ending the number of days referred to in
clause (A) hereof thereafter;

(ii) the product with respect to each Trust Pool of
(A) the number of days in the period from and including the
first day of such Accrual Period to but excluding such date of
determination divided by 360, (B) the Trust Cap Strike Rate
with respect to such Trust Pool and (C) the Net Trust Pool
Balance with respect to such Trust Pool on the first day of
such Accrual Period; and

(iii) the product of (A) the number of days in the
period from and including the first day of such Accrual Period
to but excluding such date of determination divided by 360,
(B) the rate per annum applicable to the Trust Wholesale
Certificate during the Distribution Period commencing
immediately prior to the first day of such Accrual Period and
(C) the average Net Issuer Amount during the period commencing
on the first day of such Distribution Period and ending the
number of days referred to in clause (A) hereof thereafter.

"Trust Agreement" shall mean the Trust Agreement, dated as of
November 7, 1994, between Trip and the Owner Trustee, substantially in
the form of Exhibit D to the Liquidity Agreement, as the same may be
amended, supplemented or otherwise modified from time to time.

"Trust Asset Balance" shall mean on any date of determination,
the sum of (i) the Receivable Borrowing Base on such date, (ii) the
Net Trip Pool Balance on such date and (iii) the Net Issuer Amount on
such date.

"Trust Cap Strike Rate" shall mean, with respect to any Trust
Pool, the weighted average "cap rate" under the Trust Interest Rate
Caps entered into in connection with such Trust Pool pursuant to
Section 2.03 of the Receivables Purchase Agreement.
<PAGE> 62
62

"Trust Certificates" shall mean the certificates of beneficial
interest in the Trust issued pursuant to the Trust Agreement.

"Trust Discount Percentage" shall mean, with respect to any
Trust Pool, the percentage equivalent of a fraction, the numerator of
which is the Trust Discounted Present Value with respect to such Trust
Pool and the denominator of which is the Initial Trust Pool Balance
with respect to such Trust Pool.

"Trust Discounted Present Value" shall mean, with respect to
any Trust Pool, an amount equal to the present value, discounted at a
rate per annum equal to the sum of (i) the Weighted Average Trust APR
with respect to such Trust Pool on the Receivable Purchase Date with
respect to such Trust Pool and (ii) the excess, if any, of (A) the
Trust Cap Strike Rate with respect to such Trust Pool over (B) the
Trust Net Yield with respect to such Trust Pool on the Receivable
Purchase Date with respect to such Trust Pool, of the payments on a
Receivable having (x) equal monthly payments in an amount equal to the
Trust Payment Amount with respect to such Trust Pool and (y) a term to
maturity equal to the Weighted Average Trust Maturity with respect to
such Trust Pool on the Receivable Purchase Date with respect to such
Trust Pool.

"Trust Estate" shall mean all right, title and interest of the
Trust in, to and under the Trip Collateral, including, without
limitation, the Financing Note, the Financing Loan and Security
Agreement and the Trip Interest Rate Caps, the Trust Receivables, the
Trust Interest Rate Caps, the Trust Wholesale Certificate, all funds
on deposit from time to time in the Collection Account, the Spread
Account, the Collateral Account, the Non-Pro Rata Funding Account, the
Reserve Account, the Certificate Reserve Account and the Certificate
Distribution Account and all other property of the Trust from time to
time, including any rights of the Owner Trustee and the Trust pursuant
to the Basic Documents and the Equity Documents.

"Trust Interest Rate Cap Assignment" shall mean an assignment
of an Interest Rate Cap substantially in the form of Exhibit B to the
Receivables Purchase Agreement.

"Trust Interest Rate Caps" shall have the meaning set forth in
Section 2.03 of the Receivables Purchase Agreement.

"Trust Lease Receivable" shall mean any Trust Receivable that
is a Lease Receivable.

"Trust Net Yield" shall mean, with respect to any Trust Pool
on the Receivable Purchase Date with respect to such Trust Pool, the
excess of (i) the Weighted Average Trust APR
<PAGE> 63
63

with respect to such Trust Pool over (ii) the sum of (A) the
percentage in effect to calculate the Trust Servicing Fee pursuant to
Section 2.08 of the Trust Servicing Agreement on such date, (B) the
weighted average margin over the Eurodollar Base Rate or the LIBO
Rate, as the case may be, applicable to Eurodollar Loans and the
outstanding Trust Certificates (assuming that the highest Applicable
Margin applies with respect to Eurodollar Loans under the Liquidity
Agreement and that the aggregate principal amount of Eurodollar Loans
outstanding on such date includes the principal amount of all ABR
Loans and the Principal Component of all Commercial Paper Notes
(including any anticipated increase in Loans or Commercial Paper on
such date)) and (C) .25%.

"Trust Payment Amount" shall mean, with respect to any Trust
Pool, an amount equal to the amount that would be payable per month on
a Receivable that provides for equal monthly payments that fully
amortize the amount financed over its term to maturity and that has
(i) an amount financed equal to the Initial Trust Pool Balance with
respect to such Trust Pool, (ii) an APR equal to the Weighted Average
Trust APR with respect to such Trust Pool on the Receivable Purchase
Date with respect to such Trust Pool and (iii) a term to maturity
equal to the Weighted Average Trust Maturity with respect to such
Trust Pool.

"Trust Pool" shall mean, on any date of determination, the
Designated Trust Receivables with respect to each Receivable Purchase
Date, other than any Trust Pool purchased on or prior to such date by
the Trust Servicer pursuant to Section 8.01 of the Trust Servicing
Agreement.

"Trust Pool Balance" shall mean, on any date of determination
during an Accrual Period with respect to any Trust Pool, the aggregate
Contract Value of the Eligible Trust Receivables in such Trust Pool as
of the last day of the Monthly Period immediately preceding the first
day of such Accrual Period (or, if such Trust Pool was acquired by the
Trust after the last day of such Monthly Period, the aggregate
Contract Value thereof as of the Purchase Cutoff Date with respect to
such Trust Pool); provided, however, that, solely for purposes of this
definition, in determining Eligible Trust Receivables as of any date,
any Trust Receivable that was not an Eligible Receivable as of the
last day of such Monthly Period but was represented to be an "Eligible
Receivable" as of the Receivable Purchase Date with respect to such
Receivable and was not a Defaulted Receivable or a Liquidating
Receivable as of the last day of such Monthly Period, shall be
included in determining the Trust Pool Balance with respect to such
Trust Pool.

"Trust Principal Payment Amount" shall mean, for any
Settlement Date with respect to any Trust Pool, the product
<PAGE> 64
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of (i) the sum of the Contract Value Declines for such Settlement Date
for each Eligible Trust Receivable in such Trust Pool on the last day
of the immediately preceding Monthly Period and (ii) the Trust
Discount Percentage with respect to such Trust Pool.

"Trust Receivable" shall mean each Retail Receivable or Lease
Receivable that have been conveyed to the Borrower pursuant to the
Receivables Purchase Agreement and not theretofore (i) repurchased by
NLC pursuant to Section 5.08 of the Lease Receivable Purchase
Agreement, repurchased by NFC pursuant to Section 5.08 of the Retail
Receivable Purchase Agreement or repurchased by Trip pursuant to
Section 5.04 of the Receivables Purchase Agreement, as the case may
be, (ii) purchased by the Trust Servicer pursuant to Section 2.07 or
8.01 of the Trust Servicing Agreement or (iii) become a Liquidating
Receivable.

"Trust Receivable File" shall have the documents listed in
Section 4.01 of the Trust Servicing Agreement pertaining to a
particular Trust Receivable.

"Trust Retail Receivable" shall mean any Trust Receivable that
is a Retail Receivable.

"Trust Servicer" shall mean NFC in its capacity as servicer
under the Trust Servicing Agreement and any successor or assign in
such capacity.

"Trust Servicer Default" shall mean any of the events
specified in Section 7.01 of the Trust Servicing Agreement; provided
that any requirement for the giving of notice, the lapse of time, or
both, or any other condition, has been satisfied.

"Trust Servicing Agreement" shall mean the Servicing
Agreement, between the Borrower and NFC, as servicer, substantially in
the form of Exhibit F to the Liquidity Agreement, as the same may be
amended, supplemented or otherwise modified from time to time.

"Trust Servicing Fee" shall mean the amount payable to the
Trust Servicer pursuant to Section 2.08 of the Trust Servicing
Agreement.

"Trust Specified Spread Account Balance" shall mean on any
date of determination during an Accrual Period with respect to any
Trust Pool, the greatest of:

(i) the product of (A) the sum of (x) 7% and (y) the
Used Vehicle Increment on such date and (B) the Net Trust Pool
Balance with respect to such Trust Pool on such date,
provided, however, that if (1) the Combined Three-Month Net
Loss Percentage for the Monthly Period
<PAGE> 65
65

immediately preceding the first day of such Accrual Period exceeded
3.5% or the Combined Twelve-Month Net Loss Percentage for the Monthly
Period immediately preceding the first day of such Accrual Period
exceeded 3%, the amount in this clause (i) with respect to such date
and each date thereafter until the next succeeding Settlement Date on
which the Combined Three-Month Net Loss Percentage for the preceding
Monthly Period shall be 3.5% or less and the Combined Twelve-Month Net
Loss Percentage for the preceding Monthly Period shall be 3.0% or less
shall equal the product of (A) the sum of (x) 10% and (y) the Used
Vehicle Increment on such date and (B) the Net Trust Pool Balance with
respect to such Trust Pool on such date or (2) the average of the
Delinquency Percentages for the three Monthly Periods preceding the
first day of such Accrual Period exceeds 2%, the amount in this clause
(i) with respect to such date and each date thereafter until the next
succeeding Settlement Date on which the Delinquency Percentages for
the preceding three Monthly Periods shall be 2% or less shall equal
the product of (A) the sum of (x) 10% and (y) the Used Vehicle
Increment on such date and (B) the Net Trust Pool Balance with respect
to such Trust Pool on such date, provided, further that if the
Combined Twelve-Month Net Loss Percentage for the Monthly Period
immediately preceding the first day of such Accrual Period exceeded
3.5%, the amount in this clause (i) with respect to such date and each
date thereafter until the next succeeding Settlement Date on which the
Combined Twelve-Month Net Loss Percentage for the preceding Monthly
Period shall be 3.5% or less shall equal the product of (A) the sum of
(x) 13% and (y) the Used Vehicle Increment on such date and (B) the
Net Trust Pool Balance with respect to such Trust Pool on such date;

(ii) the product of (A) 2% and (B) the Initial Net
Trust Pool Balance with respect to such Trust Pool; and

(iii) $1,000,000;

provided further that the Trust Specified Spread Account Balance with
respect to any Trust Pool on each date after the occurrence of an
Event of Default shall equal the greater of the Trust Specified Spread
Account Balance with respect to such Trust Pool on the date of the
occurrence of such Event of Default and the Trust Specified Spread
Account Balance with respect to such Trust Pool determined without
giving effect to this proviso and provided further that the Trust
Specified Spread Account Balance with respect to any Trust Pool on any
Settlement Date shall not exceed the Net Trust Pool Balance with
respect to such Trust Pool on such Settlement Date.
<PAGE> 66
66

"Trust Statute" shall mean Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code Section 3801 et seq., as the same may be
amended from time to time.

"Trust Wholesale Certificate" shall mean the Wholesale
Certificate acquired by the Borrower pursuant to the Wholesale
Purchase Agreement.

"Turnover" shall mean, on any Wholesale Determination Date,
the amount equal to the quotient of (i) the product of (a) the sum of
all collections received in respect of the assets of the Wholesale
Master Trust during the three Monthly Periods preceding such date and
(b) four and (ii) the daily average principal amount of the assets of
the Wholesale Master Trust outstanding during such Monthly Periods.

"Twelve-Month Liquidations" shall mean for any Monthly Period
the Gross Balance of all Receivables in the NFC Portfolio outstanding
on the date that is eleven Monthly Periods preceding the beginning of
that Monthly Period plus the Gross Balance of all Receivables added to
the NFC Portfolio during that Monthly Period and the eleven Monthly
Periods preceding the beginning of that Monthly Period minus the Gross
Balance of all Receivables in the NFC Portfolio outstanding at the end
of such Monthly Period.

"Type" shall mean, as to any Loan, its nature as a ABR Loan or
a Eurodollar Loan.

"UCC" shall mean the Uniform Commercial Code, as in effect in
the relevant jurisdiction.

"UCC Collateral" shall mean any property a security interest
in which may be perfected by filing under the UCC.

"Unearned Income" shall mean, with respect to any Receivable,
as of the last day of any Monthly Period the portion of the Gross
Balance thereof identified as unearned income by the Trip Servicer or
the Trust Servicer, as the case may be, in accordance with its
customary applicable accounting procedures.

"Unutilized Available Commitments" shall mean, at any time,
the aggregate Available Commitments of all the Lenders at such time
minus the Utilized Available Commitments at such time.

"Used Vehicle Amount" shall mean as of any date of
determination, an amount equal to the aggregate Contract Value of all
Eligible Program Receivables as of such date that are Used Vehicle
Receivables (after giving effect to any changes in the Program
Receivables as of such date).
<PAGE> 67
67

"Used Vehicle Increment" shall mean as of any date of
determination, (i) as of which the Used Vehicle Percentage is 25% or
less, zero; or (ii) as of which the Used Vehicle Percentage is greater
than 25%, 1%.

"Used Vehicle Limit" shall mean, as of any date of
determination, an amount equal to 35% of the Program Pool Balance as
of such date.

"Used Vehicle Percentage" shall mean, (i) on any Retail
Receivable Purchase Date or Lease Receivable Purchase Date, the
percentage equivalent of a fraction, the numerator of which is the
aggregate Contract Values of all Eligible Program Receivables that are
Used Vehicle Receivables as of the Purchase Cutoff Date with respect
to such Purchase Date, and the denominator of which is the Program
Pool Balance as of such date, (ii) on the date of any release of Trip
Receivables from the Lien of the Financing Loan and Security Agreement
in accordance with subsection 5.4 of the Financing Loan and Security
Agreement, the percentage equivalent of a fraction, the numerator of
which is the aggregate Contract Values of all Eligible Program
Receivables that are Used Vehicle Receivables as of the last day of
the Monthly Period immediately preceding the Monthly Period in which
the date of such release occurs (after giving effect to such release),
and the denominator of which is the Program Pool Balance as of such
date (after giving effect to such release) and (iii) on any other date
of determination, an amount equal to the Used Vehicle Percentage on
the most recent Retail Receivable Purchase Date, Lease Receivable
Purchase Date or date of release of Trip Receivables.

"Used Vehicle Receivable" shall mean a Receivable secured by
one or more used Financed Vehicles.

"Used Vehicle Trust Amount" shall mean, with respect to any
Trust Pool, an amount equal to the aggregate Contract Value of all
Eligible Trip Receivables in such Trust Pool as of the Purchase Cutoff
Date with respect to such Trust Pool that are Used Vehicle
Receivables.

"Used Vehicle Trust Limit" shall mean, with respect to any
Trust Pool, an amount equal to 35% of the Initial Trust Pool Balance
with respect to such Trust Pool.

"Utilized Available Commitments" shall mean, at any time, the
Face Amount of outstanding Commercial Paper at such time.

"Vehicle" shall mean a Financed Vehicle or a Leased Vehicle.
<PAGE> 68
68

"Vehicle Lease" shall mean a leasing agreement (including,
without limitation all schedules and addendum thereto) between NLC and
an Obligor.

"Voting Percentage" shall mean the percentage equivalent of a
fraction the numerator of which equals (i) in the case of a Non-
Extending Lender which has made a Non-Pro Rata Revolving Loan, the
outstanding principal amount of such Non-Pro Rata Revolving Loan, (ii)
in the case of a Downgraded Lender, the sum of the outstanding
principal amount of any Non-Pro Rata Reserve Account Loan made by such
Downgraded Lender and the outstanding principal amount of any
Revolving Loans and Refunding Loans of such Downgraded Lender, and
(iii) in the case of any other Lender, such Lender's Commitment (or,
at any time after the Commitments have expired or terminated, the
aggregate outstanding principal amount of such Lender's Loans) and the
denominator of which equals the sum of the numerators used to
calculate the Voting Percentage for all Lenders (including
Non-Extending Lenders and Downgraded Lenders).

"Warranty Payment" shall mean, with respect to a Settlement
Date and a Warranty Receivable repurchased as of the last day of the
immediately preceding Monthly Period, the Contract Value thereof as of
such date.

"Warranty Purchaser" shall mean any of (i) Trip pursuant to
Section 5.04 of the Receivables Purchase Agreement, (ii) NFC pursuant
to Section 5.08 of the Retail Receivables Purchase Agreement or (iii)
NLC pursuant to Section 5.08 of the Lease Receivables Purchase
Agreement.

"Warranty Receivable" shall mean a Program Receivable which
the Warranty Purchaser has become obligated to repurchase pursuant to
Section 5.04 of the Receivables Purchase Agreement, Section 5.08 of
the Lease Receivables Purchase Agreement or Section 5.08 of the Retail
Receivables Purchase Agreement.

"Weighted Average Program Maturity" shall mean, as of any date
of determination, the weighted average maturity of the Eligible
Program Receivables as of such date.

"Weighted Average Trip APR" shall mean, on any date of
determination during an Accrual Period, (i) the sum of the product
with respect to each Eligible Trip Receivable (after giving effect to
any changes in the Trip Receivables on such date) of (A) the APR of
such Trip Receivable (adjusted, if necessary, to make such APR
equivalent to a rate per annum based on monthly interest payments) and
(B) the Contract Value with respect to such Receivable as of the last
day of the Monthly Period immediately preceding the first day of such
Accrual Period (or, if such Receivable became a Trip Receivable after
the last day of such Monthly Period, the
<PAGE> 69
69

Contract Value thereof as of the Purchase Cutoff Date with respect to
such Receivable)divided by (ii) the Trip Pool Balance on such date.

"Weighted Average Trip Maturity" shall mean, on any date of
determination during an Accrual Period, the weighted average maturity
of the Eligible Trip Receivables (after giving effect to any changes
in the Trip Receivables on such date) as of the last day of the
Monthly Period immediately preceding the first day of such Accrual
Period (or, if any such Receivables became Trip Receivables after the
last day of such Monthly Period, as of the Purchase Cutoff Date with
respect to such Receivables).

"Weighted Average Trust APR" shall mean, with respect to any
Trust Pool on the Receivable Purchase Date with respect to such Trust
Pool, (i) the sum of the product with respect to each Eligible Trust
Receivable in such Trust Pool of (A) the APR of such Trust Receivable
(adjusted, if necessary, to make such APR equivalent to a rate per
annum based on monthly interest payments) and (B) the Contract Value
with respect to such Receivable as of the Purchase Cutoff Date with
respect to such Receivable divided by (ii) the Initial Trust Pool
Balance with respect to such Trust Pool.

"Weighted Average Trust Maturity" shall mean, with respect to
any Trust Pool on the Receivable Purchase Date with respect to such
Trust Pool, the weighted average maturity of the Eligible Trust
Receivables in such Trust Pool as of the Purchase Cutoff Date with
respect to such Trust Pool.

"Wholesale Certificate" shall mean a certificate of beneficial
interest in the Wholesale Master Trust.

"Wholesale Certificate Advance" shall mean an advance made by
the Borrower in respect of the Trust Wholesale Certificate.

"Wholesale Collections" shall mean Wholesale Principal
Collections and Wholesale Interest Collections.

"Wholesale Credit Enhancement" shall mean, with respect to the
Trust Wholesale Certificate, on any date of determination, an amount
equal to the sum of the following irrevocably available on such date
to pay the principal amount of the Trust Wholesale Certificate if the
funds ordinarily allocable to pay the principal amount of the Trust
Wholesale Certificate are unavailable: (i) the outstanding principal
amount of all securities of the Wholesale Master Trust subordinated in
right of payment to the Trust Wholesale Certificate and (ii) the
amount on
<PAGE> 70
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deposit in any reserve or spread account established under the
Wholesale Pooling and Servicing Agreement.

"Wholesale Determination Date" shall mean, with respect to
each Monthly Period, the twelfth day of the next preceding Monthly
Period, or if such twelfth day is not a Business Day, the next
Business Day thereafter.

"Wholesale Interest Collections" shall mean all monies
received in respect of interest on the Trust Wholesale Certificate.

"Wholesale Master Trust" shall mean the master trust created
pursuant to the Wholesale Pooling and Servicing Agreement.

"Wholesale Pooling and Servicing Agreement" shall mean the
Pooling and Servicing Agreement (including the Wholesale Supplement)
pursuant to which the Trust Wholesale Certificate is issued.

"Wholesale Principal Collections" shall mean all monies
received in respect of principal on the Trust Wholesale Certificate.

"Wholesale Principal Payment Amount" shall mean, for any
Settlement Date, the amount (not less than zero) equal to (i) the Net
Issuer Amount as of the last day of the Monthly Period preceding the
Monthly Period immediately preceding such Settlement Date less (ii)
the Net Issuer Amount as of the last day of the Monthly Period
immediately preceding such Settlement Date.

"Wholesale Purchase Agreement" shall mean the Purchase
Agreement between the Borrower and NFSC, pursuant to which the Trust
Wholesale Certificate is acquired by the Trust.

"Wholesale Servicer" shall mean the Person or Persons acting
as the servicer under the Wholesale Pooling and Servicing Agreement
and/or the Dealer Note Trust Pooling and Servicing Agreement.

"Wholesale Servicer Termination Event" shall mean the
occurrence of any of the following events:

(i) failure by the Wholesale Servicer to make any
payment, transfer or deposit, or failure to give instructions
to the trustee of the Wholesale Master Trust regarding the
same, on the date it is required to do so under the Wholesale
Pooling and Servicing Agreement (or within five Business Days
thereafter);

(ii) failure on the part of the Wholesale Servicer
duly to observe or perform in any material respect any
<PAGE> 71
71

other covenants or material agreements of the Wholesale
Servicer set forth in the Wholesale Pooling and Servicing
Agreement which continues unremedied for a period of 60
consecutive days after written notice is received by the
Wholesale Servicer from the trustee of the Wholesale Master
Trust or by the Wholesale Servicer and the trustee of the
Wholesale Master Trust from a holder of Wholesale
Certificates;

(iii) any representation, warranty or certification
made by the Wholesale Servicer in the Wholesale Pooling and
Servicing Agreement or in any certificate delivered pursuant
to the Wholesale Pooling and Servicing Agreement proves to
have been incorrect when made, which has a material adverse
effect on the rights of the holders of the Wholesale
Certificates, and which representation, warranty or
certification, or the circumstances or condition which caused
such representation, warranty or certification to be
incorrect, continues to be incorrect or uncured in any
material respect for a period of 60 days after written notice
is received by the Wholesale Servicer from the trustee of the
Wholesale Master Trust or by the Wholesale Servicer and the
trustee of the Wholesale Master Trust from a holder of
Wholesale Certificates; or

(iv) the occurrence of an Insolvency Event of NFC
while acting as Wholesale Servicer.

"Wholesale Supplement" shall have the meaning set forth in
subsection 5.7(c) of the Liquidity Agreement.

"Wind-Down Date" shall mean the earliest to occur of (i) the
Settlement Date occurring in the month preceding the month in which
the Expiration Date occurs, (ii) the date the Commitments are
terminated pursuant to Section 8 of the Liquidity Agreement and (iii)
the date on which a Wind-Down Event occurs.

"Wind-Down Event" shall mean the occurrence of any of the
following events:

(i) the Borrower shall become required to
register under the Investment Company Act of 1940, as amended,
as an "investment company" (as defined in such Act);

(ii) the Borrower shall give the Administrative
Agent notice of the termination of the Commitments pursuant to
subsection 2.10 of the Liquidity Agreement;
<PAGE> 72
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(iii) an Event of Default shall have occurred and
be continuing and the Administrative Agent shall have given
notice of a Wind-Down Event to the Borrower;

(iv) an Insolvency Event shall occur with respect
to the Borrower, Trip, NLC, NFSC, NFC, the Wholesale Master
Trust or the Dealer Note Trust;

(v) NFC ceases to be a wholly-owned Subsidiary
of either NITC or NIC; and

(vi) NFC (i) defaults in the payment of principal
of or interest on any debt for borrowed money beyond the
period of grace (not to exceed 30 days), if any, provided in
the instrument or agreement under which such debt was created,
if the aggregate amount of the debt and/or guarantee
obligations in respect of which such default or defaults shall
have occurred is at least $1,000,000; or (ii) defaults in the
observance or performance of any other agreement or condition
relating to any such debt referred to in clause (i) above or
contained in any other instrument or agreement evidencing,
securing or relating thereto, or any other event shall occur
or condition exist, as a result of which payment of any such
debt shall have become due prior to its stated maturity.

"Working Day" shall mean any Business Day on which dealings in
foreign currencies and exchange between banks may be carried on in
London, England.

<PAGE> 1
EXHIBIT 4.4

EXECUTION COPY

COLLATERAL TRUST AGREEMENT

COLLATERAL TRUST AGREEMENT, dated as of November 7, 1994
between NFC ASSET TRUST, a Delaware business trust (hereinafter, together with
its successors and assigns, called the "Borrower"), and BANKERS TRUST COMPANY,
a New York banking corporation, not in its individual capacity but solely as
trustee (in such capacity, the "Collateral Trustee").

W I T N E S S E T H :

WHEREAS, contemporaneously with the execution and delivery of
this Agreement, the Borrower, certain financial institutions parties thereto
from time to time, and Chemical Bank, as Administrative Agent, are entering
into a Liquidity Agreement (as amended, supplemented or otherwise modified from
time to time, the "Liquidity Agreement") providing, among other things, for the
commitment of the Lenders to make Loans to the Borrower pursuant to the
Liquidity Agreement and establishing certain conditions for the issuance of
Commercial Paper Notes by the Borrower pursuant to the Liquidity Agreement and
the other Basic Documents; and

WHEREAS, the Borrower is entering into this Agreement with the
Collateral Trustee to secure and provide for the repayment of the Obligations
at any time and from time to time owing by the Borrower to the Secured Parties
and to provide for the distribution to the Certificateholders of all amounts to
which they are entitled in accordance with the terms and provisions set forth
herein; and

WHEREAS, a condition to the effectiveness of the Liquidity
Agreement is the execution and delivery by the Borrower and the Collateral
Trustee of this Agreement.

DECLARATION OF TRUST:

NOW, THEREFORE, in order to secure the due and punctual
payment of the Obligations and to provide for the distribution to the
Certificateholders of all amounts to which they are entitled and in
consideration of the premises and the mutual agreements set forth herein, the
Collateral Trustee does hereby declare that it holds and will hold as trustee
in trust under this Agreement all of its right, title and interest in, to and
under all the Assigned Collateral (as hereinafter defined), whether now
existing or hereafter arising (and the Borrower does hereby consent thereto);
<PAGE> 2
2

TO HAVE AND TO HOLD the entire Assigned Collateral (the right,
title and interest of the Collateral Trustee in the Assigned Collateral being
hereinafter referred to as the "Collateral Trust Estate") unto the Collateral
Trustee and its successors in trust under this Agreement and its assigns
forever;

IN TRUST NEVERTHELESS, under and subject to the conditions
herein set forth and for the benefit of the Secured Parties and (to the extent
expressly provided herein) the Certificateholders, and for the enforcement of
the payment of all Obligations and for the distribution to the
Certificateholders of all amounts to which they are entitled, and as security
for the performance of and compliance with the covenants and conditions of this
Agreement;

PROVIDED, HOWEVER, that these presents are upon the condition
that if the Borrower, its successors or assigns, shall satisfy the conditions
set forth in subsection 9.7, then this Agreement, and the estates and rights
hereby assigned, shall cease, terminate and be void; otherwise they shall
remain and be in full force and effect; and

IT IS HEREBY FURTHER COVENANTED AND DECLARED, that the
Collateral Trust Estate is to be held and applied by the Collateral Trustee,
subject to the further covenants, conditions and trusts hereinafter set forth.

SECTION 1. DEFINITIONS

1.1 Defined Terms. Capitalized terms used in this
Agreement shall have the respective meanings assigned to such terms in Appendix
A to the Liquidity Agreement unless otherwise defined herein.

1.2 Other Definitional Provisions. (a) Unless otherwise
specified therein, all terms defined in this Agreement shall have the defined
meanings when used in the other Basic Documents or any certificate or other
document made or delivered pursuant hereto or thereto.

(b) As used herein and in the other Basic Documents, and in
any certificate or other document made or delivered pursuant hereto, accounting
terms relating to the Borrower not defined in subsection 1.1, and accounting
terms partly defined in subsection 1.1, to the extent not defined, shall have
the respective meanings given to them under GAAP.

(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 are to this Agreement unless
otherwise specified.
<PAGE> 3
3

(d) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

SECTION 2. OBLIGATIONS COVERED HEREBY

This Agreement is made (i) to provide for and secure repayment
of the following indebtedness and liabilities of the Borrower (such
indebtedness and liabilities being herein called the "Obligations"): all
indebtedness (including any interest thereon), whether absolute, fixed or
contingent, at any time owing by or on behalf of the Borrower (A) to the
holders from time to time of the outstanding Commercial Paper issued in
accordance with Section 3 of the Liquidity Agreement and (B) to the Lenders and
the Administrative Agent under the Liquidity Agreement, pro rata, in accordance
with the respective amounts owed by the Borrower in respect of such obligations
to the holders of the Commercial Paper and the Lenders and (ii) to the extent
expressly provided herein, to provide for the distribution to the
Certificateholders of all amounts to which they are entitled.

SECTION 3. REPRESENTATIONS, WARRANTIES AND COVENANTS;
BORROWER REPRESENTATIVE AND DEPOSITARY
REPRESENTATIVES

3.1 Representations and Warranties of the Borrower. The
Borrower reaffirms and repeats its respective representations and warranties
contained in the Liquidity Agreement and the other Basic Documents and hereby
expressly incorporates them by reference, and agrees that the Collateral
Trustee, on behalf of itself and the Secured Parties, may rely on such
representations and warranties as though set forth herein in full.

3.2 Borrower Representatives and Depositary Representatives.
(a) With the delivery of this Agreement, the Borrower is furnishing to the
Collateral Trustee, and from time to time thereafter may furnish to the
Collateral Trustee, a certificate (hereinafter called a "Borrower Incumbency
Certificate") of the Secretary or an Assistant Secretary of the Owner Trustee
and of the Administrator certifying the incumbency and specimen signatures of
officers of the Owner Trustee and of the Administrator and the agents of the
Borrower (which may include employees or agents of the Administrator) (such
officers and agents being hereinafter called the "Borrower Representatives")
authorized to act, and to give instructions and notices, on behalf of the
Borrower hereunder. Until the Collateral Trustee receives a subsequent
Borrower Incumbency Certificate, the Collateral Trustee shall be entitled to
conclusively rely on the last such Borrower Incumbency Certificate delivered to
it for purposes of determining the authorized Borrower Representatives.
<PAGE> 4
4

(b) With the delivery of this Agreement, the Borrower shall
cause the Depositary to furnish to the Collateral Trustee, and from time to
time thereafter may cause the Depositary to furnish to the Collateral Trustee,
a certificate (hereinafter called a "Depositary Incumbency Certificate") of the
Secretary or an Assistant Secretary or of a Vice President of the Depositary
certifying the incumbency and specimen signatures of officers, employees and
agents (such employees being hereinafter called the "Depositary
Representatives") of the Depositary authorized to act, and to give instructions
and notices, on behalf of the Depositary pursuant to this Agreement and the
Depositary Agreement. Until the Collateral Trustee receives a subsequent
Depositary Incumbency Certificate, the Collateral Trustee shall be entitled to
conclusively rely on the last such Depositary Incumbency Certificate delivered
to it for purposes of determining the authorized Depositary Representatives.

SECTION 4. ASSIGNMENT

4.1 Assignment. In order to secure and to provide for the
repayment of the Obligations, the Borrower hereby assigns, conveys, transfers,
delivers and sets over unto the Collateral Trustee for the benefit of the
Lenders, the Administrative Agent and the holders of the Commercial Paper
(collectively, the "Secured Parties" and each, a "Secured Party"), and hereby
grants to the Collateral Trustee for the benefit of each Secured Party a
security interest in all right, title and interest of the Borrower in, to and
under the following (all of the following indicated in clauses (i) through
(xiv) being referred to collectively as the "Assigned Collateral"):

(i) the Financing Loan and Security Agreement, the
Financing Note and the Trip Collateral, including without limitation,
all moneys due and to become due to the Borrower in connection with
the Financing Loan and Security Agreement, the Trip Interest Rate Caps
and the Financing Note, and all rights, remedies, powers, privileges
and claims of the Borrower as party to the Financing Loan and Security
Agreement, assignee of the Trip Collateral and holder of the Financing
Note, including, without limitation, the rights of the Borrower to
enforce the Financing Loan and Security Agreement and the Trip
Interest Rate Caps and the obligations of any Person thereunder and to
give or withhold any and all consents, requests, notices, directions,
approvals, extensions or waivers under or with respect to such
agreements or instruments or the obligations of any Person thereunder;

(ii) all Trust Receivables, and all monies paid thereon
(including Liquidation Proceeds and, with respect to such Trust
Receivables that are Lease Receivables, Residual Payments) and due
thereunder on and after the related Purchase Cutoff Date;
<PAGE> 5
5

(iii) the security interests (A) in the Financed Vehicles
granted by Obligors to secure repayment of any such Trust Receivable
that is a Retail Receivable (and, to the extent permitted by law, in
any accessions thereto which are financed by NFC) and (B) in Leased
Vehicles (and, to the extent permitted by law, in any accessions
thereto which are financed by NLC) granted by NLC pursuant to the
Lease Receivables Purchase Agreement to secure payment of any such
Trust Receivable that is a Lease Receivable;

(iv) the benefits of any lease assignments with respect to
the Vehicles to which the Trust Receivables relate;

(v) any proceeds from any Insurance Policies with respect
to the Trust Receivables;

(vi) any proceeds from Dealer Liability with respect to
the Trust Receivables, proceeds from any NITC Purchase Obligations
with respect to the Trust Receivables and proceeds from any Guaranties
of Trust Receivables;

(vii) the Receivables Purchase Agreement, including,
without limitation, all amounts payable by Trip pursuant to Section
5.04 of the Receivables Purchase Agreement and all other moneys due
and to become due to the Borrower thereunder or in connection
therewith, whether payable as fees, expenses, costs, indemnitees,
damages for the breach of the Receivables Purchase Agreement or
otherwise, all rights, remedies, powers, privileges and claims of the
Borrower under or with respect to the Receivables Purchase Agreement
(whether arising pursuant to the terms of the Receivables Purchase
Agreement or otherwise available to the Borrower at law or in equity),
including, without limitation, the right of the Borrower to enforce
the obligations of Trip thereunder (including the obligation to
repurchase Trust Receivables under certain circumstances) and to give
or withhold any and all consents, requests, notices, directions,
approvals, extensions or waivers under or with respect to the
Receivables Purchase Agreement;

(viii) the Trust Servicing Agreement, including without
limitation, all amounts payable by the Trust Servicer pursuant to
Section 2.07 of the Trust Servicing Agreement and all other moneys due
and to become due to the Borrower thereunder or in connection
therewith, whether payable as fees, expenses, costs, indemnitees,
damages for the breach of the Trust Servicing Agreement or otherwise,
all rights, remedies, powers, privileges and claims of the Borrower
under or with respect to the Trust Servicing Agreement (whether
arising pursuant to the terms of the Trust Servicing Agreement or
otherwise available to the Borrower at law or in equity), including,
without limitation, the right of the Borrower to enforce the
obligations of the Trust Servicer thereunder and to give or withhold
any and
<PAGE> 6
6

all consents, requests, notices, directions, approvals, extensions or
waivers under or with respect to the Trust Servicing Agreement;

(ix) the Trust Interest Rate Caps, including without
limitation, all monies due and to become due to Trip thereunder or in
connection therewith, whether payable as fees, expenses, costs,
indemnities, damages for breach of such Trust Interest Rate Caps or
otherwise, and all rights, remedies, powers, privileges and claims of
Trip under or with respect to such Trust Interest Rate Caps (whether
arising pursuant to the terms of such Trust Interest Rate Caps or
otherwise available to Trip at law or in equity) , including, without
limitation, the right of Trip to enforce the obligations of the
Counterparties thereunder and to give or withhold any and all
consents, requests, notices, directions, approvals, extensions or
waivers under or with respect to such Trust Interest Rate Caps;

(x) from and after the date the Trust Wholesale
Certificate is purchased by the Borrower, the Trust Wholesale
Certificate, including without limitation, all monies due and to
become due to the Borrower in connection with the Trust Wholesale
Certificate, and all rights, remedies, powers, privileges and claims
of the Borrower as holder of the Trust Wholesale Certificate,
including, without limitation, the rights of the Borrower as holder of
the Trust Wholesale Certificate to enforce the Wholesale Pooling and
Servicing Agreement and the Wholesale Supplement and the obligations
of any Person thereunder and to give or withhold any and all consents,
requests, notices, directions, approvals, extensions or waivers under
or with respect to such agreements or the obligations of any Person
thereunder;

(xi) the Administration Agreement and the other Basic
Documents, including, without limitation, all moneys due and to become
due to the Borrower thereunder or in connection therewith, other than
indemnity payments, whether payable as fees, expenses, costs,
insurance recoveries, damages for the breach of the Administration
Agreement or the other Basic Documents or otherwise, and all rights,
remedies, powers, privileges and claims of the Borrower under or with
respect to the Administration Agreement and the other Basic Documents
(whether arising pursuant to the terms of the Basic Documents or
otherwise available to the Borrower at law or in equity), including,
without limitation, the rights of the Borrower to enforce the
Administration Agreement and the other Basic Documents and to give or
withhold any and all consents, requests, notices, directions,
approvals, extensions or waivers under or with respect to the
Administration Agreement and the other Basic Documents;
<PAGE> 7
7

(xii) all additional property that may from time to time
hereafter be subjected to the grant and pledge hereof by the Borrower
or by any Person on its behalf, including the deposit with the
Collateral Trustee of additional moneys by the Borrower;

(xiii) the Collateral Account, the Non-Pro Rata Funding
Account, the Reserve Account, the Spread Account and, to the extent
set forth in subsection 5.5, the Commercial Paper Account, including
all funds held in such accounts and all Eligible Investments and other
certificates and instruments, if any, from time to time representing
or evidencing investment of such amounts; and

(xiv) all Proceeds of any of the foregoing.

Concurrently with the execution and delivery of this
Agreement, the Borrower shall cause the Financing Note to be delivered to the
Collateral Trustee, for the ratable benefit of each Secured Party.

Notwithstanding the assignment and security interest so
granted to the Collateral Trustee, the Borrower shall nevertheless be
permitted, subject to the provisions of subsection 4.3 and Section 6, to give
all consents, requests, notices, directions, approvals, extensions or waivers,
if any, which are required or contemplated to be given by the Borrower by the
specific terms of any of the Basic Documents, and the assignment and security
interest so granted to the Collateral Trustee shall not relieve the Borrower
from the performance of any term, covenant, condition or agreement on the
Borrower's part to be performed or observed under or in connection with any of
the Basic Documents, or impose any obligation on the Collateral Trustee, the
Administrative Agent or the Lenders to perform or observe any such term,
covenant, condition or agreement on the Borrower's part to be so performed or
observed or impose any liability on the Collateral Trustee, the Administrative
Agent or the Lenders for any act or omission on the part of the Borrower
relative thereto or from any breach of any representation or warranty on the
part of the Borrower contained in the Basic Documents, or made in connection
therewith.

4.2 Application of Assigned Collateral. The Borrower hereby
acknowledges and agrees that, until this Agreement is terminated, all moneys
and other cash proceeds due and to become due to the Borrower under the
Assigned Collateral shall be paid directly to the Collateral Trustee and that
the Borrower agrees if any such moneys or other cash proceeds shall be received
by the Borrower, such moneys and other cash proceeds will not be commingled by
the Borrower with any of its other funds or property, but will be held separate
and apart therefrom and shall be held in trust by the Borrower for and promptly
paid over to the Collateral Trustee. All moneys and other cash proceeds
received by the Collateral Trustee pursuant to this Section 4
<PAGE> 8
8

shall be deposited in the Collateral Account for application as provided in
subsection 5.3.

4.3 Performance of Agreements. Promptly following a request
from the Collateral Trustee or the Administrative Agent to do so and at the
Borrower's own expense, the Borrower agrees (a) to take all such lawful action
as the Collateral Trustee or the Administrative Agent may reasonably request to
compel or secure the performance and observance by any Person of its
obligations to the Borrower (i) under or in connection with the Financing Loan
and Security Agreement, in accordance with the terms thereof, (ii) under or in
connection with the Receivables Purchase Agreement, the Trust Servicing
Agreement or the Trust Interest Rate Caps, in accordance with the terms
thereof, (iii) as holder of the Trust Wholesale Certificate, under or in
connection with the Wholesale Pooling and Servicing Agreement or the Wholesale
Supplement, in accordance with the terms thereof, and (iv) any party to any
other Basic Document of its obligations to the Borrower thereunder in
accordance with the terms thereof, and (b) to exercise any and all rights,
remedies, powers and privileges lawfully available to the Borrower (i) under or
in connection with the Financing Loan and Security Agreement and the Trip
Collateral, (ii) under or in connection with the Receivables Purchase
Agreement, the Trust Servicing Agreement or the Trust Interest Rate Caps, (iii)
as holder of the Trust Wholesale Certificate, under or in connection with the
Wholesale Pooling and Servicing Agreement or the Wholesale Supplement or (iv)
under or in connection with any Basic Document, in each case to the extent and
in the manner directed by the Collateral Trustee or the Administrative Agent,
including, without limitation, the transmission of notices of default on the
part of any party to any Basic Document or to the Wholesale Pooling and
Servicing Agreement or the Wholesale Supplement and the institution of legal or
administrative actions or proceedings to compel or secure performance by any
party to any Basic Document or to the Wholesale Pooling and Servicing Agreement
or to the Wholesale Supplement of its respective obligations. The Borrower
further agrees that it will not, without the prior written consent of the
Collateral Trustee and the Administrative Agent, (a) exercise any right,
remedy, power or privilege available to it under or in connection with the (i)
Financing Loan and Security Agreement or the Trip Collateral, (ii) the
Receivables Purchase Agreement, the Trust Servicing Agreement or the Trust
Interest Rate Caps or (iii) the Wholesale Pooling and Servicing Agreement or
the Wholesale Supplement, (b) take any reasonable action to compel or secure
performance or observance by (i) any Person of its obligations to the Borrower
under or in connection with the Financing Loan and Security Agreement, the
Financing Note or the Trip Collateral, (ii) any Person of its obligations to
the Borrower under or in connection with the Receivables Purchase Agreement,
the Trust Servicing Agreement or the Trust Interest Rate Caps, (iii) any Person
of its obligations to the Borrower as holder of the Trust Wholesale Certificate
under or in connection with the Wholesale Pooling and Servicing Agreement or
the
<PAGE> 9
9

Wholesale Supplement or (iv) any party to any other Basic Document or (c) give
any consent, request, notice, direction, approval, extension or waiver to any
Person under (i) the Financing Loan and Security Agreement or the Trip
Collateral, (ii) the Receivables Purchase Agreement, the Trust Servicing
Agreement or the Trust Interest Rate Caps or (iii) the Wholesale Pooling and
Servicing Agreement or the Wholesale Supplement, in each case, not required to
be exercised, taken, observed or given by the Borrower pursuant to the terms
thereof.

4.4 Location of Records, etc. The Borrower hereby covenants
and agrees that (a) its chief place of business and chief executive office, and
the place where its records pertaining to the Assigned Collateral will be kept,
shall at all times be located at the offices of the Owner Trustee, 1201 Market
Street, Wilmington, Delaware 19801 and the Borrower will not change such
location without giving the Collateral Trustee prior notice of such change, (b)
it will at all times maintain each office from which it shall administer the
Assigned Collateral, and its chief place of business and chief executive
office, within the United States of America and (c) it will not change its
name, identity, or corporate structure in any manner that would, could, or
might make any financing statement or continuation statement filed in
connection herewith seriously misleading within the meaning of any applicable
UCC then in effect, unless it shall have given the Collateral Trustee and the
Administrative Agent at least 60 days' prior written notice thereof and taken
all action required by subsection 9.2.

4.5 Notice of Default under Basic Documents. The Borrower
agrees, at its own expense, to give the Collateral Trustee and the
Administrative Agent prompt (and in no event more than two Business Days
thereafter) written notice of each default coming to the Borrower's attention
on the part of any Person under any of the Basic Documents.

4.6 Custody of Basic Documents. Simultaneously with the
execution and delivery by the Borrower of this Agreement, the Borrower is
delivering to the Collateral Trustee an original counterpart of each Basic
Document currently in effect, including the Financing Note, which at all times
shall be retained in the custody and possession of the Collateral Trustee until
the termination of this Agreement. At the time of its acquisition of the Trust
Wholesale Certificate, the Borrower shall deliver to the Collateral Trustee an
original counterpart of the Wholesale Pooling and Servicing Agreement and the
Wholesale Supplement, which at all times thereafter shall be retained in the
custody and possession of the Collateral Trustee until the termination of this
Agreement.

4.7 Delivery of Eligible Investments. The Collateral Trustee
agrees, by its acceptance hereof, that: (a) any Designated Account Property
that constitutes Physical Property shall be delivered to the Collateral Trustee
in accordance with
<PAGE> 10
10

paragraph (i) of the definition of "Delivery" and shall be held, pending
maturity or disposition, solely by the Collateral Trustee or a financial
intermediary (as such term is defined in Section 8-313(4) of the UCC) acting
solely for the Collateral Trustee; (b) any Designated Account Property that is
a book-entry security held through the Federal Reserve System pursuant to
Federal book-entry regulations shall be delivered in accordance with paragraph
(ii) of the definition of "Delivery" and shall be maintained by the Collateral
Trustee, pending maturity or the disposition, through continued book-entry
registration of such Designated Account Property as described in such
paragraph; and (c) any Designated Account Property that is an "uncertificated
security" under Article 8 of the UCC and that is not governed by clause (b)
above shall be delivered to the Collateral Trustee in accordance with paragraph
(iii) of the definition of "Delivery" and shall be maintained by the Collateral
Trustee, pending maturity or disposition, through continued registration of the
Collateral Trustee's (or its nominee's) ownership of such security.

4.8 No Liability. Neither the Collateral Trustee, nor any
director, officer, employee, agent or stockholder of the Collateral Trustee,
shall be liable for any action taken or omitted to be taken by it or them
relative to any of the Assigned Collateral except for its or their own
negligence or willful misconduct, and the Collateral Trustee shall not be
liable for any action or omission to act on the part of any agent appointed and
selected by the Collateral Trustee with reasonable care to act with respect to
the Assigned Collateral or any part thereof.

4.9 Release of Assigned Collateral. Upon receipt of the
Administrative Purchase Payment with respect to an Administrative Receivable,
the Warranty Payment with respect to a Warranty Receivable, the Permitted
Transfer Payment with respect to a Permitted Transfer Receivable, or an
Optional Purchase Payment with respect to an Optional Purchase Receivable,
respectively, the Collateral Trustee shall assign, without recourse,
representation or warranty, to the Administrative Purchaser, the Warranty
Purchaser, Trip or the Trust Servicer, as applicable, all of the Collateral
Trustee's right, title and interest in, to and under (a) such Administrative
Receivable, Warranty Receivable, Permitted Transfer Receivable or Optional
Purchase Receivable, as applicable, and all monies due thereon, (b) the
security interests in the related Vehicles and, to the extent permitted by law,
in any accessions thereto which are financed by NFC or NLC, (c) the benefits of
any lease assignments with respect to the Vehicle or Vehicles to which such
Receivable relates, (d) the proceeds from any Insurance Policies with respect
to such Receivable, (e) the proceeds from Dealer Liability with respect to such
Receivable, proceeds from any NITC Purchase Obligations with respect to such
Receivable and proceeds from any Guaranties of such Receivable, (f) the Lease
Receivables Purchase Agreement, the Retail Receivables Purchase Agreement, the
Receivables Purchase Agreement and/or the Trip Servicing Agreement or the Trust
Servicing Agreement with respect to such
<PAGE> 11
11

Receivable, and (g) proceeds of any and all of the foregoing, such assignment
being an assignment outright and not for security. Upon the assignment of such
Receivable and related rights described in the preceding sentence, the
Administrative Purchaser, the Warranty Purchaser, Trip or the Trust Servicer,
as applicable, shall own such Receivable, and all such security and documents,
free of any further obligations to either the Collateral Trustee or the Secured
Parties.

SECTION 5. COLLATERAL ACCOUNT

5.1 Establishment of Collateral Account, etc. The Collateral
Trustee shall establish, and at all times during the term of this Agreement
maintain, an Eligible Deposit Account in the name of and under the control of
the Collateral Trustee for the benefit of the Secured Parties and the
Certificateholders, as their interests may appear in this Agreement (said
account being called the "Collateral Account" and being identified on the date
hereof as Chemical Bank Account No. 323-080995), the operation of which shall
be governed by this Section 5.

For administrative purposes only, the Collateral Trustee shall
establish or cause to be established seven subaccounts of the Collateral
Account as follows: the "General Subaccount", the "Collection Subaccount", the
"Expense Subaccount", the "Interest Subaccount", the "Special Interest
Subaccount", "Principal Subaccount" and the "Settlement Subaccount".

It is understood and agreed by the Borrower, the Collateral
Trustee and the Administrative Agent that there shall be deposited in the
Collateral Account the following moneys, cash and proceeds: (a) the proceeds
from the sale of Commercial Paper, to the extent not required to repay any
maturing Commercial Paper on the date of issuance of such Commercial Paper, and
to the extent not maintained in the Commercial Paper Account pursuant to the
terms of the Depositary Agreement, (b) the proceeds of Loans (other than any
proceeds of Refunding Loans deposited directly into the Commercial Paper
Account pursuant to the Liquidity Agreement and any proceeds of Non-Pro Rata
Revolving Loans and Non-Pro Rata Reserve Account Loans), (c) to the extent
provided in Section 3.3(c) of the Trust Agreement, the proceeds from the sale
of Trust Certificates pursuant to the terms of the Equity Documents and (d) all
moneys received by the Collateral Trustee pursuant to this Agreement or any
other Basic Document and required by the terms hereof or thereof to be
deposited by or on behalf of the Borrower in the Collateral Account, including
amounts transferred from the Spread Account in accordance with the terms of
this Agreement.

The Collateral Trustee shall also establish, and at all times
during the term of this Agreement maintain, an Eligible Deposit Account in the
name of and under the control of the
<PAGE> 12
12

Collateral Trustee on behalf of the Secured Parties (the "Non-Pro Rata Funding
Account" and being identified on the date hereof as Chemical Bank Account No.
323-081002). The Collateral Trustee, upon receipt of funds identified in a
written notice received by the Collateral Trustee as being from a Non-Extending
Lender pursuant to subsection 2.4 of the Liquidity Agreement, accompanied by
identification of the Non-Extending Lender making such payment, shall deposit
such funds into the Non-Pro Rata Funding Account.

The Collateral Trustee shall also establish, and at all times
during the term of this Agreement maintain, an Eligible Deposit Account in the
name of and under the control of the Collateral Trustee on behalf of Secured
Parties (the "Reserve Account" and being identified on the date hereof as
Chemical Bank Account No. 323-081029). The Collateral Trustee, upon receipt of
funds identified in a written notice received by the Collateral Trustee as
being from a Downgraded Lender pursuant to subsection 2.5 of the Liquidity
Agreement, accompanied by identification of the Downgraded Lender making such
payment, shall deposit such funds into the Reserve Account.

The Collateral Trustee shall also establish, and at all times
during the term of this Agreement maintain, an Eligible Deposit Account in the
name of and under the control of the Collateral Trustee on behalf of the
Secured Parties and the Certificateholders, as their interests may appear in
this Agreement (the "Spread Account" and being identified on the date hereof as
Chemical Bank Account No. 323-081037). The Collateral Trustee, upon receipt of
funds from Trip identified in a written notice received by the Collateral
Trustee as being for deposit in the Spread Account, shall deposit such funds
into the Spread Account and shall deposit any funds allocated for deposit in
the Spread Account pursuant to subsection 5.3(a)(vi)(F) into the Spread
Account.

The Collateral Trustee shall have complete dominion and
control over the Collateral Account, the Non-Pro Rata Funding Account, the
Reserve Account and the Spread Account and the Borrower hereby agrees that only
the Collateral Trustee may make withdrawals from the Collateral Account, the
Non-Pro Rata Funding Account, the Reserve Account and the Spread Account;
provided, however, that the Borrower, the Administrative Agent and the
Depositary may request withdrawals from the Collateral Account, the Non-Pro
Rata Funding Account, the Reserve Account and the Spread Account in accordance
with the terms of subsection 5.3.

Except for the Collateral Account, the Non-Pro Rata Funding
Account, the Reserve Account, the Spread Account, the Commercial Paper Account,
the Certificate Distribution Account and the Certificate Reserve Account, the
Borrower agrees that it will not open or maintain a bank account with any
Person without the written consent of the Rating Agencies. The Collateral
Trustee shall give the Borrower, the Administrative Agent, the
<PAGE> 13
13

Lenders, the Owner Trustee and the Depositary immediate notice if a Responsible
Officer of the Collateral Trustee receives written notice or becomes aware that
the Collateral Account, the Non-Pro Rata Funding Account, the Reserve Account,
the Spread Account or any funds deposited therein become subject to any writ,
order, judgment, warrant of attachment, execution or similar process.

5.2 Collateral Account. Throughout the term of this
Agreement, the Collateral Trustee shall be a pledgee in possession of the
Deposited Funds in the Collateral Account and shall have the sole and exclusive
right to endorse any check or any other instrument or security presented for
deposit in the Collateral Account and to withdraw or order a transfer of
Deposited Funds from the Collateral Account subject to the provisions of
subsection 5.3 and the Borrower hereby appoints the Collateral Trustee the true
and lawful attorney-in-fact of the Borrower, with full power of substitution,
for the purpose of such endorsement or making any such withdrawal or ordering
any such transfer of Deposited Funds from the Collateral Account, which
appointment is coupled with an interest and is irrevocable.

5.3 Application of Proceeds. (a) On each Business Day, so
long as a Responsible Officer of the Collateral Trustee has not received
written notice that an Event of Default specified in subsection 8(a), (e), (r)
or (s) of the Liquidity Agreement has occurred and is continuing (after giving
effect to the allocation described below) and so long as the Collateral Account
and the Spread Account or any Deposited Funds on deposit in the Collateral
Account and the Spread Account are not then subject to any writ, order,
judgment or warrant of attachment, execution or similar process, the Borrower,
through a Borrower Representative (or with respect to clause (xiii)(B) below,
the Depositary, through a Depositary Representative) shall instruct in writing
the Collateral Trustee, with respect to amounts received by the Collateral
Trustee for deposit in the Collateral Account and amounts on deposit in the
Spread Account and the Collateral Account to:

(i) make the following allocations:

(A) allocate proceeds of the issuance of Commercial
Paper (net of amounts retained in the Commercial Paper Account
to repay maturing Commercial Paper) received on such day to
the General Subaccount;

(B) allocate proceeds of Revolving Loans received on
such day to the General Subaccount;

(C) allocate Collections (other than the portion
of any Permitted Transfer Payment or Optional Purchase Payment
allocable to the Contract Value of the related Permitted
Transfer Receivable or Optional Purchase Receivable, as the
case may be) received on such day to the Collection
Subaccount;
<PAGE> 14
14

(D) allocate the portion of any Permitted Transfer
Payment or Optional Purchase Payment allocable to the Contract
Value of the related Permitted Transfer Receivable or Optional
Purchase Receivable, as the case may be, received on such day
to the Principal Subaccount; and

(E) allocate proceeds of the issuance of Trust
Certificates received on such day to the General Subaccount;

(ii) allocate the portion of the aggregate amount on
deposit in the General Subaccount (after giving effect to any deposits
made thereto pursuant to clause (i) above) required to pay the
following (in the following order of priority):

(A) to the Principal Subaccount, an amount equal to
the excess, if any, of (i) the Daily Principal Utilization
Amount for such Business Day over (ii) the aggregate amount on
deposit in the Principal Subaccount on such Business Day
(after giving effect to any deposit made thereto pursuant to
clause (i)(D) above or, if such Business Day is a Settlement
Date, clause (vi) below);

(B) to the Interest Subaccount, an amount equal to
the excess, if any, of (i) the amount of interest due and
payable on the Loans in accordance with the Liquidity
Agreement on such Business Day (other than Default Interest or
Special Interest) over (ii) the aggregate amount on deposit in
the Interest Subaccount on such Business Day (after giving
effect to any deposit made thereto pursuant to clause (vi)
below if such Business Day is a Settlement Date); and

(C) to the Settlement Subaccount, if such date is a
Settlement Date, an amount equal to the lesser of the Interest
Reconciliation Amount for such Settlement Date, if any, and
the aggregate amount allocated to the General Subaccount
pursuant to clauses (i)(A) and (i)(B) above on such Settlement
Date;

(iii) if on any Business Day, the amount on deposit in
the General Subaccount (before the allocations provided for in clauses
(ii)(A) and (ii)(B) above) is less than the amount required to make
the allocations provided for in clauses (ii)(A) and (ii)(B) above,
allocate amounts on deposit in the Collection Subaccount in the amount
of such deficiency to the Principal Subaccount and the Interest
Subaccount, respectively, to make such allocations;

(iv) if such date is a Settlement Date, allocate a
portion of the aggregate amount on deposit in the Collection
<PAGE> 15
15

Subaccount equal to the excess, if any, of the Total Cash Available
for such Settlement Date over Investment Earnings for such Settlement
Date to the Settlement Subaccount;

(v) if, on any Settlement Date (after the transfer of
Investment Earnings to the Settlement Subaccount pursuant to
subsection 5.4) the sum of (A) the Total Cash Available for such
Settlement Date and (B) the amount allocated to the Settlement
Subaccount on such Settlement Date pursuant to clause (ii)(C) above is
less than the amount required to make the payments from the Settlement
Subaccount set forth in clauses (vi)(A) through (vi)(E) below,
withdraw, or order the transfer of, amounts on deposit in the Spread
Account in the amount of such deficiency to the Settlement Subaccount;

(vi) if such date is a Settlement Date, allocate the
portion of the aggregate amount on deposit in the Settlement
Subaccount (after giving effect to any deposits made thereto pursuant
to clauses (ii)(C), (iv) and (v) above on such Settlement Date) as
follows (in the following order of priority):

(A) to the Principal Subaccount, an amount equal to
the excess, if any, of Credits Outstanding on such Settlement
Date over the Borrowing Base on such Settlement Date;

(B) to the Interest Subaccount, an amount equal to
the aggregate amount of interest (other than Default Interest
and Special Interest in excess of the aggregate amount
deposited in the Collateral Account under the Interest Rate
Caps with respect to the related Monthly Period) that has
accrued and is unpaid on the Loans from and including the
immediately preceding Settlement Date to but excluding such
Settlement Date;

(C) to the Expense Subaccount, an amount equal to
the Commitment Fees that have accrued under subsection 2.9 of
the Liquidity Agreement during the immediately preceding
Monthly Period (or, in the case of the initial Settlement
Date, during the period from and including the Effective Date
to and including the last day of the Monthly Period preceding
such Settlement Date) with respect to the average Utilized
Available Commitment during such period;

(D) to the Certificate Distribution Account, the
aggregate Interest Amounts with respect to all Trust
Certificates with respect to such Settlement Date; provided,
however, if, during any Option 2 Period, the OTC Rate applied
to calculate the Interest Amount with respect to any Trust
Certificate exceeds the sum of .75% per annum and the Trip
Required Net Yield on such
<PAGE> 16
16

Settlement Date, the portion of such Interest Amount attributable to
such excess (any such amounts due and payable to Certificateholders,
"Special Certificate Interest") shall be allocable pursuant to this
clause (vi)(D) only to the extent of any amounts deposited in the
Collateral Account under the Trip Interest Rate Caps with respect to
the related Monthly Period and not allocated to the payment of Special
Interest pursuant to clause (vi)(B) above;

(E) pro rata, to the Trust Servicer and the Trip
Servicer, the amount of the respective Trust Servicing Fee and
Trip Servicing Fee, as applicable, for such Settlement Date;

(F) to the Spread Account, to the extent that the
amount on deposit in the Spread Account is less than the
Specified Spread Account Balance on such Settlement Date;

(G) to the Expense Subaccount, an amount equal to
the Commitment Fees that have accrued under subsection 2.9 of
the Liquidity Agreement during the immediately preceding
Monthly Period (or, in the case of the initial Settlement
Date, during the period from and including the Effective Date
to and including the last day of the Monthly Period preceding
such Settlement Date with respect to the average Unutilized
Available Commitment during such period;

(H) to the Interest Subaccount, an amount equal to
any Special Interest due and payable to the Lenders (in excess
of the amount allocated with respect thereto pursuant to
clause (vi)(B) above);

(I) to the Certificate Distribution Account, the
aggregate amount of any Special Certificate Interest due and
payable to the Certificateholders (in excess of the amount
allocated with respect thereto pursuant to clause (vi)(D)
above);

(J) to the Interest Subaccount, an amount equal to
any Default Interest due and payable pursuant to the Liquidity
Agreement;

(K) to the Administrative Agent, for the benefit of
the relevant Lenders, all Lender Costs;

(L) to the Certificate Distribution Account, for the
account of the relevant Certificateholders, the amount of all
OTC Costs;

(M) to the Administrator, the Administration Fee
for such Settlement Date;
<PAGE> 17
17

(N) to Trip by wire transfer to an account specified
in writing to the Collateral Trustee by Trip or, if such
Settlement Date is on or after the Wind-Down Date, to the
Principal Subaccount, an amount equal to the product of the
Trip Percentage on such Settlement Date and the remaining
amount on deposit in the Settlement Subaccount on such
Settlement Date, after giving effect to all of the
transactions referred to in clauses (vi)(A) through (vi)(M)
above; provided, however, that if, prior to the Wind-Down
Date, during an Option 2 Period (1) the Trip Required Net
Yield on such Settlement Date is less than the sum of (x) the
average of the offered rates for deposits in Dollars for a
period of one-month which appears on Telerate Page 3750 as of
11:00 a.m., London time, two Working Days prior to such
Settlement Date and (y) 2.5% per annum or (2) the date of the
most recent Change in Trip Borrowing Base is more than five
months before such Settlement Date, such amount shall be
transferred to the Special Interest Subaccount; and

(O) to the Administrator by wire transfer to an
account specified in writing to the Collateral Trustee by the
Administrator or, if such Settlement Date is on or after the
Wind-Down Date, to the Principal Subaccount, the remaining
amount on deposit in the Settlement Subaccount on such
Settlement Date, after giving effect to all of the
transactions referred to in clauses (vi)(A) through (vi)(N)
above; provided, however, that if, prior to the Wind-Down
Date, during an Option 2 Period (1) the Trip Required Net
Yield on such Settlement Date is less than the sum of (x) the
average of the offered rates for deposits in Dollars for a
period of one-month which appears on Telerate Page 3750 as of
11:00 a.m., London time, two Working Days prior to such
Settlement Date and (y) 2.5% per annum or (2) the date of the
most recent Change in Trip Borrowing Base is more than five
months before such Settlement Date, such amount shall be
transferred to the Special Interest Subaccount;

(vii) if such date is a Settlement Date, withdraw, or order
the transfer of, amounts on deposit in the Spread Account (after
giving effect to any withdrawals pursuant to clause (v) above) in
excess of the Specified Spread Account Balance on such Settlement Date
(as certified to the Collateral Trustee by the Administrator) to Trip
by wire transfer to an account specified in writing to the Collateral
Trustee by Trip;

(viii) if such date is a Settlement Date, withdraw, or order
the transfer of, the portion of the aggregate amount on deposit in the
Expense Subaccount equal to the aggregate amount of Commitment Fees,
if any, due and payable to the
<PAGE> 18
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Lenders under subsection 2.9 of the Liquidity Agreement on such
Settlement Date to the Administrative Agent, for the account of each
Lender;

(ix) if such date is a Settlement Date, withdraw, or order
the transfer of, the portion of the aggregate amount on deposit in the
Special Interest Subaccount equal to any Special Interest due and
payable to the Lenders (in excess of the amounts allocated with
respect thereto pursuant to clauses (vi)(B) and (vi)(H) above on such
Settlement Date) to the Interest Subaccount;

(x) if such date is a Settlement Date, withdraw, or order the
transfer of, the portion of the aggregate amount on deposit in the
Special Interest Subaccount (after giving effect to the allocation of
any amount pursuant to clause (ix) above) equal to any Special
Certificate Interest due and payable to the Certificateholders (in
excess of amounts allocated with respect thereto pursuant to clauses
(vi)(D) and (vi)(I) above on such Settlement Date) to the Certificate
Distribution Account;

(xi) if such date is the first Settlement Date after the
end of an Option 2 Period on which (A) there is no Special Interest
remaining due and payable to the Lenders (after giving effect to the
allocation of any amounts therefor pursuant to clause (vi) above and
any withdrawal from the Special Interest Subaccount pursuant to clause
(ix) above on such Settlement Date) and (B) there is no Special
Certificate Interest remaining due and payable to the
Certificateholders (after giving effect to the allocation of any
amounts therefor pursuant to clause (vi) above and any withdrawal from
the Special Interest Subaccount pursuant to clause (x) above on such
Settlement Date), withdraw, or order the transfer of, an amount equal
to the product of the Trip Percentage on such Settlement Date and the
remaining amount on deposit in the Special Interest Subaccount on such
Settlement Date (after giving effect to any withdrawals from the
Special Interest Subaccount pursuant to clauses (ix) and (x) above on
such Settlement Date) to Trip by wire transfer to an account specified
in writing to the Collateral Trustee by Trip and the remaining amount
on deposit in the Special Interest Subaccount to the Administrator by
wire transfer to an account specified in writing to the Collateral
Trustee by the Administrator;

(xii) withdraw, or order the transfer of, the portion of
the aggregate amount on deposit in the Interest Subaccount required to
pay interest due and payable to the Lenders under subsection 2.13 of
the Liquidity Agreement on such Business Day to the Administrative
Agent, for the account of each Lender;
<PAGE> 19
19

(xiii) withdraw, or order the transfer of, the portion of
the aggregate amount on deposit in the Principal Subaccount required
to pay the following (in the following order of priority):

(A) to the Administrative Agent, for the accounts of
the applicable Non-Extending Lenders, the amount of any
principal outstanding in respect of any Non-Pro Rata Revolving
Loans;

(B) to the Commercial Paper Account, the amount
payable in respect of Commercial Paper maturing on such day
(after application of amounts retained in the Commercial Paper
Account to repay maturing Commercial Paper and amounts
withdrawn from the Non-Pro Rata Funding Account pursuant to
subsection 5.6);

(C) to the Administrative Agent, for the account of
each Lender, the amount of any principal due and payable on
any Loan in accordance with the Liquidity Agreement;

(D) to an account of the Wholesale Master Trust
specified in writing to the Collateral Trustee by the Borrower
by wire transfer, subject to the satisfaction of the
conditions set forth in subsection 5.7 of the Liquidity
Agreement, an amount equal to the purchase price of the Trust
Wholesale Certificate payable on such day pursuant to the
Wholesale Purchase Agreement;

(E) to an account of the Wholesale Master Trust
specified in writing to the Collateral Trustee by the Borrower
by wire transfer, subject to the satisfaction of the
conditions set forth in subsection 5.9 of the Liquidity
Agreement, an amount equal to the Wholesale Certificate
Advance for such day;

(F) to an account of Trip specified in writing to
the Collateral Trustee by the Borrower by wire transfer,
subject to the satisfaction of the conditions set forth in
subsection 5.8 of the Liquidity Agreement, an amount equal to
the initial Financing Loan Principal Amount or any increase in
the Financing Loan Principal Amount, as the case may be, on
such date;

(G) to an account of Trip specified in writing to
the Collateral Trustee by the Borrower by wire transfer,
subject to the satisfaction of the conditions set forth in
subsection 5.6 of the Liquidity Agreement, an amount equal to
the amount payable to Trip pursuant to Section 2.02 of the
Receivables Purchase Agreement on such day;
<PAGE> 20
20

(H) to the Certificate Distribution Account, an
amount equal to the amount specified by the Administrator to
be applied to reduce the Aggregate OTC Amount in accordance
with subsection 5.5 of the Trust Agreement; and

(I) if such day is a Settlement Date on or after the
Wind-Down Date, to the Certificate Distribution Account, the
amount of any distributions required to be made in respect of
the Trust Certificates in accordance with subsection 5.3(a) of
the Trust Agreement.

(b) If subsection 5.3(a) is not applicable on any
Business Day, then, to the extent possible, all Deposited Funds in the Spread
Account and the Collateral Account shall be applied to make the following
payments in the following order of priority:

(i) the full amount, on a pro rata basis, of (A) the
principal of and interest on the Loans (other than Default Interest
and Special Interest) to the Administrative Agent for the account of
the Lenders, which shall be applied as and when the same becomes due
and payable, and (B) the full amount of the Principal Component and
the Interest Component with respect to all outstanding Commercial
Paper to the Commercial Paper Account, which shall be applied as and
when the same becomes due and payable, in accordance with the
Depositary Agreement, and (C) to the Administrative Agent for the
account of the Lenders all Commitment Fees payable pursuant to the
Liquidity Agreement;

(ii) to the Certificate Distribution Account for the
benefit of the Certificateholders, all principal and interest
distributable on the Trust Certificates (other than Special
Certificate Interest), whether or not then required to be distributed;

(iii) to the Administrative Agent, for the benefit of the
relevant Lenders, all other amounts payable to such Lenders under the
Liquidity Agreement (including, without limitation, all Lender Costs),
all Special Interest and all Default Interest; and

(iv) to the Certificate Distribution Account, for the
benefit of the relevant Certificateholders, all OTC Costs and all
Special Certificate Interest payable to such Certificateholders.

(c) Any instruction delivered by the Borrower or the
Depositary pursuant to this subsection 5.3 shall be effective upon receipt of
written (which may include telecopy) or telephonic instructions (confirmed
promptly in writing) from a Borrower Representative or, with respect to
subsection
<PAGE> 21
21

5.3(a)(xiii)(B), a Depositary Representative. The Collateral Trustee may
conclusively rely on the instructions of the Borrower or (with respect to
subsection 5.3(a)(xiii)(B), the Depositary), acting singly, in any instance;
provided, however, that the Collateral Trustee may refrain from taking any
action in any instance in which it receives incomplete, conflicting or
inconsistent instructions from such parties. Any instruction given to the
Collateral Trustee pursuant to this Section 5.3 shall set forth on the face
thereof the specific amounts of the allocations, deposits, transfers or
withdrawals addressed therein, and such other information as shall be
sufficient to enable the Collateral Trustee to carry out the instruction in
accordance with this Section 5.3. The Collateral Trustee shall promptly comply
with any such instructions made by the Borrower or the Depositary in accordance
with the provisions of this subsection 5.3; provided that any such instructions
shall be given at or prior to the times required in the Liquidity Agreement and
the Depositary Agreement. If the Collateral Account is held by an Eligible
Institution other than the Collateral Trustee, a copy of each instruction given
to the Collateral Trustee hereunder shall be given to such Eligible
Institution.

5.4 Eligible Investments. (a) Moneys held in the Collateral
Account, the Non-Pro Rata Funding Account, the Reserve Account and the Spread
Account shall be invested and the proceeds of investments shall be reinvested
by the Collateral Trustee in Eligible Investments pursuant to the written
direction of the Borrower. On each Settlement Date, all interest and other
investment earnings (net of losses and investment expenses) actually received
since the prior Settlement Date on funds deposited in the Collateral Account,
the Non-Pro Rata Funding Account, the Reserve Account and the Spread Account
shall be transferred to the Settlement Subaccount and allocated in accordance
with subsection 5.3(a). The Collateral Trustee shall not be responsible or
liable for any loss resulting from the investment performance of an investment
or reinvestment of moneys held in the Collateral Account, the Non-Pro Rata
Funding Account, the Reserve Account and the Spread Account in Eligible
Investments. The Collateral Trustee from time to time shall provide the
Borrower and the Administrative Agent (and any Lender upon written request)
with statements of account relative to the Collateral Account, the Non-Pro Rata
Funding Account, the Reserve Account and the Spread Account in accordance with
the Collateral Trustee's customary practices; provided that, to the extent that
the information contained in such statements of account is supplied by an
institution or institutions other than the Collateral Trustee, the Collateral
Trustee shall not be responsible for the correctness or accuracy of the
information received by it.

(b) Moneys held in the Collateral Account (other than the
Special Interest Subaccount), the Non-Pro Rata Funding Account and the Reserve
Account shall be invested in Eligible
<PAGE> 22
22

Investments having maturities of no greater than one day. All such Eligible
Investments shall be made in the name of, and shall be payable to, the
Collateral Trustee.

(c) Moneys held in the Spread Account and the Special
Interest Subaccount shall be invested in Eligible Investments having maturities
of no later than the Business Day preceding the next Settlement Date. All such
investments shall be made in the name of, and shall be payable to, the
Collateral Trustee.

(d) The Collateral Trustee may liquidate any Eligible
Investment when required to make an application pursuant to subsection 5.3
without liability for any losses incurred thereby. The Borrower agrees to use
its reasonable efforts to schedule the maturity of such Eligible Investments so
as to avoid the necessity of liquidating the same.

5.5 Security Interest in Commercial Paper Account. The
Lenders and the Administrative Agent shall have a security interest in the
Commercial Paper Account only to the extent that funds are on deposit in the
Commercial Paper Account held by the Depositary after payment in full of all
outstanding Commercial Paper and such funds will be promptly transferred by the
Depositary to the Collateral Account in accordance with the Depositary
Agreement.

5.6 Non-Pro Rata Funding Account. Amounts on deposit in the
Non-Pro Rata Funding Account shall be withdrawn by the Collateral Trustee, upon
notice from the Depositary, and transferred to the Commercial Paper Account on
each day on which Commercial Paper matures. Such amounts shall be applied by
the Depositary, prior to its application of any other funds then available to
it, to pay maturing Commercial Paper. Each such notice from the Depositary
shall set forth on its face the specific amount of the withdrawal, together
with such other information as may be necessary for the Collateral Trustee to
carry out the withdrawal.

5.7 Reserve Account. Amounts on deposit in the Reserve
Account shall be withdrawn by the Collateral Trustee, upon receipt of
instruction by the Borrower, the Depositor or the Administrator, on each day on
which Refunding Loans are incurred by the Borrower in an amount equal to the
product of (a) the aggregate of the Commitment Percentages of all Downgraded
Lenders and (b) the aggregate amount of the Refunding Loans being incurred on
such day. On each day on which Refunding Loans mature or are prepaid pursuant
to the Liquidity Agreement, the Collateral Trustee shall, upon the receipt of
instruction by the Borrower, the Depositor or the Administrator, transfer funds
from the Principal Subaccount to the Reserve Account in an aggregate amount
equal to the product of (i) the total amount being repaid on such date and (ii)
the aggregate of the Commitment Percentages of all Downgraded Lenders. On each
day on which Non-Pro Rata Reserve Account Loans mature or are to be prepaid
pursuant to
<PAGE> 23
23

subsection 2.5(e), (f), (g), (h) or (i) of the Liquidity Agreement, the
Collateral Trustee, upon the receipt of instructions by a Borrower
Representative, shall transfer funds to the Downgraded Lender or Excluded
Downgraded Lender (or, if required by subsection 2.5 of the Liquidity
Agreement, to the Non-Pro Rata Funding Account) specified in such instructions
in the amounts specified in such instructions. For purposes of subsection
5.3(a)(xiii)(C), when the Collateral Trustee is required to make distributions
to the Administrative Agent, for the benefit of the Lenders, in respect of any
payment of principal of any Refunding Loan, the duties of the Collateral
Trustee and the Administrative Agent with respect to any Downgraded Lender
during the period prior to such Lender's Expiry Date shall be satisfied by the
transfer by the Collateral Trustee of all amounts owing to such Downgraded
Lender into the Reserve Account to the extent of such Downgraded Lender's
Required Reserve Account Funded Amount.

5.8 Certificate Reserve Account. (a) The Collateral
Trustee, for the benefit of the Certificateholders, shall establish and
maintain in the name of and under the control of the Collateral Trustee an
Eligible Deposit Account (the "Certificate Reserve Account"), bearing a
designation clearly indicating that the funds deposited therein are held for
the sole benefit of the Certificateholders.

(b) The Collateral Trustee shall possess all right, title and
interest in all funds on deposit from time to time in the Certificate Reserve
Account and in all proceeds thereof. Except as otherwise expressly provided
herein, the Certificate Reserve Account shall be under the sole dominion and
control of the Collateral Trustee for the benefit of the Certificateholders.

(c) Trip may from time to time remit funds to the Collateral
Trustee for deposit in the Certificate Reserve Account. The Collateral Trustee
shall, upon receipt of any funds from the Depositor for deposit in the
Certificate Reserve Account, deposit such funds in the Certificate Reserve
Account. Amounts on deposit in the Certificate Reserve Account shall be
invested and the proceeds of investments shall be reinvested by the Collateral
Trustee in Eligible Investments having maturities no later than the Business
Day preceding the next Settlement Date pursuant to the written direction of the
Borrower. All such Eligible Investments shall be made in the name of, and
shall be payable to, the Collateral Trustee. All interest and other investment
earnings (net of losses and investment expenses) actually received on funds
deposited in the Certificate Reserve Account shall be retained in the
Certificate Reserve Account.

(d) In the event that (i) on any Settlement Date, the Monthly
R.O.E. Amount with respect to such Settlement Date exceeds the amounts
allocable to the Certificate Distribution Account pursuant to subsection 5.3 on
such Settlement Date (other than the portion, if any, of such amounts allocable
in respect of
<PAGE> 24
24

principal or OTC Costs) and (ii) the Aggregate OTC Amount on the Settlement
Date immediately preceding such Settlement Date exceeded the Trust Asset
Balance on such preceding Settlement Date, the Collateral Trustee, upon the
receipt of instructions by a Borrower Representative, shall withdraw, or order
the transfer of, an amount equal to the lesser of the amount of such
insufficiency and the amount on deposit in the Certificate Reserve Account from
the Certificate Reserve Account to the Certificate Distribution Account.

(e) On any Settlement Date on which the amount on deposit in
the Certificate Reserve Account for such Settlement Date is greater than the
Certificate Reserve Amount for such Settlement Date (after giving effect to any
withdrawal to be made from the Certificate Reserve Account on such Settlement
Date), the Collateral Trustee, upon the receipt of instructions by a Borrower
Representative, shall transfer the amount of such excess from the Certificate
Reserve Account to an account of Trip specified in writing to the Collateral
Trustee.

SECTION 6. DEFAULT

6.1 Rights of the Collateral Trustee upon Default. If any
Event of Default shall have occurred and be continuing, the Collateral Trustee
shall, upon receipt by a Responsible Officer of the Collateral Trustee of
notice thereof with a direction of the Administrative Agent on behalf of the
Lenders (which direction shall be in writing (which may include telecopy))
withdraw amounts in the Collateral Account for application as herein provided
and, subject to the provisions of the succeeding paragraph and subsection 6.2,
may also exercise from time to time any rights and remedies available to it
with respect thereto under applicable law. Any amounts obtained by the
Collateral Trustee on account of or as a result of the exercise by the
Collateral Trustee of any right of offset or banker's lien or right of
attachment or garnishment with respect to any funds at any time and from time
to time on deposit in, or otherwise to the credit of, the Collateral Account
shall be held by the Collateral Trustee as additional collateral security for
the repayment of the Obligations and shall be applied as provided in
subsections 4.2 and 5.3.

If any Event of Default shall have occurred and be continuing,
the Collateral Trustee, upon receipt by a Responsible Officer of the Collateral
Trustee of notice thereof with a direction (which direction shall be in writing
(which may include telecopy)) of the Administrative Agent on behalf of the
Lenders shall exercise all rights, remedies, powers, privileges and claims of
the Borrower under any Basic Document, including the right to give any consent,
request, notice, direction, approval, extension or waiver under any Basic
Document, and any right of the Borrower to take such action shall be suspended.
<PAGE> 25
25

No holder of Commercial Paper shall have any right to require
the Collateral Trustee to take or refrain from taking any action under this
Agreement except as otherwise expressly stated herein.

6.2 Realization upon Assigned Collateral; Remedies. If any
Event of Default shall have occurred and be continuing, the Collateral Trustee,
upon receipt by a Responsible Officer of the Collateral Trustee of notice
thereof with a direction (which direction shall be in writing (which may
include telecopy)) of the Administrative Agent on behalf of the Lenders shall
exercise any rights and remedies available to it under applicable law,
including taking possession of the Assigned Collateral and assigning,
optioning, discounting, disposing of or selling the whole, or from time to time
any part of, the Assigned Collateral, by private or public sale or sales in
such order or otherwise in such manner as the Administrative Agent may
reasonably elect in its sole discretion (so long as such sale shall be
conducted in a commercially reasonable manner); provided that, except upon
receipt by a Responsible Officer of the Collateral Trustee of written notice of
(i) the occurrence of an Event of Default set forth in subsection 8(r) or (s)
of the Liquidity Agreement or (ii) an order for relief under the federal
Bankruptcy Code (Title 11, United States Code) having been entered in any case
or proceeding relating to the Borrower, the Collateral Trustee shall not sell
or otherwise liquidate the Assigned Collateral without the consent of the
holders of a majority in outstanding face amount of the Trust Certificates
unless the Administrative Agent, the Owner Trustee and the Depositary,
respectively, shall certify to the Collateral Trustee that the proceeds of such
sale or liquidation are sufficient to (a) repay the Obligations in full and (b)
distribute to the Certificateholders the Aggregate OTC Amount and all other
amounts to which they are entitled pursuant to the Trust Agreement; and
provided, further, that the Collateral Trustee shall not sell or otherwise
liquidate the Assigned Collateral without the consent of holders of 75% of the
aggregate Principal Component of outstanding Commercial Paper Notes unless the
Administrative Agent and the Depositary, respectively, shall certify to the
Collateral Trustee that the proceeds of such sale or liquidation are sufficient
to repay the Obligations in full (including accrued interest thereon).

The Collateral Trustee shall have, with respect to the
Assigned Collateral, in addition to any other rights and remedies which may be
available to it at law or in equity or pursuant to this Agreement or any other
contract or agreement, all rights and remedies of a secured party under any
applicable version of the UCC of the relevant jurisdictions relating to the
Assigned Collateral, and it is expressly agreed that if the Collateral Trustee
should proceed to dispose of, utilize or sell the Assigned Collateral, or any
part thereof, in accordance with the provisions of such relevant versions of
the UCC, ten Business Days' notice by the Collateral Trustee to the Borrower
shall be
<PAGE> 26
26

deemed to be reasonable notice under any such provision requiring such notice.

The Borrower hereby expressly agrees that no notice of any
sale or disposition of any Eligible Investments need be given. Any sale or
other disposition of Assigned Collateral by the Collateral Trustee may be made
on such commercially reasonable terms as the Administrative Agent may choose,
without assuming any credit risk and without any obligation to advertise or
give notice of any kind other than that necessary under applicable law.
Neither the Collateral Trustee nor the Administrative Agent shall incur any
liability as a result of the sale of the Assigned Collateral, or any part
thereof, at any private or public sale conducted in accordance with this
Agreement. The Collateral Trustee or any Lender may buy any Assigned
Collateral at any public sale conducted in accordance with this Agreement free
of any right or equity of redemption of the Borrower, which right or equity is
hereby waived or released. The Collateral Trustee shall provide each of the
Rating Agencies prior notice of the date on which a public sale, or the date
after which a private sale or other disposition, by the Collateral Trustee of
any Assigned Collateral is intended to take place; provided, however, that the
failure to give any such notice shall not in any way alter, modify or affect
the obligations of the Borrower or the powers, obligations or liability of the
Collateral Trustee.

The Collateral Trustee's sole duty with respect to the
custody, safekeeping and physical preservation of the Assigned Collateral in
its possession shall be to deal with it in a similar manner as the Collateral
Trustee deals with similar property for its own account, subject to Section
9-207 of the applicable version of the UCC and subject to the protections and
limitations on liability afforded to the Collateral Trustee under this
Agreement. Neither the Collateral Trustee, nor any of its directors, officers,
employees or agents shall be liable for failure to demand, collect or realize
upon all or any part of the Assigned Collateral or for any delay in doing so or
shall be under any obligation to sell or otherwise dispose of any Assigned
Collateral, provided that it has acted in accordance with the instructions of
the Majority Lenders or the Administrative Agent and in compliance with
applicable law and this Agreement.

6.3 Waiver of Stays, etc. To the full extent that the
Borrower may lawfully so agree, the Borrower agrees that it will not at any
time plead, claim or take the benefit of any appraisement, valuation, stay,
extension, moratorium or redemption law now or hereafter in force to prevent or
delay the enforcement of this Agreement in accordance with its terms or the
absolute sale of any portion of or all of the Assigned Collateral in accordance
with this Agreement or the possession thereof by any purchaser at any sale
under and in compliance with this Agreement, and the Borrower, for itself and
all who may claim
<PAGE> 27
27

under the Borrower, as far as the Borrower now or hereafter lawfully may do so,
hereby waives the benefit of all such laws.

6.4 Sale of Certain Collateral. The Borrower recognizes that
the Collateral Trustee may be unable to effect a public sale of the Assigned
Collateral by reason of certain prohibitions contained in the Securities Act
and applicable state securities laws, and instead may resort to one or more
private sales of the Assigned Collateral to a restricted group of purchasers
who will be obliged to agree, among other things, to acquire such security for
their own account for investment and not with a view to the distribution or
resale thereof. The Borrower acknowledges and agrees that any such private
sale or sales may result in prices and other terms less favorable to the
Borrower than if the disposition were made pursuant to a public sale and,
notwithstanding such circumstances, agrees that any such private sale or sales
made in an otherwise commercially reasonable manner shall not be deemed
commercially unreasonable solely because of the private nature of such sales.
Subject to the restrictions set forth in subsection 6.2, the Collateral Trustee
shall be under no obligation to delay a sale of any of the Assigned Collateral
for the period of time necessary to permit the issuer of any securities to
register them for public sale under the Securities Act or under applicable
state securities laws, even if such issuers would agree to do so.

SECTION 7. THE COLLATERAL TRUSTEE

7.1 Acceptance of Trust. The Collateral Trustee, for
itself and its successors, hereby accepts the trusts created by this Agreement
upon and subject to the terms and conditions hereof.

7.2 Exculpatory Provisions. (a) The Collateral Trustee
shall not be responsible in any manner whatsoever for the correctness of any
recitals, statements, representations or warranties herein, all of which are
made solely by the Borrower. The Collateral Trustee makes no representations
as to the value or condition of the Assigned Collateral or any part thereof, or
as to the title of the Borrower thereto or as to the security or perfection
afforded by this Agreement, or as to the validity, execution (except its own
execution), enforceability (except against itself), legality or sufficiency of
this Agreement or the Obligations, and the Collateral Trustee shall incur no
liability or responsibility in respect of any such matters. The Collateral
Trustee shall not be responsible for insuring the Assigned Collateral or for
the payment of taxes, charges or assessments or discharging of liens upon the
Assigned Collateral or otherwise as to the maintenance of the Assigned
Collateral, except as provided in subsection 6.2 as to the custody, safekeeping
and physical preservation of the Assigned Collateral.
<PAGE> 28
28

(b) The Collateral Trustee shall not be required to
ascertain or inquire as to the performance by the Borrower of any of the
covenants or agreements contained herein. Whenever it is necessary, or in the
opinion of the Collateral Trustee advisable, for the Collateral Trustee to
ascertain the amount of Obligations then held by Secured Parties, the
Collateral Trustee may conclusively rely on a certificate of the Administrative
Agent.

(c) Notwithstanding any provision in this Agreement to
the contrary, the Collateral Trustee shall be under no obligation or duty to
take any remedial or other action under this Agreement if taking such action
(i) would subject the Collateral Trustee to a tax in any jurisdiction where it
is not then subject to a tax or (ii) would require the Collateral Trustee to
qualify to do business in any jurisdiction where it is not then so qualified,
unless the Collateral Trustee receives first security or indemnity satisfactory
to it against such tax (or equivalent liability), or any liability resulting
from such qualification, in each case as results from the taking of such action
under this Agreement.

(d) Notwithstanding any other provision of this
Agreement, the Collateral Trustee shall not be personally liable for any action
taken or omitted to be taken by it in accordance with this Agreement except for
its own negligence or willful misconduct.

7.3 Delegation of Duties. The Collateral Trustee may
execute any of the trusts or powers hereof and perform any duty hereunder
either directly or by or through agents or attorneys-in-fact, who may include
officers and employees of the Borrower or any of the Lenders. The Collateral
Trustee shall be entitled to advice of counsel concerning all matters
pertaining to such trusts, powers and duties. The Collateral Trustee shall not
be responsible for the supervision of or the negligence or misconduct of any
agents or attorneys-in-fact selected by it with reasonable care. The
Collateral Trustee may enter into agreements with such agents or
attorneys-in-fact in such form as it may deem necessary or advisable, and shall
be entitled to amend, modify, or waive the provisions of such agreements from
time to time.

7.4 Reliance by Collateral Trustee. (a) Whenever in the
administration of this Agreement the Collateral Trustee shall deem it necessary
or desirable that a factual matter be proved or established in connection with
the Collateral Trustee's taking, suffering or omitting any action hereunder,
such matter (unless other evidence in respect thereof is herein specifically
prescribed) may be deemed to be conclusively proved or established by a
certificate delivered to the Collateral Trustee by a Borrower Representative in
the case of the Borrower, a Depositary Representative in the case of the
Depositary or by a Responsible Officer in the case of any other Person, and
such certificate shall be full warrant to the Collateral Trustee for
<PAGE> 29
29

any action reasonably taken, suffered or omitted in reliance thereon, subject,
however, to the provisions of subsection 7.5.

(b) The Collateral Trustee may consult with counsel, and
any written opinion or advice of counsel with respect to legal matters shall be
full and complete authorization and protection in respect of any action
reasonably taken or suffered by them hereunder in accordance therewith. The
Collateral Trustee shall have the right at any time to seek instructions
concerning the administration of this Agreement from any court of competent
jurisdiction.

(c) The Collateral Trustee may rely, and shall be fully
protected in acting, upon any resolution, statement, certificate, instrument,
opinion, report, notice, request, consent, order, bond or other paper or
document which it has no reason to believe to be other than genuine and to have
been signed or presented by the proper party or parties or, in the case of
cables, telecopies and telexes, to have been sent by the proper party or
parties. In the absence of its negligence or willful misconduct, the
Collateral Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon any certificates or
opinions furnished to the Collateral Trustee and conforming to the requirements
of this Agreement. The Collateral Trustee may deem and treat the payee of any
Commercial Paper Note as the owner thereof for all purposes unless a written
notice of assignment, negotiation or transfer thereof shall have been filed
with the Collateral Trustee. The Collateral Trustee shall be fully justified
in failing or refusing to take any discretionary action under this Agreement
unless it shall first receive such advice or concurrence of the Majority
Lenders (or, to the extent that this Agreement expressly requires a higher
percentage of Lenders, such higher percentage) as it deems appropriate or it
shall first be indemnified to its satisfaction by the Lenders against any and
all liability and expense which may be incurred by it by reason of taking or
continuing to take any such action, provided, however, that nothing herein
shall obligate the Collateral Trustee to obtain or seek the consent or advice
of any of the Lenders, except to the extent otherwise expressly required by
this Agreement; and provided, further, that from and after the date on which
the Collateral Trustee receives written notice from the Administrative Agent
that the Obligations have been paid in full and the Commitments have been
terminated, any advice or instructions with respect to actions by the
Collateral Trustee shall be given by the Owner Trustee, at the direction of the
Certificateholders, rather than the Lenders; and provided, further that nothing
herein shall permit the Collateral Trustee to fail to take any action required
to be taken by it in accordance with the terms of this Agreement. The
Collateral Trustee shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement in accordance with a request of
the Majority Lenders (or, to the extent that this Agreement expressly requires
a higher percentage of Lenders, such
<PAGE> 30
30

higher percentage), or the Administrative Agent on their behalf (or, upon
payment of the Obligations and termination of the Commitments, the Owner
Trustee, at the direction of the Certificateholders), and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the
Lenders, all holders of Commercial Paper, all Persons who thereafter become
obligated to make Loans under the Liquidity Agreement, all future holders of
Commercial Paper Notes and all future Certificateholders.

(d) Notwithstanding any other provision of this Agreement
to the contrary, the Collateral Trustee shall not be under any obligation to
exercise any of the rights or powers vested in the Collateral Trustee by this
Agreement or expend or risk funds or otherwise incur any financial liability in
the performance of any of its rights or powers hereunder, whether at the
request or direction of the Majority Lenders or the Administrative Agent on the
Lenders' behalf pursuant to this Agreement or otherwise, unless the Collateral
Trustee first shall have been provided adequate security and indemnity
reasonably satisfactory to it against the reasonable costs, expenses (including
reasonable attorneys' fees and expenses) and liabilities which may be incurred
by it in compliance with such request or direction, including such reasonable
advances as may be requested by the Collateral Trustee.

(e) Upon any application or demand by the Borrower
(except to the extent any such application or demand which is expressly
permitted to be made orally) to the Collateral Trustee to take or permit any
action under any of the provisions of this Agreement, the Administrator shall
furnish to the Collateral Trustee a certificate of a Responsible Officer
stating that all conditions precedent, if any, provided for in this Agreement
or in the Liquidity Agreement relating to the proposed action have been
complied with, and in the case of any such application or demand as to which
the furnishing of any document is specifically required by any provision of
this Agreement relating to such particular application or demand, such
additional document shall also be furnished.

7.5 Limitations on Duties of Collateral Trustee. (a)
The Collateral Trustee shall not be deemed to have knowledge or notice of the
occurrence of any Default or Event of Default unless a Responsible Officer of
the Collateral Trustee has received written notice from the Administrative
Agent, a Lender or the Borrower or has otherwise obtained actual knowledge
referring to this Agreement, describing such Default or Event of Default and
stating that such notice is a "notice of default" and the Collateral Trustee
shall be permitted to assume that no Default or Event of Default has occurred
in the absence of such notice or knowledge. The Collateral Trustee shall take
such action with respect to such Default or Event of Default as shall be
directed by the Administrative Agent; provided that, unless and until a
Responsible Officer of the Collateral Trustee shall
<PAGE> 31
31

have received such directions, the Collateral Trustee may (but shall not be
obligated to) take such action, or refrain from taking such action, with
respect to such Default or Event of Default as it shall deem advisable in the
best interests of the Secured Parties. Unless an Event of Default has occurred
and is continuing, and the Collateral Trustee has received written notice
thereof, the Collateral Trustee shall be obligated to perform such duties and
only such duties as are specifically set forth in this Agreement, and no
implied covenants or obligations shall be read into this Agreement against the
Collateral Trustee. If and so long as an Event of Default has not occurred,
the Collateral Trustee shall, subject and pursuant to the terms of this
Agreement, exercise the rights and powers vested in it by this Agreement, and
shall not be liable with respect to any action taken by it, or omitted to be
taken by it, in accordance with the direction of the Administrative Agent or
the Majority Lenders (or, to the extent a higher percentage is expressly
required by this Agreement, at the direction of such higher percentage) or,
after the Obligations have been fully paid and satisfied, in accordance with
the direction of the Owner Trustee acting at the request of Certificateholders
holding Trust Certificates representing more than 50% of the Aggregate OTC
Amount. If and so long as an Event of Default has occurred and is continuing,
the Collateral Trustee shall exercise the rights and powers vested in it only
to the extent requested to do so by the Administrative Agent or the Majority
Lenders (or, to the extent a higher percentage is expressly required by this
Agreement, at the direction of such higher percentage), or, after the
Obligations have been fully paid and satisfied, only to the extent requested to
do so by the Owner Trustee acting at the request of Certificateholders holding
Trust Certificates representing more than 50% of the Aggregate OTC Amount, and
shall not be liable with respect to any action taken by it, or omitted to be
taken by it, in accordance with the direction of the Administrative Agent or
the Owner Trustee, as applicable.

(b) Except as herein otherwise expressly provided, the
Collateral Trustee shall not be under any obligation to take any action which
is discretionary under the provisions hereof except upon the written request of
the Administrative Agent on behalf of the Majority Lenders (or, to the extent
that this Agreement expressly requires a higher percentage of Lenders, such
higher percentage). The Collateral Trustee shall make available for inspection
and copying by the Administrative Agent and each Lender during normal business
hours, upon reasonable request and at the expense of the Borrower, at offices
designated by the Collateral Trustee, each certificate or other paper furnished
to the Collateral Trustee by the Borrower under or in respect of this Agreement
or any of the Assigned Collateral.

(c) No provision of this Agreement shall be deemed to
impose any duty or obligation on the Collateral Trustee to perform any act or
acts or exercise any right, power, duty or obligation conferred or imposed on
it, in any jurisdiction in
<PAGE> 32
32

which it shall be illegal, or in which the Collateral Trustee shall be
unqualified or incompetent in accordance with applicable law, to perform any
such act or acts or to exercise any such right, power, duty or obligation or if
such performance or exercise would constitute doing business by the Collateral
Trustee in such jurisdiction or imposes a tax on the Collateral Trustee by
reason thereof. No permissive power or authority available to the Collateral
Trustee shall be construed to be a duty.

7.6 Moneys to be Held in Trust. All moneys received by
the Collateral Trustee under or pursuant to any provision of this Agreement
(except Collateral Trustee fees, expenses and indemnity payments) shall be held
in trust for the purposes for which they were paid or are held. The Collateral
Trustee shall be responsible only for moneys actually received by it and all
payments and credits shall be conditional upon clearance and actual receipt of
final payment and any instructions required by this Agreement.

7.7 Resignation and Removal of the Collateral Trustee.
(a) The Collateral Trustee may at any time, by giving written notice to the
Administrative Agent, the Administrator, the Borrower, the Owner Trustee and
the Rating Agencies, resign and be discharged of the responsibilities hereby
created, such resignation to become effective upon (i) the appointment of a
successor Collateral Trustee, (ii) the acceptance of such appointment by such
successor Collateral Trustee and (iii) the approval of such successor
Collateral Trustee evidenced by one or more instruments signed by the
Administrative Agent, which approval shall not be unreasonably withheld or
delayed. The Administrative Agent is authorized to appoint a successor
Collateral Trustee subject to the approval of the Administrator and the holders
of the majority in principal amount of the Trust Certificates, which approvals
shall not unreasonably be withheld or delayed. If no successor Collateral
Trustee shall be appointed and shall have accepted such appointment within 90
days after the Collateral Trustee gives the aforesaid notice of resignation,
the Collateral Trustee or the Borrower, the Administrative Agent or the
Administrator may apply to any court of competent jurisdiction to appoint a
successor Collateral Trustee to act until such time, if any, as a successor
Collateral Trustee shall have been appointed as provided in this subsection
7.7. Any successor so appointed by such court shall immediately and without
further act be superseded by any successor Collateral Trustee appointed by the
Administrative Agent as provided in this subsection 7.7. The Administrative
Agent may, at any time upon giving 30 days' prior written notice thereof to the
Collateral Trustee, the Administrator, the Borrower and the Rating Agencies,
remove the Collateral Trustee and appoint a successor Collateral Trustee, such
removal to be effective upon the acceptance of such appointment by the
successor and the approval of such successor by the Administrator and the
holders of the majority in principal amount of the Trust Certificates, which
approvals shall not
<PAGE> 33
33

unreasonably be withheld or delayed. Any Collateral Trustee shall be entitled
to all Collateral Trustee fees to the extent incurred or arising, or relating
to events occurring, before such resignation or removal becomes effective, and
the protections of subsection 9.5(b) with respect to any indemnified
liabilities (as defined in such subsection 9.5(b)) to the extent incurred or
arising, or relating to events occurring, before such resignation or removal
shall survive.

(b) If at any time the Collateral Trustee shall resign or
be removed or otherwise become incapable of acting, or if at any time a vacancy
shall occur in the office of the Collateral Trustee for any other cause, a
successor Collateral Trustee may be appointed by the Administrative Agent as
set forth in subsection 7.7(a). The powers, duties, authority and title of the
predecessor Collateral Trustee as set forth in subsection 7.7(a) shall be
terminated and canceled without procuring the resignation of such predecessor
and without any other formality (except as may be required by applicable law)
than appointment and designation of a successor in writing duly acknowledged
and delivered to the predecessor, the Administrator, the Owner Trustee and the
Rating Agencies and the Borrower. Such appointment and designation shall be
full evidence of the right and authority to make the same and of all the facts
therein recited, and this Agreement shall vest in such successor, without any
further act, deed or conveyance, all the estates, properties, rights, powers,
trusts, duties, authority and title of its predecessor; but such predecessor
shall, nevertheless, on the written request of the Administrative Agent, the
Borrower, or the successor, execute and deliver an instrument transferring to
such successor all the estates, properties, rights, powers, trusts, duties,
authority and title of such predecessor hereunder and shall deliver all
Assigned Collateral held by it or its agents to such successor without
recourse. Should any deed, conveyance or other instrument in writing from the
Borrower be required by any successor Collateral Trustee for more fully and
certainly vesting in such successor the estates, properties, rights, powers,
trusts, duties, authority and title vested or intended to be vested in the
successor Collateral Trustee any and all such deeds, conveyances and other
instruments in writing shall, on request of such successor, be executed,
acknowledged and delivered by the Borrower. If the Borrower shall not have
executed and delivered any such deed, conveyance or other instrument within 10
days after it received a written request from the successor Collateral Trustee
to do so, or if an Event of Default has occurred and is continuing, the
predecessor Collateral Trustee may execute the same on behalf of the Borrower.
The Borrower hereby appoints any predecessor Collateral Trustee as its agent
and attorney-in-fact to act for it as provided in the next preceding sentence.
No predecessor Collateral Trustee shall be liable for any acts or omissions of
any successor Collateral Trustee.
<PAGE> 34
34

7.8 Status of Successor Collateral Trustee. Every
successor Collateral Trustee appointed pursuant to subsection 7.7 shall satisfy
the requirements of Rule 3a-7(a)(4) under the Investment Company Act of 1940,
as amended. The Collateral Trustee is, and every successor Collateral Trustee
shall be, a bank or trust company in good standing and having power to act as
Collateral Trustee hereunder, incorporated under the laws of the United States
of America or any State thereof or the District of Columbia and having its
principal corporate trust office within the 48 contiguous States and rated
investment grade by S&P and Moody's and each other Rating Agency then rating
such institution or deemed otherwise acceptable by the Rating Agencies and
shall also have capital, surplus and undivided profits of not less than
$50,000,000, if, in the case of any successor Collateral Trustee, there be such
an institution with such capital, surplus and undivided profits willing,
qualified and able to accept the trust hereunder upon reasonable or customary
terms.

7.9 Merger of the Collateral Trustee. Any Person into
which the Collateral Trustee may be merged, or with which it may be
consolidated, or any Person resulting from any merger or consolidation to which
the Collateral Trustee shall be a party, shall be Collateral Trustee under this
Agreement without the execution or filing of any paper or any further act on
the part of the parties hereto.

7.10 Co-Collateral Trustee; Separate Collateral Trustees.
(a) If at any time or times it shall be necessary or prudent in order to
conform to any law of any jurisdiction in which any of the Assigned Collateral
shall be located, or to avoid any violation of law or imposition on the
Collateral Trustee of taxes by such jurisdiction not otherwise imposed on the
Collateral Trustee, or the Collateral Trustee shall be advised by counsel,
satisfactory to it, that it is necessary or prudent in the interest of the
Secured Parties, or the Administrative Agent shall in writing so request the
Collateral Trustee and the Borrower, or the Collateral Trustee shall deem it
desirable for its own protection in the performance of its duties hereunder,
the Collateral Trustee and the Borrower shall execute and deliver all
instruments and agreements necessary or proper to constitute another bank or
trust company, or one or more persons approved by the Collateral Trustee and
the Borrower, either to act as co-trustee or co-trustees of all or any of the
Assigned Collateral under this Agreement, jointly with the Collateral Trustee
originally named herein or any successor Collateral Trustee, or to act as
separate trustee or trustees of any of the Assigned Collateral. Any separate
trustee and any separate co-trustee appointed pursuant to this subsection 7.10
shall agree in writing to be bound by subsection 9.13. If the Borrower shall
not have joined in the execution of such instruments and agreements within 10
days after it receives a written request from the Collateral Trustee to do so,
or if an Event of Default has occurred and is continuing, the Collateral
Trustee may act under the foregoing provisions of this subsection 7.10(a)
without
<PAGE> 35
35

the concurrence of the Borrower and execute and deliver such instruments and
agreements on behalf of the Borrower. The Borrower hereby appoints the
Collateral Trustee as its agent and attorney-in-fact to act for it under the
foregoing provisions of this subsection 7.10(a) in either of such
contingencies. The Collateral Trustee shall notify the Rating Agencies of the
appointment of a separate trustee or co-trustee.

(b) Every separate trustee and every co-trustee, other
than any successor Collateral Trustee appointed pursuant to subsection 7.7,
shall, to the extent permitted by law, be appointed and act and be such,
subject to the following provisions and conditions:

(i) all rights, powers, duties and obligations conferred
upon the Collateral Trustee in respect of the custody, control and
management of moneys, papers or securities shall be exercised solely
by the Collateral Trustee or any agent appointed by the Collateral
Trustee;

(ii) all rights, powers, duties and obligations conferred
or imposed upon the Collateral Trustee hereunder shall be conferred or
imposed and exercised or performed by the Collateral Trustee and such
separate trustee or separate trustees or co-trustee or co-trustees,
jointly, as shall be provided in the instrument appointing such
separate trustee or separate trustees or co-trustee or co-trustees,
except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed the Collateral Trustee
shall be incompetent or unqualified to perform such act or acts, or
unless the performance of such act or acts would result in the
imposition of any tax on the Collateral Trustee which would not be
imposed absent such joint act or acts, in which event such rights,
powers, duties and obligations shall be exercised and performed by
such separate trustee or separate trustees or co-trustee or
co-trustees;

(iii) no power given hereby to, or which it is provided
herein or therein may be exercised by, any such co-trustee or
co-trustees or separate trustee or separate trustees, shall be
exercised hereunder or thereunder by such co-trustee or co-trustees or
separate trustee or separate trustees except jointly with, or with the
consent in writing of, the Collateral Trustee, anything contained
herein to the contrary notwithstanding;

(iv) no trustee hereunder shall be personally liable by
reason of any act or omission of any other trustee hereunder; and

(v) the Borrower and the Collateral Trustee, at any time,
by an instrument in writing executed by them jointly, may accept the
resignation of or remove any such separate
<PAGE> 36
36

trustee or co-trustee and, in that case, by an instrument in writing
executed by them jointly, may appoint a successor to such separate
trustee or co-trustee, as the case may be, anything contained herein
to the contrary notwithstanding. If the Borrower shall not have
joined in the execution of any such instrument within 10 days after it
receives a written request from the Collateral Trustee to do so, or if
an Event of Default has occurred and is continuing, the Collateral
Trustee shall have the power to accept the resignation of or remove
any such separate trustee or co-trustee and to appoint a successor
without the concurrence of the Borrower, the Borrower hereby
appointing the Collateral Trustee its agent and attorney-in-fact to
act for it in such connection in such contingency. If the Collateral
Trustee shall have appointed a separate trustee or separate trustees
or co-trustee or co-trustees as above provided, the Collateral Trustee
may at any time, by an instrument in writing, accept the resignation
of or remove any such separate trustee or co-trustee and the successor
to any such separate trustee or co-trustee shall be appointed by the
Borrower and the Collateral Trustee, or by the Collateral Trustee
alone pursuant to this subsection 7.10(b).

7.11 Duties to Certificateholders. Notwithstanding
anything to the contrary contained in this Agreement, upon payment in full of
the Obligations and termination of the security interests of the Secured
Parties referred to in subsection 4.1, the Collateral Trustee shall continue to
hold the Assigned Collateral and perform its obligations with respect thereto
in accordance with the terms hereof for the exclusive benefit of the
Certificateholders and the Trust on their behalf and this Agreement, the
assignment of the Assigned Collateral to the Collateral Trustee and the
obligations of the Collateral Trustee under this Agreement shall remain in
effect until terminated pursuant to subsection 9.7. Upon payment of the
Obligations and termination of the security interests of the Secured Parties,
the Collateral Trustee hereby agrees that the Owner Trustee, on behalf of the
Certificateholders, shall succeed to all rights of the Secured Parties, or any
of them, hereunder without the need for any further action by such parties.

7.12 Confidentiality. The Collateral Trustee agrees to keep
confidential all non-public information provided to it pursuant to the Basic
Documents; provided that nothing herein shall prevent the Collateral Trustee
from disclosing any such information (i) to its Affiliates, employees,
directors, agents, attorneys, accountants and other professional advisors in
connection with the transactions contemplated by the Basic Documents, (ii) upon
the request or demand of any Governmental Authority having jurisdiction over
the Collateral Trustee, (iii) in response to any order of any court or other
Governmental Authority or as may otherwise be required pursuant to any
Requirement of Law, (iv) which has been publicly disclosed other
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37

than in breach of this Agreement, or (v) in connection with the exercise of any
remedy hereunder.

SECTION 8. AMENDMENTS, MODIFICATIONS, WAIVERS
AND CONSENTS

No amendment, modification, supplement, termination or waiver
of or to any provision of this Agreement, nor any consent to any departure by
the Borrower from any provision of this Agreement, shall be effective unless
the same shall be in writing and signed on behalf of the Collateral Trustee,
the Administrative Agent (at the direction of the Majority Lenders) and the
Borrower; provided, that the written consent of all Lenders shall be necessary
to the extent that any such amendment, modification, supplement, termination,
waiver or consent releases the security interest created hereunder in respect
of any of the Assigned Collateral or affects Section 2, subsection 5.2 or 5.5
or this Section 8; and provided, further, that the written consent of the
Required Lenders shall be necessary to the extent that any such amendment,
modification, supplement, termination, waiver or consent affects subsection
5.3; and provided, further, that each Rating Agency shall have confirmed in
writing that such amendment, modification, supplement, termination or waiver
shall not result in a downgrading or withdrawal of the ratings assigned to the
Commercial Paper and the Trust Certificates by any Rating Agency.

SECTION 9. MISCELLANEOUS

9.1 Authority of the Administrator. Each of the parties to
this Agreement acknowledges that the Borrower and the Owner Trustee have each
appointed the Administrator to act as its agent to the extent set forth in the
Basic Documents. Unless otherwise instructed by the Borrower, copies of all
notices, requests, demands and other documents to be delivered to the Borrower
or the Owner Trustee pursuant to the terms hereof shall be delivered to the
Administrator. Unless otherwise instructed by the Borrower or the Owner
Trustee, all notices, requests, demands and other documents to be executed or
delivered, and any action to be taken, by the Borrower or the Owner Trustee
pursuant to the terms hereof may be executed, delivered and/or taken by the
Administrator pursuant to the Administration Agreement.

9.2 Further Assurances. The Borrower agrees that it will
join with the Collateral Trustee in executing and, at its own expense, file and
refile or permit the Administrative Agent to file and refile, such financing
statements, continuation statements and other documents (including this
Agreement) in such offices as it or the Collateral Trustee may deem necessary
or appropriate and wherever required or permitted by law in order to perfect
and preserve the rights and interests granted to the Collateral Trustee hereby,
and hereby authorizes the
<PAGE> 38
38

Administrative Agent to file financing statements and amendments thereto and
continuation statements relative to all or any part thereof without the
signature of the Borrower where permitted by law, and agrees to do such further
acts and things, and to execute and deliver to the Collateral Trustee such
additional assignments, agreements, powers and instruments, as the Collateral
Trustee reasonably determines to be necessary to carry into effect the purposes
of this Agreement or to better assure and confirm unto the Collateral Trustee
its rights, powers and remedies hereunder. The Borrower shall deliver to the
Collateral Trustee no later than 100 days after the end of each fiscal year,
beginning with fiscal year 1995, an Opinion of Counsel either (a) stating that,
in the opinion of such counsel, all financing statements and continuation
statements have been executed and filed that are necessary fully to preserve
and protect the rights and interests granted to the Collateral Trustee hereby,
and reciting the details of such filings or referring to prior Opinions of
Counsel in which such details are given, or (b) stating that, in the opinion of
such counsel, no such action is necessary to preserve and protect such rights
and interests.

9.3 No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of the Collateral Trustee, any right,
remedy, power or privilege hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. The rights, remedies, powers and
privileges herein provided are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.

9.4 Notices, etc. All notices, instructions, directions,
requests and demands to or upon the respective parties hereto to be effective
shall be in writing (including by telecopy), and, unless otherwise expressly
provided herein, shall be deemed to have been duly given or made when delivered
by hand, or five days after being deposited in the mail, postage prepaid, or,
in the case of telecopy notice, when received, addressed as follows in the case
the Collateral Trustee, and as set forth in subsection 10.2 of the Liquidity
Agreement in the case of the other parties hereto, or to such other address as
may be hereafter notified by the respective parties hereto:

The Collateral Trustee: BANKERS TRUST COMPANY
Four Albany Street
New York, New York 10006
Attention: Corporate Trust
and Agency Group/
Corporate Market
Services
Telecopy No: (212) 250-6392 or
(212) 250-6961
<PAGE> 39
39

9.5 Fee; Payment of Expenses and Taxes. (a) The Borrower
agrees to pay to the Collateral Trustee an annual fee in the amount agreed to
in, or determined by the terms agreed to in, the letter agreement between the
Borrower and the Collateral Trustee. Such fee shall be payable on the
Effective Date and subsequently on each anniversary of the Effective Date. The
Administrator has agreed to pay pursuant to subsection 2.5(a)(vi) of the
Administration Agreement from its own funds any amounts payable by the Borrower
under this subsection 9.5(a).

(b) The Borrower agrees (i) to pay or reimburse the
Collateral Trustee for all its reasonable out-of-pocket costs and expenses
incurred in connection with the development, preparation and execution of, this
Agreement and any other documents prepared in connection herewith, and the
consummation of the transactions contemplated hereby, including, without
limitation, the reasonable fees and disbursements of counsel to the Collateral
Trustee, (ii) to pay or reimburse the Collateral Trustee for all its reasonable
costs and expenses incurred in connection with the enforcement or preservation
of any rights under this Agreement and any such other documents, including,
without limitation, reasonable fees and disbursements of counsel to the
Collateral Trustee, (iii) to pay, indemnify and hold the Collateral Trustee
(which shall include its directors, officers, employees and agents) harmless
from any and all recording and filing fees and any and all liabilities with
respect to, or resulting from any delay in paying, stamp, excise and other
taxes, if any, which may be payable or determined to be payable in connection
with the execution and delivery of, or consummation or administration of, any
of the transactions contemplated by, or any amendment, supplement or
modification of, or any waiver or consent under or in respect of, this
Agreement and any such other documents and (iv) to pay, indemnify and hold the
Collateral Trustee (and its officers, directors, employees and agents), the
Administrative Agent and each other Secured Party harmless from and against any
and all other liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever with respect to the execution, delivery, enforcement, performance
and administration of this Agreement and any such other documents (all the
foregoing in clauses (i) through (iv), collectively, the "indemnified
liabilities"); provided that the Borrower shall have no obligation hereunder to
the Collateral Trustee, the Administrative Agent or any other Secured Party
with respect to indemnified liabilities arising from the negligence or willful
misconduct of such Person. The agreements in this subsection shall survive the
termination of this Agreement or any resignation or removal of the Collateral
Trustee. The Administrator has agreed to pay pursuant to subsection
2.5(a)(vii) of the Administration Agreement from its own funds any amounts
payable by the Borrower under this subsection 9.5(b).

9.6 Collateral Trustee Appointed Attorney-in-Fact. The
Borrower hereby appoints the Collateral Trustee its attorney-
<PAGE> 40
40

in-fact, with full power of substitution, for the purpose of taking such action
and executing agreements, instruments and other documents, in the name of the
Borrower, as expressly provided herein and as the Collateral Trustee, the
Administrative Agent or the Lenders may deem necessary or advisable to
accomplish the purposes hereof, which appointment is coupled with an interest
and is irrevocable.

9.7 Termination. The assignments, pledges and security
interests created or granted pursuant to this Agreement in favor of the Secured
Parties shall terminate when (a) all Obligations shall have been fully paid and
satisfied and (b) the Commitments and obligations of the Lenders under the
Liquidity Agreement and related documents have terminated, after which time the
Collateral Trustee shall hold the Assigned Collateral in trust for the benefit
of the Borrower and the Certificateholders exclusively. Upon distribution to
the Certificateholders of all amounts to be distributed to them pursuant to the
Trust Agreement and subsection 5.3, this Agreement shall terminate and the
Collateral Trustee shall reassign (without recourse upon, or any warranty
whatsoever by, the Collateral Trustee) and deliver to the Borrower all Assigned
Collateral and documents then in the custody or possession of the Collateral
Trustee and, if requested by the Borrower, shall execute and deliver to the
Borrower for filing in each office in which any financing statement relative to
the Assigned Collateral or the agreements relating thereto or any part thereof
shall have been filed, a termination statement under the relevant UCC releasing
the Collateral Trustee's interest therein, and such other documents and
instruments as the Borrower may reasonably request, all without recourse upon
or warranty whatsoever by, the Collateral Trustee, and at the cost and expense
of the Borrower.

The Borrower and the Collateral Trustee hereby agree that, (i)
if any funds remain on deposit in the Collateral Account after the payment in
full of all of the Obligations and the distribution to the Certificateholders
of all amounts to be distributed to them pursuant to the Trust Agreement and
subsection 5.3, such amounts shall be released by the Collateral Trustee and
paid to the Borrower and (ii) if any funds remain on deposit in the Spread
Account or the Certificate Reserve Account after the payment in full of all of
the Obligations and the distribution to the Certificateholders of all amounts
to be distributed to them pursuant to the Trust Agreement and subsection 5.3,
such amounts shall be released by the Collateral Trustee and paid to Trip.

9.8 Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of the Borrower, the Collateral Trustee,
the Administrative Agent, the other Secured Parties and, to the extent
expressly provided herein, the Certificateholders and their respective
successors and assigns except that the Borrower may not assign or transfer any
of its
<PAGE> 41
41

rights or obligations under this Agreement without the prior written consent of
each Lender.

9.9 Execution in Counterparts. This Agreement may be
executed by one or more of the parties to this Agreement in any number of
separate counterparts (including by telecopy), and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. A
set of the copies of this Agreement signed by all the parties shall be held on
file by the Administrator and the Borrower Representative.

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

9.11 Integration. This Agreement represents the agreement of
the Borrower, the Collateral Trustee, the Administrative Agent and the other
Secured Parties with respect to the subject matter hereof, and there are no
promises, undertakings, representations or warranties by the Collateral
Trustee, the Administrative Agent or the other Secured Parties relative to
subject matter hereof not expressly set forth or referred to herein or in the
other Basic Documents.

9.12 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

9.13 No Bankruptcy Petition. The Collateral Trustee and, by
accepting the benefits hereof, the Administrative Agent, the Secured Parties
and the Certificateholders each hereby covenants and agrees that prior to the
date which is one year and one day after the payment in full of all Obligations
and the distribution to the Certificateholders of all amounts to be distributed
to them pursuant to the Trust Agreement, it will not institute against, or join
any other Person in instituting against, the Borrower, Trip, NLC, NFSC, the
Wholesale Master Trust or the Dealer Note Trust any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings or other similar proceeding
under the laws of the United States or any state of the United States. Nothing
in this subsection 9.13 shall preclude, or be deemed to estop, the Collateral
Trustee or such other Persons (a) from taking or omitting to take any action
prior to such date in (i) any case or proceeding voluntarily filed or commenced
by or on behalf of the Borrower, Trip, NLC, NFSC, the Wholesale Master Trust or
the Dealer Note Trust under or pursuant to any such law or (ii) any involuntary
case or proceeding pertaining to the Borrower, Trip, NLC, NFSC, the
<PAGE> 42
42

Wholesale Master Trust or the Dealer Note Trust which is filed or commenced by
or on behalf of a Person other than the Collateral Trustee (or any Person to
which the Collateral Trustee shall have assigned, transferred or otherwise
conveyed any part of the obligations of the Borrower or Trip hereunder) under
or pursuant to any such law.

9.14 Limited Recourse. The obligations of the Borrower under
this Agreement are solely the obligations of the Borrower. No recourse shall
be had for the payment of any amount owing in respect of the Obligations or for
the payment of any fee or other obligation or claim arising out of or based
upon this Agreement against any stockholder, holder of any beneficial interest,
trustee, employee, officer, director or incorporator of the Borrower. For
purposes of this subsection 9.14 the term "stockholder" shall mean and include
such stockholder and all Affiliates, any employee, officer, director,
incorporator, shareholder or beneficial owner of such stockholder.

9.15 Available Information. The Collateral Trustee shall
hold all Schedules of Retail Receivables, all Schedules of Lease Receivables
and a schedule identifying all Trip Receivables and a schedule identifying all
Trust Receivables and a copy of the Receivables Purchase Agreement, the Lease
Receivables Purchase Agreement, the Receivables Purchase Agreement, the
Collateral Trust Agreement and the Financing Loan and Security Agreement for
examination by interested parties during normal business hours at its principal
corporate trust office.

9.16 Limitation of Liability. It is expressly understood and
agreed by the parties hereto that (a) this Agreement is executed and delivered
by Chemical Bank Delaware, not individually or personally but solely as trustee
of the Borrower, in the exercise of the powers and authority conferred and
vested in it, (b) each of the representations, undertakings and agreements
herein made on the part of the Borrower is made and intended not as personal
representations, undertakings and agreements by Chemical Bank Delaware but is
made and intended for the purpose for binding only the Borrower and (c) under
no circumstances shall Chemical Bank Delaware be personally liable for the
payment of any indebtedness or expenses of the Borrower or be liable for the
breach or failure of any obligation, representation, warranty or covenant made
or undertaken by the Borrower under this Agreement or the other Basic
Documents.
<PAGE> 43
43

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered in New York, New York by their
respective officers thereunto duly authorized, as of the date first above
written.

NFC ASSET TRUST

By: CHEMICAL BANK DELAWARE, not in
its individual capacity but
solely as Owner Trustee

By: /s/ John Cashin
--------------------------------
Title: Senior Trust Officer

BANKERS TRUST COMPANY, not in its
individual capacity but solely as
Collateral Trustee

By: /s/ Kathleen Boyd
--------------------------------
Title: Vice President

<PAGE> 1

EXHIBIT 4.5
EXECUTION COPY

ADMINISTRATION AGREEMENT, dated as of November 7, 1994,
between NFC ASSET TRUST a Delaware business trust (the "Trust"), and NAVISTAR
FINANCIAL CORPORATION, a Delaware corporation ("NFC"), as administrator (in
such capacity, the "Administrator").

W I T N E S S E T H :

WHEREAS, pursuant to the Liquidity Agreement, dated as of
November 7, 1994, among the Trust, certain financial institutions parties
thereto from time to time (the "Lenders") and Chemical Bank, as administrative
agent for the Lenders, it is contemplated that the Lenders will from time to
time make Loans to the Trust in accordance with the terms and conditions set
forth in the Liquidity Agreement, the proceeds of which will be used, among
other things, to purchase Receivables pursuant to the Receivables Purchase
Agreement, to purchase the Trust Wholesale Certificate pursuant to the
Wholesale Purchase Agreement and make Wholesale Certificate Advances, to make
the Financing Loan pursuant to the Financing Loan and Security Agreement and to
repay maturing Commercial Paper and outstanding Loans;

WHEREAS, pursuant to the Depositary Agreement, the Trust will
issue Commercial Paper from time to time in accordance with the terms and
conditions set forth in the Depositary Agreement and the Liquidity Agreement,
the proceeds of which will be used, among other things, to purchase Receivables
pursuant to the Receivables Purchase Agreement, to purchase the Trust Wholesale
Certificate pursuant to the Wholesale Purchase Agreement and make Wholesale
Certificate Advances, to make the Financing Loan pursuant to the Financing Loan
and Security Agreement and to repay maturing Commercial Paper and outstanding
Loans;

WHEREAS, pursuant to the Trust Agreement, the Trust has issued
the Trust Certificates representing beneficial interests in the assets of the
Trust; and

WHEREAS, the Trust and the Owner Trustee desire to have the
Administrator perform and aid in the performance of various financial,
statistical, accounting and other services for the Trust, as well as pay
certain costs and expenses of the Trust for which the Administrator will be
compensated in accordance with the terms hereof, and the Administrator is
willing to furnish such services and make such payments on the terms and
conditions herein set forth.
<PAGE> 2
2

NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants herein contained, the parties hereto agree as follows:

SECTION 1. DEFINITIONS.

1.1 Defined Terms. Capitalized terms used in this Agreement
shall have the respective meanings assigned to such terms in Appendix A to the
Liquidity Agreement unless otherwise defined herein.

1.2 Other Definitional Provisions. (a) Unless otherwise
specified therein, all terms defined in this Agreement shall have the defined
meanings when used in the Basic Documents or any certificate or other document
made or delivered pursuant hereto or thereto.

(b) As used herein and in the Basic Documents, and in any
certificate or other document made or delivered pursuant hereto, accounting
terms not defined in subsection 1.1, and accounting terms partly defined in
subsection 1.1 to the extent not defined, shall have the respective meanings
given to them under GAAP.

(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 are to this Agreement unless
otherwise specified.

(d) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

SECTION 2. DUTIES AND SERVICES OF THE ADMINISTRATOR.

2.1 General Duties and Services of the Administrator. The
Administrator hereby agrees to perform the following general duties and
services:

(a) to manage and administer the affairs of the Trust,
including, without limitation, providing the following services:

(i) maintenance of all books and records of the
Trust relating to the Loans and the Commercial Paper;

(ii) maintenance of all books and records of the
Trust relating to the Financing Loan, the Trip Interest Rate
Caps, the other Trip Collateral and any amounts received in
respect thereof;

(iii) maintenance of all books and records of the
Trust relating to the Trust Receivables, the Trust
<PAGE> 3
3

Interest Rate Caps, the Trust Wholesale Certificate, the
Wholesale Certificate Advances, the other Collateral and any
amounts received in respect thereof;

(iv) maintenance of all books and records of the
Trust relating to the issuance, sale and repayment of the
Trust Certificates;

(v) maintenance of general accounting records of
the Trust and preparation for certification of such periodic
financial statements as may be necessary or appropriate; and

(vi) preparation for execution by the Trust of
such income, franchise or other tax returns of the Trust as
shall be required to be filed by applicable law (including as
described in subsection 5.7(b) of the Trust Agreement), and
payment, solely from the assets of the Trust, of any taxes
required to be paid by the Trust by applicable law, provided,
that the Owner Trustee shall retain responsibility for the
distribution to the Certificateholders of the Schedule K-1s
necessary to enable each Certificateholder to prepare its
federal and state income tax returns.

(b) to perform all the duties of the Administrator and the
Trust under the Basic Documents, including, without limitation, those
set forth in this Agreement; provided that the Administrator shall not
be required to pay from its own funds the obligations of the Trust
except as otherwise set forth herein;

(c) to monitor the performance of the Trust and to advise the
Owner Trustee when action is necessary to comply with the Trust's
duties under the Basic Documents and, at the request of the Owner
Trustee, to take all appropriate action that it is the duty of the
Trust or the Owner Trustee to take pursuant to the Basic Documents;

(d) to prepare for execution by the Owner Trustee, on behalf
of the Trust, or cause the preparation by other appropriate Persons,
of all such documents, reports, filings, instruments, certificates and
opinions as it shall be the duty of the Trust or the Owner Trustee to
prepare, file or deliver pursuant to the Basic Documents;

(e) to undertake such other managerial and administrative
services as may be reasonably required in connection with the
satisfaction by the Trust of its obligations under, or the
satisfaction of any conditions contained in, or to prevent any default
by the Trust under, any of the Basic Documents and under any of the
agreements, instruments and documents required to be executed and
delivered by the Owner Trustee, on behalf of the Trust,
<PAGE> 4
4

pursuant to such Basic Documents or which services are typically
performed by third-party administrators of commercial paper; provided
that the Administrator shall not be required to pay from its own funds
the obligations of the Trust except as otherwise set forth herein;

(f) to arrange for the retention of (i) such legal counsel as
may be necessary to perform for the Trust the services necessary or
appropriate to its organization and the services customarily provided
by a general corporate counsel and (ii) a nationally recognized
accounting firm to audit the year-end financial statements of the
Trust, to prepare tax returns of the Trust, and to provide such other
accounting services as the Administrator or the Trust may specify
(including, without limitation, delivery of a certificate pursuant to
subsection 6.2(b) of the Liquidity Agreement);

(g) to promptly notify the Owner Trustee, the Administrative
Agent, the Collateral Trustee and, as required pursuant to the terms
of any of the Basic Documents, the Rating Agencies, upon discovery or
receiving notice thereof of (i) any Financing Loan Default or
Financing Loan Event of Default, (ii) any Default or Event of Default,
(iii) any General Wind-Down Event, (iv) any Amortization Event, (v)
any Receivable Wind-Down Event and (vi) any determination with respect
to the federal income tax or withholding tax status of the Trust or
securities issued or owned by the Trust which is contrary to the
express intentions of any of the parties to the Basic Documents;

(h) to apply for ratings of the Commercial Paper Notes and
the Certificates from S&P and Moody's or another nationally recognized
rating agency and provide such Rating Agencies with any information
reasonably requested by such Rating Agencies in connection with their
review of the Trust;

(i) to take, or cause to be taken, all other actions of the
Administrator described in this Agreement; and

(j) in furtherance of the foregoing, to take, or instruct the
Owner Trustee to take, all other appropriate action that it is the
duty of the Trust or the Owner Trustee to take, and to exercise all
rights of the Trust which the Trust may exercise, pursuant to the
terms of the Basic Documents.

2.2 Duties with Respect to the Financing Loan and
Security Agreement. In connection with the Trust's making of the Financing
Loan under the Financing Loan and Security Agreement and the increase from time
to time of the Financing Loan Principal Amount thereunder and the performance
of its
<PAGE> 5
5

obligations in connection therewith under the Liquidity Agreement, the
Administrator hereby agrees to do or cause to be done the following:

(a) to ascertain that the making of the Financing Loan and
each increase in the Financing Loan Principal Amount is made in
compliance with the terms of the Financing Loan and Security Agreement
and the Liquidity Agreement and, in connection therewith, delivering
an Administrator's Certificate substantially in the form of Exhibit A;

(b) to enforce on behalf of the Trust compliance with the
terms and conditions of the Financing Loan and Security Agreement, the
Trip Interest Rate Caps and the other Trip Collateral;

(c) to record, account for and enforce payment of amounts
payable to the Trust pursuant to the Financing Loan and Security
Agreement, the Trip Interest Rate Caps and the other Trip Collateral
on behalf and for the account of the Trust;

(d) to hold, maintain and preserve records with respect
to the making of the Financing Loan and any increase in the Financing
Loan Principal Amount and the assignment of Trip Interest Rate Caps
and the other Trip Collateral to the Trust;

(e) to hold, maintain and preserve copies of all reports,
documents, agreements, opinions, certificates, filings and other
instruments delivered or made in connection with the Financing Loan
and Security Agreement, the Trip Interest Rate Caps and the other Trip
Collateral;

(f) to the extent permitted pursuant to the Liquidity
Agreement and the other Basic Documents, to request NFC, NLC, Trip,
the Trip Servicer, the Owner Trustee or any Counterparty to agree to
amend, if deemed necessary or appropriate by the Administrator, in
accordance with the terms thereof, the Financing Loan and Security
Agreement, the Trip Servicing Agreement, the Retail Receivables
Purchase Agreement, the Lease Receivables Purchase Agreement and the
Trip Interest Rate Caps; and

(g) to take such other steps as may be necessary or
appropriate to enable the Trust to perform its duties and exercise its
rights under the Financing Loan and Security Agreement, the Trip
Servicing Agreement, the Retail Receivables Purchase Agreement, the
Lease Receivables Purchase Agreement and the Trip Interest Rate Caps
and to satisfy the conditions precedent contained in subsection 5.8 of
the Liquidity Agreement.
<PAGE> 6
6

2.3 Duties with Respect to the Acquisition of
Receivables. In connection with the Trust's acquisition from time to time of
Receivables and the performance of its obligations in connection therewith
under the Liquidity Agreement, the Administrator shall do or cause to be done
the following:

(a) to ascertain that the acquisition of each Trust Pool
is made in compliance with the terms of the Receivable Purchase
Agreement and the Liquidity Agreement and, in connection therewith,
delivering an Administrator's Certificate, substantially in the form
of Exhibit B;

(b) to enforce on behalf of the Trust compliance with the
terms and conditions of the Receivables Purchase Agreement, the Trust
Interest Rate Caps, the Trust Servicing Agreement and the other
related Collateral;

(c) to record, account for and enforce payment of amounts
distributable or payable to the Trust in connection with the Trust
Receivables, the Trust Interest Rate Caps and the other related
Collateral on behalf and for the account of the Trust;

(d) to hold, maintain and preserve records with respect
to acquisitions of and distributions in connection with the Trust
Receivables, the Trust Interest Rate Caps and the other related
Collateral;

(e) to hold, maintain and preserve copies of all
documents, agreements, opinions, certificates, filings and other
instruments delivered or made in connection with the Receivables
Purchase Agreement, the Trust Interest Rate Caps, the Trust Servicing
Agreement and the other related Collateral;

(f) to the extent permitted pursuant to the Liquidity
Agreement and the other Basic Documents, request Trip, NLC, the Trust
Servicer, the Owner Trustee or any Counterparty to agree to amend, if
deemed necessary or appropriate by the Administrator, in accordance
with the terms thereof the Receivables Purchase Agreement, the Trust
Servicing Agreement and the Trust Interest Rate Caps and the other
related Collateral; and

(g) to take such other steps as may be necessary or
appropriate to enable the Trust to perform its duties and exercise its
rights under the Receivables Purchase Agreement, the Trust Servicing
Agreement and the Trust Interest Rate Caps and to satisfy the
conditions precedent contained in subsections 5.6 of the Liquidity
Agreement.
<PAGE> 7
7

2.4 Duties with Respect to the Acquisition of the Trust
Wholesale Certificate. In connection with the Trust's acquisition of the Trust
Wholesale Certificate and the making of Wholesale Certificate Advance from time
to time and the performance of its obligations in connection therewith under
the Liquidity Agreement, the Administrator shall do or cause to be done the
following:

(a) to ascertain that the acquisition of the Trust
Wholesale Certificate is made in compliance with the terms of the
Liquidity Agreement and, in connection therewith, delivering an
Administrator's Certificate, substantially in the form of Exhibit C
hereto;

(b) to ascertain that each Wholesale Certificate Advance
is made in compliance with the terms of the Liquidity Agreement and,
in connection therewith, delivering an Administrator's Certificate,
substantially in the form of Exhibit D hereto;

(c) to enforce on behalf of the Trust compliance with the
terms and conditions of the Trust Wholesale Certificate, the Wholesale
Purchase Agreement, the Wholesale Pooling and Servicing Agreement and
the Dealer Note Trust Pooling and Servicing Agreement;

(d) to record, account for and enforce payment of amounts
payable to the Trust in connection with the Trust Wholesale
Certificate on behalf and for the account of the Trust;

(e) to hold, maintain and preserve records with respect
to investments in and distributions and payments in connection with
the Trust Wholesale Certificate;

(f) to hold, maintain and preserve copies of all
documents, agreements, opinions, certificates, filings and other
instruments delivered to the Trust in connection with the Wholesale
Purchase Agreement, the Wholesale Pooling and Servicing Agreement and
the Dealer Note Trust Pooling and Servicing Agreement; and

(g) to take such other steps as may be necessary or
appropriate to enable the Trust to perform its duties and exercise its
rights under the Wholesale Purchase Agreement, the Wholesale Pooling
and Servicing Agreement and the Dealer Note Trust Pooling and
Servicing Agreement and to satisfy the conditions precedent contained
in subsections 5.7 and 5.9 of the Liquidity Agreement.

2.5 Duties with Respect to the Financing Activities of the
Trust. (a) In connection with the administration by the Administrator of the
obligations of the Trust under the Liquidity Agreement, the Depositary
Agreement, the Collateral Trust
<PAGE> 8
8

Agreement, the Trust Agreement and any other agreements, documents and
instruments delivered in connection therewith, the Administrator hereby agrees
to do or cause to be done the following:

(i) to receive, process and take all required actions in
response to any notices received from or on behalf of any Lender (or
any commercial bank desiring to become a Lender) in connection with
any rating downgrade, upgrade or withdrawal of such Lender or refusal
by such Lender to extend its Expiry Date, or any other notice of any
kind requiring action under the Basic Documents by or on behalf of the
Trust or the Owner Trustee, and, in connection therewith, monitor on
an on-going basis the respective ratings of each of the Lenders and
the respective Expiry Dates of such Lenders and use its reasonable
efforts (without the expenditure of money for the sole purpose of
inducing such replacement) to cause a Non-Extending Lender which would
be obligated to make a Non-Pro Rata Revolving Loan to be replaced in
accordance with the terms of the Liquidity Agreement;

(ii) to the extent necessary, in connection with any
proposed increase in the Trust Asset Balance, to request any Lender or
the Administrative Agent to agree to amend the Liquidity Agreement or
request any Lender to increase its Commitment under the Liquidity
Agreement;

(iii) to deliver any notice, certificate, opinion or other
instrument required to be delivered by or on behalf of the Trust to
any Lender, the Administrative Agent, the Depositary, the Collateral
Trustee and the Owner Trustee in accordance with the Liquidity
Agreement, the Collateral Trust Agreement, the Depositary Agreement
and the Trust Agreement, including, without limitation, each such
notice, certificate, opinion and other instrument to satisfy any of
the conditions precedent set forth in Section 5 of the Liquidity
Agreement or notice of any of the events described in subsection 3(c)
of the Liquidity Agreement;

(iv) to instruct the Collateral Trustee, to the extent
that there shall from time to time be any funds in the Collateral
Account, the Spread Account, the Non-Pro Rata Funding Account or the
Reserve Account which may be invested pursuant to the Collateral Trust
Agreement, as to the application of such funds to any investments
permitted thereunder subject to the provisions of the Collateral Trust
Agreement;

(v) to instruct the Collateral Trustee to apply, on
behalf and for the account of the Trust, Collections, amounts paid
pursuant to the Interest Rate Caps, Investment Earnings and any other
proceeds of the Collateral received by the Collateral Trustee, to the
Collateral Account for
<PAGE> 9
9

further application pursuant to subsection 5.3 of the Collateral Trust
Agreement;

(vi) to pay from its own funds the following fees when due
and payable pursuant to the Basic Documents: (1) the fee payable to
the Administrative Agent pursuant to subsection 9.10 of the Liquidity
Agreement, (2) the fee payable to the Collateral Trustee pursuant to
subsection 9.5(a) of the Collateral Trust Agreement and (3) the fee
payable to the Depositary pursuant to Section 7(a) of the Depositary
Agreement;

(vii) to pay from its own funds the following expenses and
indemnities when due and payable pursuant to the Basic Documents: (1)
any amounts owing by the Trust pursuant to subsection 2.21(f) of the
Liquidity Agreement, (2) any amounts owing by the Trust pursuant to
subsection 10.5 of the Liquidity Agreement, (3) any amounts owing by
the Trust pursuant to subsection 9.5(b) of the Collateral Trust
Agreement, (4) any amounts owing to the Depositary pursuant to
Sections 7(b) and 7(c) of the Depositary Agreement and (5) any amounts
owing by the Trust pursuant to the indemnification provisions
contained in any Commercial Paper Dealer Agreement; and

(viii) to take all other action on behalf of the Trust or
the Owner Trustee deemed necessary or appropriate, in the discretion
of the Administrator, to carry out the activities contemplated by
clauses (i) through (vii) above.

(b) In connection with the administration by the
Administrator of the obligations of the Trust under the Depositary Agreement
and the Commercial Paper Dealer Agreements, including, without limitation, the
issuance, sale and payment of the Commercial Paper by or on behalf of the
Trust, the Administrator hereby agrees to do or cause to be done the following:

(i) to advise the Commercial Paper Dealers and the
Depositary from time to time of the funding requirements of the Trust,
determining on behalf of the Trust, in consultation with the
Depositary, in connection with each issuance of Commercial Paper
Notes, the principal amount, interest rate or rate of discount,
issuance date and maturity date of such Commercial Paper Notes and
advising the Depositary and the Commercial Paper Dealers from time to
time in accordance with the Depositary Agreement and the Commercial
Paper Dealer Agreements (including any notices required to be
furnished to the Depositary and such Commercial Paper Dealers under
such agreements) of the desire of the Trust to sell Commercial Paper
Notes;

(ii) to give instructions on behalf of the Trust to the
Depositary to issue and sell, from time to time, Commercial
<PAGE> 10
10

Paper Notes; provided, however, that in no event will the
Administrator instruct the Depositary to issue Commercial Paper Notes
if, to the Administrator's knowledge after due inquiry, any of the
terms and conditions set forth in any of the Basic Documents which are
required to be satisfied on or prior to the date on which such
Commercial Paper is to be issued and sold are not so satisfied ;

(iii) to give instructions on behalf of the Trust to the
Collateral Trustee to apply the proceeds of the sale of Commercial
Paper Notes (after payment of maturing Commercial Paper Notes in
accordance with Section 6 of the Depositary Agreement) to the
Collateral Account for further application pursuant to subsection 5.3
of the Collateral Trust Agreement;

(iv) to approve offering materials and send any offering
materials containing any reference to a Lender to such Lender in
sufficient time to allow such Lender to relay its approval or
disapproval, in accordance with the terms of the Liquidity Agreement,
to the Administrator;

(v) to hold, maintain and preserve books and records with
respect to the Trust's issuance, sale and repayment of Commercial
Paper Notes; and

(vi) to take all other action on behalf of the Trust
deemed necessary or appropriate, in the discretion of the
Administrator, to carry out the activities contemplated by clause (i)
through (v) above.

(c) In connection with the execution, delivery and
performance of the Trust Agreement by the Owner Trustee, the Administrator
hereby agrees to do or cause to be done the following:

(i) to give instructions to the Owner Trustee on behalf of
the Trust to issue the Trust Certificates on the Issuance Date and to
issue additional Trust Certificates from time to time on any
Additional Issuance Date in accordance with the Equity Documents;

(ii) to give instructions to the Owner Trustee on behalf of
the Trust to reduce the Aggregate OTC Amount from time to time in
accordance with the Equity Documents and to make distributions from
the Certificate Distribution Account from time to time in accordance
with subsections 5.2, 5.3, 5.4 and 5.5 of the Trust Agreement;

(iii) to pay the Owner Trustee as compensation for its
services under the Basic Documents such fees as have been separately
agreed upon before the date hereof between the Administrator and the
Owner Trustee pursuant to subsection 9.1 of the Trust Agreement;
<PAGE> 11
11

(iv) to pay or reimburse the Owner Trustee for its reasonable
expenses as set forth in subsection 9.1 of the Trust Agreement;

(v) to pay, indemnify and hold harmless the Owner Trustee and
its successors, assigns, agents and servants from and against any and
all liabilities, obligations, losses, damages, taxes (excluding any
taxes payable by the Owner Trustee on or measured by any compensation
received by the Owner Trustee for its services under the Trust
Agreement), claims, actions and suits, and any and all reasonable
costs, expenses and disbursements (including reasonable legal fees and
expenses) of any kind and nature whatsoever (collectively, "Expenses")
which may at any time be imposed on, incurred by, or asserted against
the Owner Trustee to or arising out of or incurred in connection with
the Basic Documents, the Trust Estate, the administration of the Trust
Estate or the action or inaction of the Owner Trustee under the Basic
Documents, except only that the Administrator shall not be liable for
or required to indemnify from and against Expenses arising or
resulting from (i) the willful malfeasance, bad faith or negligence of
the Owner Trustee or (ii) with respect to the Owner Trustee, the
inaccuracy of any representation or warranty contained in subsection
8.3 of the Trust Agreement;

(vi) to replace any existing Owner Trustee and appoint any
successor Owner Trustee and take any other necessary action in
connection with such replacement and appointment, each in accordance
with the provisions of the Trust Agreement;

(vii) to promptly notify the Owner Trustee of its
determination that the final distribution will be made with respect to
the Trust Certificates pursuant to Section 5 of the Trust Agreement;

(viii) to promptly notify the Owner Trustee of the
termination or other dissolution of the Trust; and

(ix) to take any and all other actions required to be
taken by or on behalf of the Administrator or the Trust pursuant to
the terms of the Trust Agreement.

(d) If, on any date on which any Commercial Paper Notes
mature, the amount of funds on deposit in the Principal Subaccount available to
the Trust on such date is less than the amount payable by the Trust on account
of such maturing Commercial Paper Notes on such date (after giving effect to
the sale of any Commercial Paper on such date), the Administrator may, in its
sole discretion, advance funds to cover all or any portion of such shortfall
(each such advance, a "CP Advance"). The Administrator shall promptly give the
Depositary and the Administrative Agent notice of each CP Advance. It is
intended
<PAGE> 12
12

that any such CP Advance be for no longer than one Business Day and that for
all purposes of this Agreement and the other Basic Documents (including for
purposes of distributions under the Collateral Trust Agreement), any such CP
Advance outstanding on any day shall be treated as Commercial Paper in the
amount of such advance maturing on such day, plus accrued interest thereon.
Such CP Advances shall be secured by the Collateral to the same extent as
Commercial Paper under the Collateral Trust Agreement. Interest on each such
unpaid CP Advance shall be at a rate equal to the Federal Funds Effective Rate,
shall accrue for the period from and including the day of the advance to but
excluding the date of repayment and shall be paid in arrears on the date of
repayment.

Notwithstanding anything in this Agreement or the other Basic
Documents to the contrary, the Administrator shall be responsible for promptly
notifying the Owner Trustee if any withholding tax is imposed on the Trust's
payments to a Certificateholder as contemplated in subsection 2.11(c) of the
Trust Agreement. Any such notice shall specify the amount of any withholding
tax required to be withheld by the Owner Trustee pursuant to such provision.
The Administrator may satisfy any obligations it may have pursuant to the
foregoing sentence, or subsection 2.1(a)(vi) or otherwise with respect to
accounting and tax matters by retaining, at the expense of the Trust payable by
the Administrator, a firm of independent public accountants acceptable to the
Owner Trustee which shall perform the obligations of the Administrator
thereunder. Such accountants or the Administrator shall provide the Owner
Trustee on or before the first Settlement Date with a letter certifying whether
any withholding tax specified in this subsection 2.7(a) is then required and,
if required, specifying the procedures to be followed to comply with the Code.
Such accountants or the Administrator shall update such letter if and to the
extent it shall no longer be accurate.

SECTION 3. PROCEEDS OF COLLATERAL. (a) In the event that
the Administrator or any Affiliate receives any proceeds of the Collateral
(other than as contemplated by the Basic Documents), the Administrator shall
immediately deposit, or cause such Affiliate to deposit, such proceeds into the
Collateral Account.

(b) On each Business Day, the Administrator shall instruct
the Collateral Trustee to (i) allocate all amounts deposited in the Collateral
Account on such Business Day in accordance with the terms of the Collateral
Trust Agreement and (ii) apply all amounts on deposit in the Collateral Account
as set forth in the Collateral Trust Agreement.

(c) On each Settlement Date, the Administrator shall instruct
the Collateral Trustee to apply all amounts on deposit in the Collateral
Account as set forth in the Collateral Trust Agreement.
<PAGE> 13
13

SECTION 4. INFORMATION.

4.1 Monthly Statements. On each Determination Date, the
Administrator shall deliver to the Administrative Agent, each Rating Agency,
the Owner Trustee, the Paying Agent and the Collateral Trustee a certificate
signed by a Responsible Officer of the Administrator (a "Monthly Program
Statement"), containing the information required in order to make payments or
distributions pursuant to the Liquidity Agreement, the Financing Loan and
Security Agreement, the Collateral Trust Agreement and the Trust Agreement on
the next succeeding Settlement Date, including, without limitation, setting
forth calculations necessary to determine the following amounts on or for, the
immediately succeeding Settlement Date: (i) Credits Outstanding, (ii) OTC
Percentage, (iii) Non-OTC Percentage, (iv) Trust Asset Balance, (v) Borrowing
Base, (vi) Receivable Borrowing Base, (vii) Net Trip Pool Balance, (viii) Net
Issuer Amount, (ix) Principal Payment Amount, (x) Financing Loan Principal
Payment Amount, (xi) Trust Principal Payment Amount, (xii) Wholesale Principal
Payment Amount, (xiii) Principal Overpayment Amount, (xiv) Interest
Reconciliation Amount, (xv) Total Cash Available, (xvi) Trip Specified Spread
Account Balance, (xvii) Trust Specified Account Balance, (xviii) Specified
Spread Account Balance; and the following amounts for the immediately preceding
Monthly Period: (i) Combined Six-Month Net Loss Percentage, (ii) Combined
Three-Month Net Loss Percentage, (iii) Combined Twelve-Month Net Loss
Percentage and (iv) Delinquency Percentage. If, as a result of changes in
Trust Receivables, Trip Receivables or Credits Outstanding during the period
from such Determination Date to the immediately succeeding Settlement Date, any
of the above-referenced calculations would be different from the calculations
set forth on the related Monthly Program Statement delivered on such
Determination Date, the Administrator shall promptly deliver to the
Administrative Agent, the Owner Trustee, the Paying Agent and the Collateral
Trustee a revised Monthly Program Statement indicating such differences.

4.2 Annual Reports and Statements. (a) Upon receipt, the
Administrator shall deliver to the Administrative Agent, the Owner Trustee and
the Collateral Trustee a copy of each report delivered to the Administrator
pursuant to Sections 3.01 and 3.02 of the Trip Servicing Agreement and Sections
3.01 and 3.02 of the Trust Servicing Agreement.

(b) On or before February 1 of each year, beginning February
1, 1996, the Administrator shall deliver to the Administrative Agent, the
Collateral Trustee and the Owner Trustee an officers' certificate, dated as of
October 31 of the preceding year, stating that (i) a review of the activities
of the Administrator during the preceding 12-month period (or, in the case of
the first such certificate, from the Initial Funding Date) and of its
performance under this Agreement has been made under such officers' supervision
and (ii) to the best of such officers' knowledge, based on such review, the
Administrator has
<PAGE> 14
14

fulfilled all its obligations under this Agreement throughout such year or, if
there has been a default in the fulfillment of any such obligation, specifying
each such default known to such officers and the nature and status thereof.

4.3 Custodial Duties With Respect to Other Information;
Access to Books and Records. The Administrator agrees that it shall maintain
copies of all the documents, opinions of counsel, reports, schedules,
certificates, statements, records and other instruments relating to the Trust
Estate received by it and it shall hold, maintain and preserve, as custodian
for the Trust, each such document, opinion, report, schedule, certificate,
statement, record or other instrument and permit the Collateral Trustee, the
Administrative Agent and the Owner Trustee and their representatives to examine
and make abstracts therefrom during normal business hours, upon reasonable
request and in accordance with subsection 6.5 of the Liquidity Agreement,
subject to the Administrator's normal security and confidentiality procedures
and at offices designated by the Administrator; provided that any information,
records or materials obtained by such Persons pursuant to this subsection 4.3
shall be used by such Person solely in connection with the transactions
contemplated by the Basic Documents and shall be treated as confidential by
such Persons.

4.4 Obligation to Supply Information. The Administrator
shall prepare and supply, or cause to be prepared and supplied, for the
Lenders, the Administrative Agent, the Collateral Trustee, the Depositary and
the Owner Trustee such information regarding the performance by the Trust and
the Administrator of their respective obligations under any of the Basic
Documents as such parties may from time to time reasonably request pursuant to
the terms thereof.

SECTION 5. COMPENSATION. The Trust shall pay to the
Administrator, as compensation for its services hereunder, on each Settlement
Date, (a) the Administration Fee and (b) the Additional Administration Fee,
which fees shall be paid (to the extent of funds available therefor) pursuant
to subsections 5.3(a)(vi)(M), and (o), respectively, of the Collateral Trust
Agreement.

SECTION 6. TERM OF APPOINTMENT.

6.1 Term. This Agreement shall continue in full force and
effect for so long as any Commitments remain in effect, any Commercial Paper
Note, Loan or Trust Certificate remains outstanding and unpaid or any other
amount is owing to any Lender, the Administrative Agent or any
Certificateholder pursuant to any of the Basic Documents, after which time this
Agreement shall automatically terminate.

6.2 Resignation or Removal of Administrator (a) The
Administrator shall not resign from its obligations and duties
<PAGE> 15
15

under this Agreement, except upon a determination that the performance of its
duties is no longer permissible under applicable law, which determination shall
be evidenced by an opinion of counsel to the Administrator (and reasonably
satisfactory to the Administrative Agent), addressed to the Owner Trustee, on
behalf of the Trust, the Administrative Agent, the Lenders, the Collateral
Trustee and the Rating Agencies.

(b) If any one of the following events shall occur and be
continuing (each, an "Administrator Default"):

(i) failure by the Administrator to make or cause to be
made any payment of any amount required to be made hereunder, which
failure continues unremedied for a period of three Business Days after
the date on which written notice of such failure shall have been given
to the Administrator or after discovery of such failure by an officer
of the Administrator;

(ii) failure by the Administrator to deliver any report
required to be delivered by the Administrator pursuant to Section 3 or
4 when due, which failure continues unremedied for a period of two
Business Days (or, in the case of Section 4.2, 10 Business Days) after
the date on which written notice of such failure shall have been given
to the Administrator;

(iii) failure on the part of the Administrator to duly
observe or perform in any material respect any other covenant or
agreement of the Administrator set forth in this Agreement, which
failure continues unremedied for a period of 30 consecutive days after
the date on which written notice of such failure, requiring the same
to be remedied, shall have been given to the Administrator; or

(iv) any representation, warranty, certificate or
statement of fact made or deemed made by the Administrator pursuant to
this Agreement, shall prove to have been incorrect in any material
respect when made or deemed made, and if the consequences of such
representation, warranty, certificate or statement being incorrect
shall be susceptible of remedy in all material respects, such
consequences shall not be remedied in all material respects within 30
days after the Administrator first becomes aware or is advised that
such representation, warranty, certification or statement was
incorrect in a material respect; or

(v) there shall have occurred an Insolvency Event with
respect to the Administrator;

then, and in each and every case, so long as an Administrator Default shall not
have been remedied, the Owner Trustee, upon the request of the Majority Lenders
and the Holders of Trust
<PAGE> 16
16

Certificates representing a majority of the Aggregate OTC Amount, shall
terminate all of the rights and obligations of the Administrator under this
Agreement; provided that such removal shall become effective upon appointment
of a Successor Administrator in accordance with subsection 6.2(c). The Owner
Trustee shall as promptly as possible appoint a Successor Administrator,
subject to the consents required as set forth in subsection 6.2(c).

Notwithstanding the foregoing, there shall be no Administrator
Default where an Administrator Default would otherwise exist due to a delay in
or failure of performance for a period of 10 Business Days if the delay or
failure giving rise to such Administrator Default was caused by an act of God
or the public enemy, acts of declared or undeclared war, public disorder,
rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes,
earthquakes, floods or similar causes. The preceding sentence shall not
relieve the Administrator from using its best efforts to perform its
obligations in a timely manner in accordance with the terms of this Agreement
and the Administrator shall provide to the Owner Trustee, the Collateral
Trustee and the Administrative Agent with prompt notice of such failure or
delay by it, together with a description of its efforts so to perform its
obligations.

(c) Neither the resignation by the Administrator pursuant to
subsection 6.2(a) nor the removal of the Administrator pursuant to subsection
6.2(b) shall become effective until (i) a successor Administrator designated to
the Owner Trustee by the Majority Lenders and Holders of Trust Certificates
representing a majority of the Aggregate OTC Amount shall have been appointed
by the Owner Trustee, and (ii) such successor Administrator shall have agreed
in writing to be bound by the terms of this Agreement in the same manner as the
Administrator is bound hereunder (any such successor Administrator so
appointed, the "Successor Administrator"); provided, however, that so long as
NFC acts as the Administrator, the Administrator may, at any time without
notice or consent, delegate any duties under this Agreement or under the other
Basic Documents to any Person more than 50% of the voting stock or other
interest of which is owned directly or indirectly by NIC, provided that no such
delegation shall relieve the Administrator of its responsibility with respect
to any such duties hereunder.

(d) The Administrator shall forthwith upon such
termination or removal deliver to the Successor Administrator all property and
documents of or relating to the Trust Estate and the other Collateral then in
the custody of the Administrator and shall cooperate with the Trust and take
all reasonable steps requested to assist the Trust in making an orderly
transfer of the duties of the Administrator to the Successor Administrator.

SECTION 7. REPRESENTATION AND WARRANTY OF THE ADMINISTRATOR.
The Administrator hereby represents and warrants,
<PAGE> 17
17

as of the date hereof, that this Agreement constitutes a legal, valid and
binding obligation of the Administrator enforceable against the Administrator
in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereinafter in effect, affecting the enforcement of creditors'
rights and except as such enforceability may be limited by general principles
of equity (whether considered in a proceeding at law or in equity).

SECTION 8. COVENANTS OF THE ADMINISTRATOR. The Administrator
agrees that, so long as the Commitments remain in effect, any Commercial Paper
Note, Loan or Trust Certificate remains outstanding and unpaid or any other
amount is owing by the Trust or the Administrator pursuant to any of the Basic
Documents, the Administrator shall:

(a) preserve, renew and keep in full force and effect its
existence and take all reasonable action to maintain all material
rights, privileges and franchises necessary or desirable in the normal
conduct of its business with respect to its duties and obligations as
Administrator hereunder;

(b) comply with all its obligations under the Basic Documents;

(c) not create, incur, assume or suffer to exist any Lien
(other than Permitted Liens) on any Collateral (or any portion
thereof), whether now owned or hereafter acquired, or assign or
otherwise convey or encumber any existing or future rights to receive
any income or payments in respect of the Collateral, except as
contemplated by the Collateral Trust Agreement and the Depositary
Agreement;

(d) defend and otherwise protect, against all claims of third
parties, except as contemplated by the Collateral Trust Agreement and
the Depositary Agreement, the interest of the Trust in the Collateral;

(e) give prompt notice to the Administrative Agent and the
Owner Trustee following its discovery or receipt of notice of the
occurrence of a Trip Servicer Default under the Trip Servicing
Agreement in its capacity as Trip Servicer thereunder;

(f) give prompt notice to the Administrative Agent and Owner
Trustee following its discovery or receipt of notice of the occurrence
of a Trust Servicer Default under the Trust Servicing Agreement in its
capacity as Trust Servicer thereunder;

(g) give prompt notice to the Administrative Agent and the
Owner Trustee following its discovery or receipt of
<PAGE> 18
18

notice of the occurrence of a Wholesale Servicer Termination Event in
its capacity as Wholesale Servicer thereunder;

(h) execute any agreements, documents or other instruments as
required by law and take any other actions as may be reasonably
required to protect the interest of the Trust in the Collateral;

(i) deliver promptly to the Administrative Agent and the
Owner Trustee copies of all reports, documents, agreements, opinions,
certificates, filings and other instruments in respect of, or related
to, the Financing Loan and Security Agreement and the other Trip
Collateral which are delivered to the Trust by or on behalf of Trip
pursuant to the Financing Loan and Security Agreement; and

(j) deliver promptly to the Administrative Agent and the
Owner Trustee copies of all reports, documents, agreements, opinions,
certificates, filings and other instruments in respect of, or related
to the Receivables Purchase Agreement, the Wholesale Purchase
Agreement, the Wholesale Pooling and Servicing Agreement and the other
Collateral which are delivered to the Trust.

SECTION 9. MISCELLANEOUS.

9.1 Amendments and Waivers. The terms of this Agreement
shall not be amended, supplemented or modified except in writing by the Trust
and the Administrator with the prior written consent of the Administrative
Agent and the Majority Lenders; provided, however, that no amendment,
modification or supplement hereto shall be made without a confirmation by each
of the Rating Agencies that such action will not result in a withdrawal or
downgrade of the current ratings of the outstanding Commercial Paper Notes and
the Trust Certificates.

9.2 Notices. Except where telephonic instructions or notices
are authorized herein to be given, all notices, requests and demands to or upon
the respective parties hereto to be effective shall be in writing and, unless
otherwise expressly provided herein, shall be deemed to have been duly given or
made when delivered by hand or by overnight courier, or, in the case of
telecopy notice, when received, addressed as follows:

The Administrator: NAVISTAR FINANCIAL CORPORATION
2850 West Golf Road
Rolling Meadows, Illinois 60008
Attention: General Counsel
Telecopy: (708) 734-4090
<PAGE> 19
19

The Trust: NFC ASSET TRUST
c/o CHEMICAL BANK DELAWARE
1201 Market Street
Wilmington, Delaware 19801
Attention: Corporate Trustee
Administration
Telecopy: (302) 984-4889

9.3 Administrator Appointed Attorney-in-Fact. The Trust
hereby appoints the Administrator its attorney-in-fact, with full power of
substitution, for the purpose of taking such action and executing agreements,
instruments and other documents, in the name of the Trust, as the Administrator
(or the Administrative Agent, the Collateral Trustee, the Majority Lenders, the
Depositary or the Owner Trustee on behalf of the Administrator) may deem
necessary or advisable to accomplish the purposes hereof, which appointment is
coupled with an interest and is irrevocable.

9.4 Additional Provisions with respect to the Administrator.
(a) For all purposes of this Agreement, the Administrator shall be an
independent contractor and shall not be subject to the supervision of the Trust
or the Owner Trustee with respect to the manner in which it accomplishes the
performance of its obligations hereunder. Unless expressly authorized by the
Trust or otherwise expressly authorized hereunder or under any of the other
Basic Documents, the Administrator shall have no authority to act for or
represent the Trust or the Owner Trustee in any way and shall not otherwise be
deemed an agent of the Trust or the Owner Trustee or be deemed to assume the
obligations of the Trust or Owner Trustee under any of the Basic Documents.

(b) Nothing contained in this Agreement (i) shall constitute
the Administrator and either of the Trust or the Owner Trustee as members of
any partnership, joint venture, association, syndicate, unincorporated business
or other separate entity, (ii) shall be construed to impose any liability as
such on any of them except as expressly set forth herein or (iii) shall be
deemed to confer on any of them any express, implied or apparent authority to
incur any obligation or liability on behalf of the others except as expressly
set forth herein.

(c) Nothing herein shall prevent the Administrator or its
Affiliates from engaging in other businesses or, in its sole discretion, from
acting in a similar capacity as an administrator for any other Person even
though such Person may engage in business activities similar to those of the
Trust, the Owner Trustee or the Collateral Trustee.

(d) Nothing in this Agreement shall affect any obligation the
Administrator may have in any other capacity.
<PAGE> 20
20

9.5 Survival of Representations of the Administrator. All
representations and warranties made by the Administrator hereunder and in any
other document, certificate or statement delivered pursuant hereto or in
connection herewith shall survive the execution and delivery of this Agreement.
The indemnities contained in subsection 2.5(c) shall survive the resignation or
termination of the Owner Trustee or the termination of the Trust Agreement.

9.6 Costs and Expenses. (a) The Administrator will pay all
expenses incident to the performance of its obligations under this Agreement.

(b) The agreements in this subsection 9.6 shall survive the
termination of this Agreement.

9.7 Indemnification. The Administrator agrees that it shall
indemnify and hold harmless the Trust, the Owner Trustee and, with respect to
subsection 2.5(a)(vii) and subsection 3(b), the Collateral Trustee, and their
respective officers, directors, agents and employees from and against any and
all out-of-pocket liabilities, losses, damages and expenses which may be
imposed on or incurred by the Trust, the Owner Trustee and the Collateral
Trustee as a result of the breach by the Administrator of any of its
representations or warranties made herein or as a result of the breach by the
Administrator of any of its covenants or other obligations arising under this
Agreement. The Administrator's obligations under this subsection 9.7 shall
survive the termination of this Agreement.

9.8 Successors and Assigns; Third-Party Beneficiaries. (a)
This Agreement shall be binding upon and inure to the benefit of the
Administrator and the Trust and their respective successors and assigns;
provided that, except as set forth in subsections 6.2(c) and 9.9, the
Administrator shall not assign or transfer any or all its rights and
obligations hereunder without the prior written consent of the Trust. The
Administrator acknowledges that the Trust shall assign all of its rights
hereunder, other than its rights of indemnification, to the Collateral Trustee.
The Administrator consents to such assignment and agrees that the Collateral
Trustee, to the extent provided in the Collateral Trust Agreement, shall be
entitled to enforce the terms of this Agreement and the rights (including,
without limitation, the right to grant or withhold any consent or waiver) of
the Trust directly against the Administrator. The Administrator further agrees
that, in respect of its obligations hereunder, it will act at the direction of
and in accordance with all requests and instructions from the Collateral
Trustee made in accordance with the Basic Documents until the satisfaction of
all Obligations. The Administrator shall deliver copies of all notices,
requests, demands and other documents to be delivered by it to the Trust
pursuant to the terms hereof to the Collateral Trustee.
<PAGE> 21
21

(b) The Administrative Agent, the Lenders, the Depositary,
the Trust, the Owner Trustee and the Collateral Trustee are third- party
beneficiaries of this Agreement and are entitled to the rights and benefits
hereunder and may enforce the provisions hereof as if they were parties hereto
to the extent provided in the Basic Documents.

9.9 Merger or Consolidation of, or Assumption of the
Obligations of, the Administrator. Any Person (a) into which the Administrator
may be merged or consolidated, (b) which may result from any merger, conversion
or consolidation to which the Administrator shall be a party, (c) succeeding to
the business of the Administrator, or (d) more than 50% of the voting stock of
which is owned, directly or indirectly, by NIC, which Person, in any of the
foregoing cases executes an agreement of assumption to perform every obligation
of the Administrator hereunder, shall be the successor to the Administrator
under this Agreement without the execution or filing of any paper or any
further act on the part of any of the parties to this Agreement,
notwithstanding anything in this Agreement to the contrary. The Administrator
shall provide notice of any merger, consolidation or succession pursuant to
this subsection 9.9 to the Rating Agencies, the Administrative Agent, the Owner
Trustee and the Collateral Trustee.

9.10 Counterparts. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts,
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument.

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

9.13 WAIVERS OF JURY TRIAL. THE ADMINISTRATOR AND THE TRUST
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

9.14 No Bankruptcy Petition Against the Trust. The
Administrator hereby covenants and agrees that prior to the date which is one
year and one day after the payment in full of all Commercial Paper Notes, it
will not institute against, or join any other Person in instituting against,
the Trust, any
<PAGE> 22
22

bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
or other similar proceeding under the laws of the United States or any state of
the United States. Nothing in this Section 9.14 shall preclude, or be deemed
to estop, the parties hereto from taking or omitting to take any action prior
to such date in (i) any case or proceeding voluntarily filed or commenced by or
on behalf of the Trust under or pursuant to any such law or (ii) any
involuntary case or proceeding pertaining to the Trust which is filed or
commenced by or on behalf of a Person other than the parties hereto (or any
Person to which the parties hereto shall have assigned, transferred or
otherwise conveyed any part of the obligations of the Trust hereunder) under or
pursuant to any such law.

9.15 Further Assurances. The Administrator agrees to do such
further acts and things and to execute and deliver to the Trust (or to the
Administrative Agent, the Collateral Trustee, the Lenders, the Depositary or
the Owner Trustee) such additional assignments, agreements, powers and
instruments, as may be reasonably necessary to carry into effect the purposes
of this Agreement or to better assure and confirm unto the Trust its rights,
powers and remedies hereunder.

9.16 Limitation of Liability. It is expressly understood and
agreed by the parties hereto that (a) this Agreement is executed and delivered
by Chemical Bank Delaware, not individually or personally but solely as trustee
of the Trust, in the exercise of the powers and authority conferred and vested
in it, (b) each of the representations, undertakings and agreements herein made
on the part of the Trust is made and intended not as personal representations,
undertakings and agreements by Chemical Bank Delaware but is made and intended
for the purpose for binding only the Trust and (c) under no circumstances shall
Chemical Bank Delaware be personally liable for the payment of any indebtedness
or expenses of the Trust or be liable for the breach or failure of any
obligation, representation, warranty or covenant made or undertaken by the
Trust under this Agreement or the other Basic Documents.
<PAGE> 23
23

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first above written.

NAVISTAR FINANCIAL CORPORATION, as Administrator

By: /s/ R.W. Cain
-------------------------------
Title: Vice President and Treasurer

NFC ASSET TRUST

By: CHEMICAL BANK DELAWARE,
not in its individual
capacity but solely as
Owner Trustee

By: /s/ John Cashin
---------------------------
Title: Senior Trust Officer

<PAGE> 1
EXHIBIT 4.6
EXECUTION COPY

TRUST AGREEMENT

dated as of November 7, 1994

between

TRUCK RETAIL INSTALMENT PAPER CORP.,
as Depositor

and

CHEMICAL BANK DELAWARE,
as Owner Trustee
<PAGE> 2

TRUST AGREEMENT, dated as of November 7, 1994, between TRUCK RETAIL
INSTALMENT PAPER CORP., a Delaware corporation, as depositor (in such capacity,
the "Depositor"), and CHEMICAL BANK DELAWARE, a Delaware banking corporation,
as Owner Trustee (as defined below).

The parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS

1.1 Defined Terms. Capitalized terms used in this Agreement shall
have the respective meanings assigned to such terms in Appendix A to the
Liquidity Agreement, dated as of the date hereof, among the NFC Asset Trust,
certain financial institutions as lenders (the "Lenders") and Chemical Bank, as
administrative agent for the Lenders, unless otherwise defined herein.

1.2 Other Definitional Provisions. (a) Unless otherwise specified
therein, all terms defined in this Agreement shall have the defined meanings
when used in the Basic Documents or any certificate or other document made or
delivered pursuant hereto or thereto.

(b) As used herein and in the Basic Documents, and in any certificate
or other document made or delivered pursuant hereto, accounting terms not
defined in subsection 1.1, and accounting terms partly defined in subsection
1.1, to the extent not defined, shall have the respective meanings given to
them under GAAP.

(d) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

SECTION 2. ORGANIZATION

2.1 Name. The Trust created hereby shall be known as "NFC Asset
Trust", in which name the Owner Trustee may conduct the business of the Trust,
make and execute contracts and other instruments on behalf of the Trust and sue
and be sued.

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2.2 Office. The office of the Trust shall be in care of the Owner
Trustee at the Corporate Trust Office or at such other address in Delaware as
the Owner Trustee may designate by written notice to the Certificateholders and
the Depositor.

2.3 Purposes and Powers. The purpose of the Trust is, and the Trust
shall have the power and authority, to engage in the following activities:

(a) to purchase Receivables and certain related property from
time to time pursuant to and in accordance with the provisions of the
Receivables Purchase Agreement and to manage and hold such
Receivables;

(b) to purchase the Trust Wholesale Certificate pursuant to
and in accordance with the provisions of the Wholesale Purchase
Agreement and to make Wholesale Certificate Advances from time to
time;

(c) to make the Financing Loan from time to time pursuant to
and in accordance with the provisions of the Financing Loan and
Security Agreement;

(d) to issue the Trust Certificates pursuant to this
Agreement and the other Equity Documents and to sell, transfer,
exchange or redeem the Trust Certificates;

(e) to issue and sell from time to time Commercial Paper
Notes and to borrow from time to time funds under the Liquidity
Facility in each case the proceeds of which shall be used to fund the
activities described in subsections (a) through (c) of this subsection
2.3 or to repay maturing Commercial Paper Notes or Loans or to make
any other payments contemplated by the Liquidity Agreement or any
other Basic Document to be made by the Trust;

(f) to make payments on the Commercial Paper Notes, the
outstanding Loans (and any other amounts owing by the Trust to any
Lender under the Liquidity Agreement) and the Trust Certificates and
to pay the organizational, start-up and transactional expenses of the
Trust;

(g) to assign, grant, transfer, pledge, mortgage and convey
the Trust Estate pursuant to the terms of the Collateral Trust
Agreement and the Depositary Agreement;

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(h) to hold, manage and distribute to the Certificateholders
pursuant to the terms of this Agreement and the Collateral Trust
Agreement any portion of the Trust Estate as is permitted pursuant to
the Basic Documents;

(i) to enter into and perform its obligations under the Basic
Documents to which it is to be a party;

(j) to engage in those activities, including entering into
agreements, that are necessary, suitable or convenient to accomplish
the foregoing or are incidental thereto or connected therewith; and

(k) subject to compliance with the Basic Documents, to engage
in such other activities as may be required in connection with
conservation of the Trust Estate, the making of distributions to the
Certificateholders and the making of payments to the Lenders and the
holders of the Commercial Paper Notes.

The Trust shall not engage in any activity other than in connection with the
foregoing or other than as required or authorized by the terms of this
Agreement or the other Basic Documents.

2.4 Appointment of Owner Trustee. The Depositor hereby appoints the
Owner Trustee as trustee of the Trust effective as of the date hereof, to have
all the rights, powers and duties set forth herein.

2.5 Initial Capital Contribution of Trust Estate. (a) The Depositor
hereby sells, assigns, transfers, conveys and sets over to the Owner Trustee,
as of the date hereof, the sum of $1.00. The Owner Trustee hereby acknowledges
receipt in trust from the Depositor, as of the date hereof, of the foregoing
contribution, which shall constitute the initial Trust Estate and shall be
deposited in the Certificate Distribution Account. The Depositor shall pay
organizational expenses of the Trust as they may arise or shall, upon the
request of the Owner Trustee, promptly reimburse the Owner Trustee for any such
expenses paid by the Owner Trustee. The Depositor may from time to time make
additional capital contributions to the Trust.

(b) Notwithstanding the terms of subsections 3.2 and 3.3, until
the Issuance Date, the entire beneficial interest in the Trust shall be
represented by one Trust Certificate substantially in the form set forth in
Exhibit A-2, which shall be held by the Depositor and shall have a face amount
equal to the Depositor's initial capital

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contribution. Upon the execution of this Agreement and the completion of the
capital contribution referred to in subsection 2.5(a), such Trust Certificate
shall be executed by the Owner Trustee on behalf of the Trust and authenticated
and delivered to the Depositor. For so long as such Trust Certificate is the
only Trust Certificate outstanding, all earnings from the investment of the
proceeds of such capital contribution shall be distributed to the Depositor in
the manner contemplated by the Trust Certificate, and the provisions of
subsection 5.2 shall not apply. In addition, so long as such Trust Certificate
is the only Trust Certificate outstanding, the terms of this Agreement may be
amended, and/or the Trust may be terminated or revoked, by the Depositor in its
sole discretion, and the provisions of Section 10 and subsection 12.1 shall not
apply; provided, however, that no such amendment that adversely affects the
interests of the Owner Trustee in any respect shall be effective without the
consent of the Owner Trustee.

(c) On the Issuance Date, the Depositor shall surrender the Trust
Certificate held by it in the amount of $1.00 in exchange for an interest in a
new Trust Certificate substantially in the form set forth in Exhibit A-1 in an
amount equal to at least 1% of the Aggregate OTC Amount on the Issuance Date
and shall make a capital contribution to the Trust in an amount equal to the
excess of (i) the amount of such Trust Certificate over (ii) $1.00 plus any
income earned by the Trust to the Issuance Date that has not been distributed
to the Depositor.

2.6 Declaration of Trust. The Owner Trustee hereby declares that it
will hold the Trust Estate in trust upon and subject to the conditions set
forth herein for the use and benefit of the Certificateholders, subject to the
obligations of the Trust under the Basic Documents. It is the intention of the
parties hereto that the Trust constitute a trust under the Trust Statute and
that this Agreement constitute the governing instrument of such trust. It is
the intention of the parties hereto that, solely for federal income, state and
local income and franchise taxes and any other taxes imposed upon, measured by,
or based upon gross or net income, the Trust shall be treated as a partnership.
The parties agree that, unless otherwise required by appropriate tax
authorities, the Trust will file or cause to be filed annual or other necessary
returns, reports and other forms consistent with the characterization of the
Trust as a partnership for such tax purposes. Effective as of the date hereof,
the Owner Trustee shall have all rights, powers and duties set forth herein and
in the Trust Statute with respect to accomplishing the purposes

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of the Trust. The Owner Trustee agrees to file the certificate, substantially
in the form set forth as Exhibit B, required under Section 3810 et seq. of the
Trust Statute in connection with the formation of the Trust as a business trust
under the Trust Statute.

2.7 Liability of the Depositor and the Certificateholders. (a) The
Depositor shall be liable directly to and will indemnify the injured party for
all losses, claims, damages, liabilities and expenses of the Trust (including
Expenses, to the extent not paid out of the Trust Estate) to the extent that
the Depositor would be liable if the Trust were a partnership under the
Delaware Revised Uniform Limited Partnership Act in which the Depositor were a
general partner; provided, however, that the Depositor shall not be liable for
(i) the obligations of the Trust to make payments (whether for principal,
interest, increased costs or expense reimbursement, indemnity or otherwise)
with respect to the Commercial Paper Notes, the Loans or the Trust Certificates
or (ii) any losses, claims, damages, liabilities and expenses arising out of
the imposition of any taxing authority of any federal income taxes, state or
local income or franchise taxes, or any other taxes imposed on or measured by
gross or net income, gross or net receipts, capital net worth and similar items
(including any interest penalties or additions with respect thereto) upon the
Certificateholders, the Lenders, the holders of the Commercial Paper Notes, or
the Collateral Trustee (including any liabilities, costs or expenses with
respect thereto). In addition, any third party creditors of the Trust (other
than in connection with the obligations described in the preceding sentence for
which the Depositor shall not be liable) shall be deemed third party
beneficiaries of this subsection 2.7(a). The obligations of the Depositor
under this subsection 2.7(a) shall be evidenced by the Trust Certificates
issued pursuant to subsections 2.5(b) and (c) and subsection 3.9, which for
purposes of the Trust Statute shall be deemed to be a separate class of Trust
Certificates from all other Trust Certificates issued by the Trust; provided
that the rights and obligations evidenced by all Trust Certificates, regardless
of class, except as provided in subsections 2.5(b) and (c) and this subsection
2.7(a), shall be identical.

(b) No Certificateholder, other than the Depositor, to the extent
set forth in subsection 2.7(a), shall have any personal liability for any
liability or obligation of the Trust.

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2.8 Title to Trust Property. Legal title to all the Trust Estate
shall be vested at all times in the Trust as a separate legal entity except
where applicable law in any jurisdiction requires title to any part of the
Trust Estate to be vested in a trustee or trustees, in which case title shall
be deemed to be vested in the Owner Trustee, a co-trustee and/or a separate
trustee, as the case may be.

2.9 Situs of Trust. The Trust will be located and administered in the
State of Delaware. All bank accounts maintained by the Owner Trustee on behalf
of the Trust shall be located in the State of Delaware or the State of New
York. The Trust shall not have any employees in any state other than Delaware;
provided, however, that nothing herein shall restrict or prohibit the Owner
Trustee from having employees within or without the State of Delaware.
Payments will be received by the Trust only in Delaware or New York, and
payments will be made by the Trust only from Delaware or New York. The only
office of the Trust will be at the Corporate Trust Office in Delaware.

2.10 Representations and Warranties of the Depositor. The Depositor
hereby represents and warrants to the Owner Trustee that:

(a) The Depositor (i) is a duly organized corporation,
validly existing and in good standing under the laws of the State of
Delaware, (ii) has the corporate power and authority, and the legal
right, to own its assets and to transact the business in which it is
engaged, (iii) is duly qualified to do business and is in good
standing under the laws of each jurisdiction where its ownership or
lease of property or the conduct of its business requires such
qualification and (iv) is in compliance with all Requirements of Law,
except in the case of (iii) and (iv) to the extent that the failure to
comply therewith would not reasonably be expected to, in the
aggregate, have a Material Adverse Effect with respect to it.

(b) The Depositor has the corporate power and authority,
and the legal right, to execute, deliver and perform this Agreement
and has taken all necessary action required by the applicable
Requirements of Law to authorize the execution, delivery and
performance of this Agreement. No consent or authorization of, filing
with, or other act by or in respect of, any Governmental Authority or
any other Person (including, without limitation, equity holders or
creditors of the Depositor) is required in connection with the
execution, delivery, performance, validity or

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enforceability of this Agreement. This Agreement has been duly
executed and delivered on behalf of the Depositor and constitutes a
legal, valid and binding obligation of the Depositor enforceable
against the Depositor in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law).

(c) The execution, delivery and performance of this
Agreement will not violate any Requirement of Law or Contractual
Obligation of the Depositor and will not result in, or require, the
creation or imposition of any Lien on any of its property, assets or
revenues pursuant to any such Requirement of Law or Contractual
Obligation (other than pursuant to the Basic Documents).

(d) No litigation or proceeding or, to the knowledge of the
Depositor, no investigation of or before any arbitrator or
Governmental Authority is pending or, to the knowledge of the
Depositor, threatened by or against the Depositor or against any of
its properties or revenues (a) with respect to this Agreement or any
of the transactions contemplated hereby or (b) which would reasonably
be expected to have a Material Adverse Effect with respect to the
Depositor.

2.11 Tax Treatment. (a) Each of the Depositor and the Owner Trustee,
by entering into this Agreement, and each Certificateholder, by acquiring any
Trust Certificate or interest therein,

(i) agrees that it will file its own federal, state and
local income, franchise and other tax returns in a manner that is
consistent with the treatment of the Trust as a partnership in which
each of the Certificateholders is a partner; and

(ii) agrees to use reasonable efforts to notify the
Owner Trustee and the Depositor promptly upon receipt of any notice
from any taxing authority having jurisdiction over such
Certificateholder with respect to the treatment of the Trust
Certificates as anything other than interests in a partnership.

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(b) Each Certificateholder shall furnish the Depositor, the
Administrator and the Owner Trustee with information necessary to enable the
Depositor to comply with United States federal income tax information reporting
requirements in respect of such Certificateholder's interest in its Trust
Certificate. Each Certificateholder agrees to certify, from time to time, in
such manner as may be reasonably requested by the Owner Trustee, whether such
Person is a U.S. Person as such term is defined in the Section 7701(a)(30) of
the Code. Each Certificateholder hereby represents and warrants that such
Certificateholder is a U.S. Person as such term is so defined.

(c) If any withholding tax is imposed on the Trust with respect to an
allocation of income to a Certificateholder as a consequence of such
Certificateholder's not being a U.S. Person, such tax shall reduce the amount
otherwise distributable to such Certificateholder in accordance with Section 5.
Such Certificateholder shall indemnify the Trust for the amount of any
withholding tax imposed on the Trust as a consequence of such
Certificateholder's not being a U.S. Person and not withheld from amounts
distributable to such Certificateholder and any interest or penalties resulting
from any failure to withhold the amount of any such tax as a consequence of its
breach of its representation set forth in subsection 2.11(b). The amount of
any withholding tax imposed as a consequence of such Certificateholder's not
being a U.S. Person with respect to a Trust Certificate shall be treated as
cash distributed to such Certificateholder at the time it is withheld by the
Trust and remitted to the appropriate taxing authority. If there is a
possibility that withholding tax is payable with respect to an allocation of
income (other than as a consequence of a Certificateholder's not being a U.S.
Person, in which case required amounts may be withheld without the advice of
counsel as described in this sentence), the Owner Trustee may, upon the advice
of nationally recognized tax counsel that such withholding is required under
applicable law, withhold such amounts in accordance with this subsection
2.11(c). Upon receipt of the advice referred to above, the Owner Trustee is
hereby authorized and directed to retain from amounts otherwise distributable
to the Certificateholders sufficient funds for the payment of any tax that is
legally owed by the Trust (but such authorization shall not prevent the Owner
Trustee from contesting any such tax in appropriate proceedings and deferring
the payment of such tax, if permitted by law, pending the outcome of such
proceedings). If a Certificateholder wishes to apply for a refund of any such
withholding tax, the Owner Trustee shall reasonably

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cooperate with such Certificateholder in making such claim so long as such
Certificateholder agrees to reimburse the Owner Trustee for any out- of-pocket
expenses incurred in connection therewith.

(d) The agreements in this subsection 2.11 shall survive the
termination of this Agreement and the payment of all amounts payable hereunder.

SECTION 3. TRUST CERTIFICATES

3.1 Initial Ownership. Upon the formation of the Trust by the
contribution by the Depositor pursuant to subsection 2.5(a) and until the
issuance of the Trust Certificates pursuant to subsection 3.3, the Depositor
shall be the sole beneficiary of the Trust.

3.2 The Trust Certificates. (a) The Trust Certificates (other than
the Trust Certificate issued pursuant to subsection 2.5(a)) shall be
substantially in the form set forth as Exhibit A-1. Each Trust Certificate
other than a Trust Certificate issued to the Depositor (a) shall be issued in
denominations of $500,000 or in integral multiples of $1,000 in excess thereof,
which denomination shall equal the outstanding certificate balance of such
Trust Certificate on the date of issuance thereof, and (b) shall evidence the
right to receive an amount equal to the lesser of such denomination and the
outstanding certificate balance of such Trust Certificate as in effect from
time to time. Each Trust Certificate issued to the Depositor (i) shall be
issued in a denomination of any integral multiple of $1, which denomination
shall equal the certificate balance of such Trust Certificate on the date of
issuance thereof, and (ii) shall evidence the right to receive an amount equal
to the lesser of such denomination and the certificate balance of such Trust
Certificate as in effect from time to time as well as the right pursuant to
subsection 5.3(c) to receive distributions of the balance, if any, of the
property held by the Trust upon the satisfaction in full of the Obligations.
The Trust Certificates shall be executed on behalf of the Trust by manual or
facsimile signature of an authorized officer of the Owner Trustee. Trust
Certificates bearing the manual or facsimile signatures of individuals who
were, at the time when such signatures shall have been affixed, authorized to
sign on behalf of the Trust, shall be, when authenticated pursuant to
subsection 3.3, validly issued and entitled to the benefits of this Agreement,
notwithstanding that such individuals or any of them shall have ceased to be so
authorized prior to the authentication and delivery of such

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Trust Certificates or did not hold such offices at the date of authentication
and delivery of such Trust Certificates.

(b) The Trust Certificates shall be typewritten, printed, lithographed
or engraved or may be produced in any other manner as is reasonably acceptable
to the Owner Trustee, as evidenced by its execution thereof.

3.3 Authentication of Trust Certificates. (a) On the Issuance Date
and on any Additional Issuance Date, upon the written order of the
Administrator, the Owner Trustee shall cause the Trust Certificates to be
executed on behalf of the Trust, authenticated and delivered to or upon the
written order of the Depositor, signed by a Responsible Officer of the
Depositor, without further corporate action by the Depositor, in authorized
denominations. No Trust Certificate shall entitle its Certificateholder to any
benefit under this Agreement, or shall be valid for any purpose, unless there
shall appear on such Trust Certificate a certificate of authentication
substantially in the form set forth in Exhibit A, executed by the Owner Trustee
or Chemical Bank, as the Owner Trustee's authenticating agent, by manual
signature; such authentication shall constitute conclusive evidence that such
Trust Certificate shall have been duly authenticated and delivered hereunder.
All Trust Certificates shall be dated the date of their authentication.

(b) No Trust Certificate (other than the Trust Certificate issued
pursuant to subsection 2.5(a)) shall be originally issued unless the conditions
set forth in the related Certificate Purchase Agreement and, in the case of
Trust Certificates to be issued on an Additional Issuance Date, the requirement
set forth in subsection 3.11(d) of this Agreement shall have been satisfied or
waived and the Owner Trustee has received a certificate from a Responsible
Officer of the Depositor as to the satisfaction or waiver of the conditions set
forth in the related Certificate Purchase Agreement and, if applicable, the
requirement set forth in subsection 3.11(d).

(c) Proceeds received by the Trust in respect of the issuance and
sale of the Trust Certificates shall be deposited into the Collateral Account
and applied as set forth in subsection 5.3(a) of the Collateral Trust
Agreement.

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3.4 Registration of Transfer and Exchange of Trust Certificates. (a)
The Certificate Registrar shall keep or cause to be kept, at the office or
agency maintained pursuant to subsection 3.8, a Certificate Register in which,
subject to such reasonable regulations as it may prescribe, the Owner Trustee
shall provide for the registration of Trust Certificates and of transfers and
exchanges of Trust Certificates as herein provided; provided, however, that no
Trust Certificate may be subdivided upon transfer or exchange such that the
denomination of any resulting Trust Certificate is less than $500,000.
Chemical Bank shall be the initial Certificate Registrar. Upon any resignation
of a Certificate Registrar, the Owner Trustee shall promptly appoint a
successor or, if it elects not to make such an appointment, assume the duties
of Certificate Registrar.

(b) Upon surrender for registration of transfer of any Trust
Certificate at the office or agency maintained pursuant to subsection 3.8, the
Owner Trustee shall execute, authenticate and deliver (or shall cause Chemical
Bank, as its authenticating agent, to authenticate and deliver), in the name of
the designated transferee or transferees, one or more new Trust Certificates in
authorized denominations of a like aggregate amount dated the date of
authentication by the Owner Trustee. At the option of a Certificateholder,
Trust Certificates may be exchanged for other Trust Certificates of authorized
denominations of a like aggregate amount upon surrender of the Trust
Certificates to be exchanged at the office or agency maintained pursuant to
subsection 3.8. The transfer of the Trust Certificates is subject to the
transfer restrictions contained in subsection 12.9 and may be subject to
further transfer restrictions contained in the applicable Certificate Purchase
Agreement.

(c) Every Trust Certificate presented or surrendered for registration
of transfer or exchange shall be accompanied by a written instrument of
transfer in form satisfactory to the Owner Trustee and the Certificate
Registrar duly executed by the Certificateholder or his attorney duly
authorized in writing. Each Trust Certificate surrendered for registration of
transfer or exchange shall be cancelled and subsequently disposed of by the
Owner Trustee in accordance with its customary practice.

(d) No service charge shall be made for any registration of transfer
or exchange of Trust Certificates, but the Owner Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer or
exchange of Trust Certificates.

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3.5 Mutilated, Destroyed, Lost or Stolen Trust Certificates. (a) If
(i) any mutilated Trust Certificate shall be surrendered to the Certificate
Registrar, or if the Certificate Registrar shall receive evidence to its
satisfaction of the destruction, loss or theft of any Trust Certificate and
(ii) there shall be delivered to the Certificate Registrar and the Owner
Trustee such security or indemnity as may be required by them to save each of
them harmless, then in the absence of notice that such Trust Certificate shall
have been acquired by a bona fide purchaser, the Owner Trustee on behalf of the
Trust shall execute and the Owner Trustee shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust
Certificate, a new Trust Certificate of like tenor and denomination. In
connection with the issuance of any new Trust Certificate under this Section,
the Owner Trustee and the Certificate Registrar may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith. Any duplicate Trust Certificate issued
pursuant to this Section shall constitute conclusive evidence of ownership in
the Trust, as if originally issued, whether or not the lost, stolen or
destroyed Trust Certificate shall be found at any time.

(b) If, after the delivery of a replacement Trust Certificate or
payment in respect of a destroyed, lost or stolen Trust Certificate pursuant to
subsection 3.5(a), a bona fide purchaser of the original Trust Certificate in
lieu of which such replacement Trust Certificate was issued presents for
payment such original Trust Certificate, the Owner Trustee shall be entitled to
recover such replacement Trust Certificate (or such payment) from the Person to
whom it was delivered or any Person taking such replacement Trust Certificate
from such Person to whom such replacement Trust Certificate was delivered or
any assignee of such Person, except a bona fide purchaser, and shall be
entitled to recover upon the security or indemnity provided therefor to the
extent of any loss, damage, cost or expense incurred by the Owner Trustee in
connection therewith.

(c) In connection with the issuance of any replacement Trust
Certificate under this subsection 3.5, the Owner Trustee may require the
payment by the applicable Certificateholder of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and
any other reasonable expenses (including the fees and expenses of the Owner
Trustee and the Certificate Registrar) in connection therewith.

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(d) Any duplicate Trust Certificate issued pursuant to this subsection
3.5 in replacement of any mutilated, destroyed, lost or stolen Trust
Certificate shall constitute an original additional beneficial interest in the
Trust, whether or not the mutilated, destroyed, lost or stolen Trust
Certificate shall be found at any time or be enforced by anyone, and shall be
entitled to all the benefits of this Agreement equally and proportionately with
any and all other Trust Certificates duly issued hereunder.

(e) The provisions of this subsection 3.5 are exclusive and shall (to
the extent permitted by law) preclude all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Trust Certificates.

3.6 Persons Deemed Certificateholders. Prior to due presentation of a
Trust Certificate for registration of transfer, the Owner Trustee or the
Certificate Registrar may treat the Person in whose name any Trust Certificate
shall be registered in the Certificate Register as the Certificateholder of
such Trust Certificate for the purpose of receiving distributions pursuant to
Section 5 and for all other purposes whatsoever, and neither the Owner Trustee
nor the Certificate Registrar shall be bound by any notice to the contrary.

3.7 Access to List of Certificateholders' Names and Addresses. The
Owner Trustee shall furnish or cause to be furnished to the Administrator or
the Depositor, within 15 days after receipt by the Owner Trustee of a request
therefor from the Administrator or the Depositor, as the case may be, in
writing, a list, in such form as the Administrator or the Depositor, as the
case may be, may reasonably require, of the names and addresses of the
Certificateholders as of the most recent Record Date. If three or more
Certificateholders apply in writing to the Owner Trustee, and such application
states that the applicants desire to communicate with other Certificateholders
with respect to their rights under this Agreement or under the Trust
Certificates and such application shall be accompanied by a copy of the
communication that such applicants propose to transmit, then the Owner Trustee
shall, within five Business Days after the receipt of such application, afford
such applicants access during normal business hours to the current list of
Certificateholders. Each Certificateholder, by receiving and holding a Trust
Certificate, shall be deemed to have agreed not to hold any of the Depositor,
the Certificate Registrar or the Owner Trustee accountable by reason of the

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disclosure of its name and address, regardless of the source from which such
information was derived.

3.8 Maintenance of Corporate Trust Office or Agency. The Owner
Trustee shall maintain an office or offices or agency or agencies in the
Borough of Manhattan, The City of New York, where Trust Certificates may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Owner Trustee in respect of the Trust Certificates and
the other Basic Documents may be served. The Owner Trustee initially
designates the offices of Chemical Bank, 55 Water Street, New York, New York,
as its principal office for such purposes. The Owner Trustee shall give prior
written notice to the Depositor, the Administrative Agent, the Collateral
Trustee and to the Certificateholders of any change in the location of the
Certificate Register or any such office or agency. In no event, however, shall
the Owner Trustee move the Certificate Register, or change the office or agency
designated for the foregoing purposes, to any jurisdiction unless the Owner
Trustee has been advised by counsel that such jurisdiction will not impose any
additional tax upon the Trust or any Certificateholder solely as a result of
the maintenance of the Certificate Register, or such office or agency, in such
jurisdiction.

3.9 Disposition by Depositor. On and after the Issuance Date, the
Depositor shall retain beneficial and record ownership of Trust Certificates
representing at least 1% of the Aggregate OTC Amount. Any attempted transfer
of any Trust Certificate that would reduce such interest of the Depositor below
1% of the Aggregate OTC Amount shall be void. Notwithstanding the foregoing,
the Depositor may pledge the Trust Certificates issued to it to NFC pursuant to
the Intercompany Agreement. The Owner Trustee shall cause any Trust
Certificate issued to the Depositor that represents all or a portion of the
Depositor's 1% ownership of the Aggregate OTC Amount (and any Trust Certificate
issued in exchange therefor) to contain a legend stating "THIS CERTIFICATE IS
NONTRANSFERABLE." On any Additional Issuance Date on which additional Trust
Certificates are being issued pursuant to subsection 3.11(a), the Depositor
shall purchase additional Trust Certificates such that the aggregate
certificate balance of the Trust Certificates owned by the Depositor is at
least equal to 1% of the Aggregate OTC Amount (after giving effect to such
additional issuance).

3.10 Depositor as Certificateholder. The Depositor in its individual
or any other capacity may become the owner or pledgee of Trust Certificates and
may otherwise

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deal with the Owner Trustee or its Affiliates as if it were not the Depositor.

3.11 Issuance of Additional Trust Certificates. (a) On the date of
the occurrence of any increase in the Maximum Aggregate Commitment pursuant to
the Liquidity Agreement, upon the written request of the Administrator and
satisfaction of the conditions set forth in subsection 3.11(d) below, the Trust
shall issue and sell to one or more purchasers approved by the Depositor and
the Administrator in their sole discretion, pursuant to one or more Certificate
Purchase Agreements, additional Trust Certificates in an aggregate amount such
that, after giving effect to such issuance, the Aggregate OTC Amount will be at
least equal to the Required OTC Amount, calculated after giving effect to the
increase in the Maximum Aggregate Commitment on such date.

(b) In the event that the Aggregate OTC Amount has been reduced
pursuant to subsection 5.5(a) and, as a result of such reduction, the Aggregate
OTC Amount on any Settlement Date is less than the Required OTC Amount, upon
the written request of the Administrator and satisfaction of the conditions set
forth in subsection 3.11(d) below, the Trust shall issue and sell to one or
more purchasers approved by the Depositor and the Administrator in their sole
discretion, pursuant to one or more Certificate Purchase Agreements, additional
Trust Certificates in the aggregate amount requested by the Administrator;
provided, however, that, after giving effect to such issuance, the Aggregate
OTC Amount shall not exceed the Trust Asset Balance on such Settlement Date.

(c) In the event that the Majority Lenders agree to extend the
Expiration Date at any time pursuant to subsection 2.23 of the Liquidity
Agreement and the Certificateholders of all outstanding Trust Certificates do
not unanimously consent to such extension in accordance with subsection 4.2(b),
upon the written request of the Administrator and satisfaction of the
conditions set forth in subsection 3.11(d) below, the Trust shall issue and
sell on any Settlement Date on which the Aggregate OTC Amount shall be reduced
pursuant to subsection 5.5(c) to one or more purchasers approved by the
Depositor and the Administrator in their sole discretion, pursuant to one or
more Certificate Purchase Agreements, additional Trust Certificates reflecting
such extended Expiration Date in an aggregate amount equal to such reduction in
the Aggregate OTC Amount.

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(d) The obligations of the Trust and the Owner Trustee to issue
additional Trust Certificates on any date (such date, an "Additional Issuance
Date") shall be subject to the satisfaction of the following conditions
precedent:

(i) the Depositor shall have given the Owner Trustee
written notice of such issuance three Business Days prior to such
Additional Issuance Date;

(ii) Credits Outstanding on such Additional Issuance Date
shall not exceed the Borrowing Base on such date (after giving effect
to all transactions to occur on such date);

(iii) the Certificate Purchase Agreements with respect to
such issuance shall have been executed and delivered by the parties
thereto and all conditions precedent set forth therein to the issuance
of such additional Trust Certificates shall have been satisfied or
waived; and

(iv) with respect to the right to issue additional Trust
Certificates pursuant to subsection 3.11(a) only, the Rating Agencies
shall have been notified in writing at least 15 days (or such shorter
period as shall be acceptable to the Rating Agencies) prior to the
proposed issuance of additional Trust Certificates and shall have
confirmed in writing that such issuance will not result in the
withdrawal or downgrading of the ratings of the outstanding Trust
Certificates below the rating assigned by each of the Rating Agencies
with respect to the Trust Certificates immediately prior to the
proposed Additional Issuance Date.

3.12 Appointment of Paying Agent. The Owner Trustee hereby appoints
Chemical Bank, as paying agent, and Chemical Bank may appoint any co-paying
agent acceptable to the Owner Trustee (Chemical Bank, as paying agent, any
co-paying agent and any successor thereto, the "Paying Agent"). The Paying
Agent shall make distributions to Certificateholders from the Certificate
Distribution Account pursuant to Section 5 and shall report the amounts of such
distributions to the Owner Trustee. Any Paying Agent shall have the revocable
power to withdraw funds from the Certificate Distribution Account for the
purpose of making the distributions referred to above. The Owner Trustee may
revoke such power and remove the Paying Agent if the Owner Trustee determines
in its sole discretion that the Paying Agent shall have failed to perform its
obligations under this Agreement in any material respect. Chemical Bank shall
be permitted to resign as Paying Agent upon 30 days' written

<PAGE> 18
notice to the Owner Trustee. If Chemical Bank shall no longer be the Paying
Agent, the Owner Trustee shall appoint a successor to act as Paying Agent
(which shall be a bank or trust company). The Owner Trustee shall cause such
successor Paying Agent or any additional Paying Agent appointed by the Owner
Trustee to execute and deliver to the Owner Trustee an instrument in which such
successor Paying Agent or additional Paying Agent shall agree with the Owner
Trustee that, as Paying Agent, such successor Paying Agent or additional Paying
Agent shall hold all sums, if any, held by it for distribution to the
Certificateholders in trust for the benefit of the Certificateholders entitled
thereto until such sums shall be paid to such Certificateholders. The Paying
Agent shall return all unclaimed funds to the Owner Trustee and upon removal of
a Paying Agent such Paying Agent shall so return all funds in its possession to
the Owner Trustee. The provisions of subsections 8.1, 8.3, 8.4 and 8.6 and
Section 9 shall apply to the Owner Trustee also in its role as Paying Agent,
for so long as the Owner Trustee shall act as Paying Agent and, to the extent
applicable, to any other paying agent appointed hereunder.

SECTION 4. ACTIONS BY OWNER TRUSTEE

4.1 Prior Notice to Certificateholders with Respect to Certain
Matters. (a) With respect to the following matters, the Owner Trustee shall
not take action unless at least 30 days before the taking of such action, the
Owner Trustee shall have notified the Certificateholders in writing of the
proposed action and the Certificateholders shall not have notified the Owner
Trustee in writing prior to the 30th day after such notice is given that such
Certificateholders have withheld consent or provided alternative direction:

(i) the initiation of any claim or lawsuit by the Trust
and the compromise of any action, claim or lawsuit brought by or
against the Trust;

(ii) the election by the Trust to file an amendment to the
Certificate of Trust;

(iii) the amendment, change or modification by the Trust of
the Administration Agreement or any other Basic Document, except to
cure any ambiguity or to amend or supplement any provision in a manner
or add any provision that would not materially adversely affect the
interests of the Certificateholders;

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(iv) the appointment of (A) a successor Trust Servicer
pursuant to the Trust Servicing Agreement, (B) a successor Trip
Servicer pursuant to the Trip Servicing Agreement, (C) a successor
Collateral Trustee pursuant to the Collateral Trust Agreement, (D) a
successor Administrative Agent pursuant to the Liquidity Agreement or
(E) a successor Certificate Registrar pursuant to this Agreement; or

(v) the consent to the assignment by the Trust Servicer,
the Trip Servicer, the Collateral Trustee, the Administrative Agent or
the Certificate Registrar of its obligations under the Trust Servicing
Agreement, the Trip Servicing Agreement, the Collateral Trust
Agreement, the Liquidity Agreement or this Agreement, as applicable.

(b) Upon receipt of written notice of any termination of, or
appointment of a successor to, the Trust Servicer pursuant to Section 7.03 of
the Trust Servicing Agreement or the Trip Servicer pursuant to Section 7.03 of
the Trip Servicing Agreement, the Owner Trustee shall give prompt written
notice thereof to the Certificateholders.

4.2 Action by Certificateholders with Respect to Certain Matters. (a)
Except as provided in the next succeeding sentence, the Owner Trustee shall not
have the power to (a) remove the Administrator under the Administration
Agreement pursuant to Section 6 of the Administration Agreement, (b) appoint a
successor Administrator pursuant to Section 6 of the Administration Agreement,
(c) consent to the removal of the Trust Servicer under the Trust Servicing
Agreement pursuant to Section 7.02 of the Trust Servicing Agreement, (d)
consent to the removal of the Trip Servicer under the Trip Servicing Agreement
pursuant to Section 7.02 of the Trip Servicing Agreement or (e) except as
provided in Section 10, sell or assign any part of the Trust Estate or any
interest therein. The Owner Trustee shall take the actions referred to in the
preceding sentence only upon written instructions signed by the
Certificateholders.

(b) The Owner Trustee shall not have the power to extend the
Expiration Date under the Liquidity Agreement without the unanimous written
consent of the Certificateholders.

4.3 Action by Certificateholders with Respect to Bankruptcy. The Owner
Trustee shall not have the power to commence a voluntary proceeding in
bankruptcy relating to

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the Trust without the unanimous prior approval of all Certificateholders.

4.4 Restrictions on Certificateholders' Power. The Certificateholders
shall not direct the Owner Trustee to take or refrain from taking any action if
such action or inaction would be contrary to any obligation of the Trust or the
Owner Trustee under this Agreement or any of the other Basic Documents or would
be contrary to subsection 2.3 nor shall the Owner Trustee be obligated to
follow any such direction, if given.

4.5 Majority Control. Except as expressly provided herein, any action
that may be taken or consent that may be given or withheld by the
Certificateholders under this Agreement may be taken, given or withheld by
Certificateholders holding Trust Certificates evidencing not less than a
majority of the Aggregate OTC Amount. Except as expressly otherwise provided
herein, any written notice, instruction, direction or other writing of the
Certificateholders delivered pursuant to this Agreement shall be effective if
signed by Certificateholders holding Trust Certificates evidencing not less
than a majority of the Aggregate OTC Amount at the time of the delivery of such
notice, instruction, direction or other writing.

SECTION 5. APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

5.1 Establishment of Certificate Distribution Account. (a) The Owner
Trustee, for the benefit of the Certificateholders, shall establish and
maintain in the name of the Trust an Eligible Deposit Account (the "Certificate
Distribution Account"), bearing a designation clearly indicating that the funds
deposited therein are held for the sole benefit of the Certificateholders.

(b) The Trust shall possess all right, title and interest in all funds
on deposit from time to time in the Certificate Distribution Account and in all
proceeds thereof. Except as otherwise expressly provided herein, the
Certificate Distribution Account shall be under the sole dominion and control
of the Owner Trustee for the benefit of the Certificateholders. If, at any
time, the Certificate Distribution Account ceases to be an Eligible Deposit
Account, the Owner Trustee (or the Depositor on behalf of the Owner Trustee, if
the Certificate Distribution Account is not then held by the Owner Trustee or
an affiliate thereof) shall within 10 Business Days (or such longer period, not
to exceed 30 calendar days, as to which each

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Rating Agency may consent) establish a new Certificate Distribution Account as
an Eligible Deposit Account and shall transfer any cash and/or any investments
to such new Certificate Distribution Account.

(c) The Owner Trustee, upon instruction from the Administrator, shall
(i) upon receipt of any distribution from the Collateral Account or the
Certificate Reserve Account pursuant to the Collateral Trust Agreement for
deposit in the Certificate Distribution Account, deposit the amount so
distributed in the Certificate Distribution Account and (ii) apply amounts so
deposited as set forth in this Section 5.

5.2 Earnings Distributions. (a) The earnings of the Trust
distributable to the Certificateholders on each Settlement Date (the "Monthly
R.O.E. Amount") shall be equal to the sum for all Trust Certificates of the
Interest Amount distributable with respect to each such Trust Certificate on
such Settlement Date.

(b) On each Settlement Date, the Owner Trustee shall distribute from
the Certificate Distribution Account to the Certificateholders, at the written
direction of the Administrator, the lesser of (i) the Monthly R.O.E. Amount
with respect to such Settlement Date plus any Monthly R.O.E. Amount with
respect to any previous Settlement Date not distributed to the
Certificateholders on any previous date and (ii) the amount on deposit in the
Certificate Distribution Account (other than the portion, if any, of such
amount received as distributions in respect of principal or OTC Costs).

(c) The amounts distributed pursuant to this subsection 5.2 shall be
distributed to the Certificateholders pro rata in accordance with the
respective Interest Amounts to which such Certificateholders are entitled.

5.3 Capital Distributions. (a) The amount (the "Monthly Capital
Amount") distributable to the Certificateholders from the Certificate
Distribution Account on each Settlement Date in respect of principal shall be
equal to:

(i) prior to the Wind-Down Date, zero; and

(ii) on or after the Wind-Down Date, an amount equal to
the lesser of (i) the product of (A) the OTC Percentage on such
Settlement Date and (B) the Principal Payment Amount for such
Settlement Date and (ii) the amount of funds available for
distribution to

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the Owner Trustee pursuant to subsection 5.3(a)(xiii)(I) or
5.3(b)(ii), as the case may be, of the Collateral Trust Agreement;
provided, however, that in no event shall the Monthly Capital Amount
exceed the Aggregate OTC Amount on such Settlement Date.

(b) On each Settlement Date on or after the Wind-Down Date, upon the
written direction of the Administrator, the Owner Trustee shall allocate and
distribute from the Certificate Distribution Account the Monthly Capital Amount
to the Certificateholders, pro rata in accordance with the certificate balances
of their respective Trust Certificates.

(c) On the first Settlement Date after the Wind-Down Date on which the
Required OTC Amount is zero and the amount on deposit in the Certificate
Distribution Account (after giving effect to distribution of all amounts
required to be distributed pursuant to subsection 5.2 on such Settlement Date)
equals the sum of (i) the Aggregate OTC Amount and (ii) the aggregate amount of
OTC Costs not distributed prior to such date, the Owner Trustee, upon the
written direction of the Administrator, shall distribute from the Certificate
Distribution Account the sum of clauses (i) and (ii) above to the
Certificateholders in accordance with the amounts distributable to such
parties. Any amount remaining in the Certificate Distribution Account after
the payment (or setting aside for payment) of all amounts so payable to the
Certificateholders shall be distributed to the Depositor on such Settlement
Date.

5.4 OTC Costs. On each Settlement Date, after giving effect to the
distributions required pursuant to subsections 5.2 and 5.3 (other than 5.3(c)),
the Owner Trustee, upon the written direction of the Administrator, shall
distribute from the Certificate Distribution Account, the lesser of (a) any
accrued and unpaid OTC Costs and (b) the amount of funds available for deposit
into the Certificate Distribution Account pursuant to subsection 5.3(a)(vi)(L)
or 5.3(b)(iv), as the case may be, of the Collateral Trust Agreement.

5.5 Reduction of Aggregate OTC Amount. (a) In the event that the
Aggregate OTC Amount on any Settlement Date prior to the Wind-Down Date shall
exceed the Trust Asset Balance on such Settlement Date and the amount on
deposit in the Certificate Reserve Account is less than the Certificate Reserve
Amount for such Settlement Date, at the written direction of the Administrator,
the Owner Trustee, after giving at least three Working Days' prior written
notice to the Certificateholders, shall decrease the Aggregate OTC Amount on
such Settlement Date, pro rata, by

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returning a portion of the certificate balance of the Trust Certificates in an
amount equal to such excess, applying funds available for distribution to the
Owner Trustee pursuant to subsection 5.3(a)(xiii)(H) of the Collateral Trust
Agreement for transfer to the Certificate Distribution Account.

(b) In the event that, as a result of a reduction in the Maximum
Aggregate Commitment pursuant to the Liquidity Agreement (other than a
reduction pursuant to subsection 2.23 of the Liquidity Agreement), the
Aggregate OTC Amount on any Settlement Date prior to the Wind-Down Date shall
exceed the Required OTC Amount on such Settlement Date, at the written
direction of the Administrator, the Owner Trustee, after giving at least three
Working Days' prior written notice to the Certificateholders, shall decrease
the Aggregate OTC Amount, pro rata, by returning a portion of the certificate
balance of the Trust Certificates in an amount designated by the Administrator
(an "OTC Decrease Amount"). The OTC Decrease Amount shall be returned to the
Certificateholders through the distribution on each Settlement Date until the
OTC Decrease Amount is distributed in full of an amount equal to the lesser of
(i) (A) the OTC Decrease Amount minus (B) the portion, if any, of the OTC
Decrease Amount distributed on any prior Settlement Date and (ii) the aggregate
amount of funds available to the Owner Trustee for distribution on such
Settlement Date as a result of the transfer on such Settlement Date to the
Certificate Distribution Account pursuant to subsection 5.3(a)(xiii)(H) of the
Collateral Trust Agreement.

(c) In the event that the Majority Lenders agree to extend the
Expiration Date at any time pursuant to subsection 2.23 of the Liquidity
Agreement and the Certificateholders of all outstanding Trust Certificates do
not unanimously consent to such extension in accordance with subsection 4.2(b),
on any Settlement Date occurring after the Majority Lenders agree, and the
Certificateholders fail to agree, to such extension, at the written direction
of the Administrator, the Owner Trustee, after giving at least three Working
Days' prior written notice to the Certificateholders, shall return the
certificate balances of those Certificateholders who did not consent to such
extension by distributing to such Certificateholders the proceeds of the sale
of additional Trust Certificates issued in accordance with subsection 3.11(c)
and made available to the Owner Trustee for distribution on such Settlement
Date as a result of the transfer on such Settlement Date to the Certificate
Distribution Account pursuant to subsection 5.3(a)(xiii)(H) of the Collateral
Trust Agreement.

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5.6 Method of Payment. Subject to subsection 10.1(c), distributions
required to be made to Certificateholders on any Settlement Date shall be made
to each Certificateholder of record on the preceding Record Date either by wire
transfer, in immediately available funds, to the account of such
Certificateholder at a bank or other entity located in the United States having
appropriate facilities therefor, if such Certificateholder shall have provided
to the Certificate Registrar appropriate written instructions at least five
Business Days prior to such Settlement Date and such Certificateholder's Trust
Certificates in the aggregate evidence a denomination of not less than
$1,000,000, or, if not, by check mailed to such Certificateholder at the
address of such Certificateholder appearing in the Certificate Register.

5.7 Accounting and Reports to the Certificateholders, the Internal
Revenue Service and Others.

(a) Promptly upon receipt thereof pursuant to subsection 4.1 of the
Administration Agreement, the Owner Trustee shall send to each
Certificateholder the Monthly Program Statement provided to the Owner Trustee
by the Administrator. In addition, each Certificateholder may obtain a copy of
any of the following documents by submitting a written request therefor to the
Owner Trustee addressed to the Corporate Trust Office: (i) the Annual Statement
as to Compliance delivered to Trip pursuant to Section 3.01 of the Trip
Servicing Agreement, (ii) the Annual Statement as to Compliance delivered to
the Trust pursuant to Section 3.01 of the Trust Servicing Agreement, (iii) the
Annual Certified Public Accountants' Report delivered to Trip pursuant to
Section 3.02 of the Trip Servicing Agreement, (iv) the Annual Certified Public
Accountants' Report delivered to the Trust pursuant to Section 3.02 of the
Trust Servicing Agreement and (v) the Annual Report delivered to the Owner
Trustee pursuant to subsection 4.2(b) of the Administration Agreement.

(b) The Owner Trustee shall (i) maintain (or cause to be maintained)
the books of the Trust on the basis of a fiscal year ending October 31 on the
accrual method of accounting, (ii) deliver to each Certificateholder, as may be
required by the Code and applicable treasury regulations, such information as
may be required (including Schedule K-1) to enable each Certificateholder to
prepare its Federal, state and local income tax returns, (iii) file such tax
returns relating to the Trust (including a partnership information return,
Internal Revenue Service Form 1065) and make such elections as may from time to
time be required or appropriate under any applicable state or Federal statute
or

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<PAGE> 25
rule or regulation thereunder so as to maintain the Trust's characterization as
a partnership for Federal income tax purposes, (iv) cause such tax returns to
be signed in the manner required by law and (v) collect or cause to be
collected any withholding tax as described in and in accordance with subsection
2.11(c) with respect to income or distributions to Certificateholders. The
Owner Trustee shall not make the election provided under Section 754 of the
Code.

5.8 Signature on Returns; Tax Matters Partner.

(a) The Owner Trustee shall sign on behalf of the Trust the tax
returns of the Trust.

(b) The Depositor shall be designated the "tax matters partner" of the
Trust pursuant to Section 6231(a)(7)(A) of the Code and applicable treasury
regulations.

SECTION 6. CHANGE IN CIRCUMSTANCES

6.1 Reemployment Costs. Each Certificateholder shall be entitled to
be indemnified and held harmless by the Trust from any loss or expense arising
from interest or fees payable by such Certificateholder to lenders of funds
obtained by it to purchase or maintain its interest in its Trust Certificate as
a consequence of any reduction of the Aggregate OTC Amount on a day other than
a Settlement Date. A certificate as to any additional amounts payable pursuant
to the foregoing sentence, accompanied by a statement setting forth the basis
for calculating the amount so payable (which may include any reasonable
averaging and attribution methods), submitted by any Certificateholder to the
Owner Trustee (who shall promptly forward such certificate to the
Administrator) shall be conclusive absent manifest error. Such indemnification
shall be in an amount equal to the excess, if any, of (i) the amount of
interest which would have accrued absent a reduction of the Aggregate OTC
Amount as described above, calculated from the date of such reduction through
the next Settlement Date, in each case at the applicable LIBO Rate over (ii)
the amount of interest (as reasonably determined by such Certificateholder)
which would have accrued to such Certificateholder on such amount by placing
such amount on deposit for the period described in clause (i) above with
leading banks in the interbank eurodollar market. This covenant shall survive
termination of this Agreement.

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6.2 Market Disruption. If on or prior to the first day of any Accrual
Period, the Administrator notifies the Owner Trustee (which notification shall
be conclusive and binding) in writing that (a) no rate appears on Telerate Page
3750 and deposits in dollars are not being offered to the Reference Banks in
the London interbank market two Working Days prior to the beginning of any
Accrual Period, (b) the rate per annum referred to in the definition of "LIBO
Rate" as the basis upon which the interest rate on any Trust Certificate is to
be determined does not accurately reflect the costs to any applicable
Certificateholder of maintaining its investment in its Trust Certificates at
such time or (c) adequate and reasonable means do not otherwise exist for
ascertaining the LIBO Rate, the Owner Trustee shall forthwith give written
notice thereof to the Certificateholders and the Administrator by telecopy (or,
in the case of any Certificateholder, if no telecopy information has been
provided to the Owner Trustee, as described in subsection 12.5), whereupon
until the Administrator notifies the Owner Trustee (who shall promptly notify
the Certificateholders) that the circumstances giving rise to such notice no
longer exist, the interest on the Trust Certificates shall be calculated by
reference to the LIBO Rate in effect immediately prior to the occurrence of
such circumstances.

6.3 Illegality. Notwithstanding any other provision herein to the
contrary, if, after the Issuance Date, the adoption of any applicable law, rule
or regulation, or any change therein, or any change in the interpretation or
administration thereof by any Governmental Authority, central bank or
comparable agency charged with the interpretation or administration thereof, or
compliance by any Certificateholder with any request or directive (whether or
not having the force of law) of any such authority, central bank or comparable
agency shall make it unlawful or impossible for such Certificateholder to
maintain its interest in the Trust Certificates to the extent the return on
such Trust Certificates is calculated by reference to the LIBO Rate, and such
Certificateholder shall so notify the Administrator and the Owner Trustee in
writing, then the return applicable to the Trust Certificates held by such
Certificateholder shall thereafter be calculated by reference to the Alternate
Base Rate. Each Certificateholder shall be entitled to be indemnified and held
harmless by the Trust from any loss or expense arising from any such change in
the method of calculating the return on such Certificateholder's Trust
Certificates. If any such change in the method of calculating the return
occurs on a day which is not the last day of an Accrual Period, such
indemnification shall include an amount equal to the excess,

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if any, of the amount of interest which would have accrued absent such change
in return, calculated from the date of such change through the next Settlement
Date, at the applicable LIBO Rate over (ii) the amount of interest which did
accrue at the Alternate Base Rate during such period. A certificate as to any
additional amounts payable pursuant to the foregoing sentence, accompanied by a
statement setting forth the basis for calculating the amount so payable (which
may include any reasonable averaging and attribution methods), submitted by any
Certificateholder to the Administrator and the Owner Trustee shall be
conclusive absent manifest error.

6.4 OTC Increased Costs. If, on or after the Issuance Date, the
adoption of any applicable law, rule or regulation, or any change in any
applicable law, rule or regulation, or any change in the interpretation or
administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof, or
compliance by any Certificateholder with any request or directive (whether or
not having the force of law) of any such authority, central bank or comparable
agency:

(i) shall subject any Certificateholder to any tax, duty
or other charge with respect to its Trust Certificates or shall change
the basis of taxation of payments to any Certificateholder of the
principal of or interest on its Trust Certificates or any other
amounts due to such Certificateholder with respect to its Trust
Certificates (except for changes in the rate of tax on the overall net
income of such Certificateholder imposed by the jurisdiction in which
such Certificateholder's principal executive office is located); or

and if such Certificateholder determines that the result of any of the
foregoing is to increase the cost to such Certificateholder of purchasing or
maintaining its Trust Certificates, or to reduce the amount of any sum received
or receivable by such Certificateholder with respect to its

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Trust Certificates by an amount deemed by such Certificateholder to be
material, then such Certificateholder may calculate the additional amount or
amounts (collectively, "OTC Increased Costs") which will compensate such
Certificateholder for such increased cost or reduction and deliver to the Owner
Trustee (with a copy to the Administrator) a request for payment thereof
accompanied by a statement setting forth the basis for calculating the amount
requested (which may include any reasonable averaging and attribution methods).
Such OTC Increased Costs will, on the Settlement Date subsequent to such
notification, be distributed in the manner provided in subsection 5.3(a)(vi)(L)
or 5.3(b)(iv) of the Collateral Trust Agreement.

6.5 Changes in Capital Requirements. (a) If any Certificateholder
shall determine that, after the Issuance Date, the adoption of any applicable
law, guideline, rule or regulation regarding capital adequacy, or any change in
any applicable law, guideline, rule or regulation regarding capital adequacy,
or any change or clarification in the interpretation or administration thereof
by any governmental authority, central bank or comparable agency charged with
the interpretation or administration thereof, or compliance by any
Certificateholder with any request or directive regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return
on such Certificateholder's or its Parent's capital as a consequence of owning
such Certificateholder's Trust Certificates to a level below that which such
Lender (or its Parent) could have achieved but for such adoption, change or
compliance (taking into consideration its policies with respect to capital
adequacy) by an amount deemed by such Certificateholder to be material, then
such Certificateholder may calculate the additional amount or amounts which
will compensate such Certificateholder (or its Parent) for such reduction and
deliver to the Owner Trustee (with a copy to the Administrator) from time to
time a request for payment thereof accompanied by a statement setting forth the
basis for calculating the amount so requested (which may include any reasonable
averaging and attribution methods).

(b) Each Certificateholder will promptly notify the Borrower and the
Administrative Agent of any event of which it has knowledge, occurring after
the Issuance Date which will entitle such Certificateholder to compensation
pursuant to this subsection 6.5. A certificate as to any additional amounts
payable pursuant to this subsection submitted by such Certificateholder (with a
copy to the

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Administrator) to the Owner Trustee shall be conclusive in the absence of
manifest error.

6.6 Payment of Expenses. All costs and expenses payable pursuant to
this Section 6 shall be payable, to the extent of funds available therefor
pursuant to Section 5.3(a)(vi)(L) or 5.3(b)(iv), as the case may be, of the
Collateral Trust Agreement.

SECTION 7. AUTHORITY AND DUTIES OF OWNER TRUSTEE

7.1 General Authority. The Owner Trustee is authorized and directed
to execute and deliver the Basic Documents to which the Trust is to be a party
and each certificate or other document attached as an exhibit to or
contemplated by the Basic Documents to which the Trust is to be a party, in
each case, in such form as the Depositor shall approve as evidenced
conclusively by the Owner Trustee's execution thereof. In addition to the
foregoing, the Owner Trustee is authorized, but shall not be obligated, to take
all actions required of the Trust pursuant to the Basic Documents. The Owner
Trustee is further authorized from time to time to take such action as the
Administrator recommends with respect to the Basic Documents, and shall execute
and deliver any amendment to a Basic Document or agreement contemplated by a
Basic Document that is furnished to the Owner Trustee by the Administrator
together with a written request for such execution and delivery.

7.2 General Duties. (a) It shall be the duty of the Owner Trustee to
discharge (or cause to be discharged) all of its responsibilities pursuant to
the terms of this Agreement and the other Basic Documents and to administer the
Trust in the interest of the Certificateholders, subject to the Basic Documents
and in accordance with the provisions of this Agreement.

(b) Notwithstanding the foregoing, it is hereby acknowledged and
agreed that the Owner Trustee shall be deemed to have discharged its duties and
responsibilities hereunder and under the other Basic Documents to the extent
the Administrator has agreed in the Administration Agreement to perform any act
or to discharge any duty of the Trust or the Owner Trustee hereunder or under
any other Basic Document, and the Owner Trustee shall not be held liable for
the default or failure of the Administrator to carry out its obligations under
the Administration Agreement.

7.3 Action upon Instruction. (a) Subject to subsection 4.4 and in
accordance with the terms of the other

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Basic Documents, the Certificateholders may by written instruction direct the
Owner Trustee in the management of the Trust. Such direction may be exercised
at any time by written instruction of the Certificateholders pursuant to
subsection 4.5.

(b) The Owner Trustee shall not be required to take any action
hereunder or under any other Basic Document if the Owner Trustee shall have
reasonably determined, or shall have been reasonably advised by counsel, that
such action is likely to result in liability on the part of the Owner Trustee
or is contrary to the terms hereof or of any other Basic Document or is
otherwise contrary to law.

(c) Whenever the Owner Trustee is unable to decide between
alternative courses of action permitted or required by the terms of this
Agreement or under any other Basic Document, the Owner Trustee shall promptly
give notice (in such form as shall be appropriate under the circumstances) to
the Certificateholders requesting instruction as to the course of action to be
adopted, and to the extent the Owner Trustee acts in good faith in accordance
with any written instruction of the Certificateholders received, the Owner
Trustee shall not be liable to any Person on account of such action. If the
Owner Trustee shall not have received appropriate instruction within 10 days of
such notice (or within such shorter period of time as reasonably may be
specified in such notice or may be necessary under the circumstances) it may,
but shall be under no duty to, take or refrain from taking such action as the
Owner Trustee in good faith believes to be not inconsistent with this Agreement
or the other Basic Documents and in the best interests of the
Certificateholders, and the Owner Trustee shall have no liability to any Person
for such action or inaction.

(d) In the event that the Owner Trustee is unsure as to the
application of any provision of this Agreement or any other Basic Document or
any such provision is ambiguous as to its application, or is, or appears to be,
in conflict with any other applicable provision, or in the event that this
Agreement permits any determination by the Owner Trustee or is silent or is
incomplete as to the course of action that the Owner Trustee is required to
take with respect to a particular set of facts, the Owner Trustee may give
notice (in such form as shall be appropriate under the circumstances) to the
Certificateholders requesting instruction and, to the extent that the Owner
Trustee acts or refrains from acting in good faith in accordance with any such
instruction received, the Owner Trustee shall not be liable to any Person, on
account of such action or inaction.

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If the Owner Trustee shall not have received appropriate instruction within 10
days of such notice (or within such shorter period of time as reasonably may be
specified in such notice or may be necessary under the circumstances) it may,
but shall be under no duty to, take or refrain from taking such action as the
Owner Trustee in good faith believes to be not inconsistent with this Agreement
or the other Basic Documents and in the best interests of the
Certificateholders, and shall have no liability to any Person for such action
or inaction.

7.4 No Duties Except as Specified in this Agreement or in
Instructions. The Owner Trustee shall not have any duty or obligation to
manage, make any payment with respect to, register, record, sell, dispose of,
or otherwise deal with the Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated
hereby to which the Trust is a party, except as expressly provided by the terms
of this Agreement or any other Basic Document or in any document or written
instruction received by the Owner Trustee pursuant to subsection 7.2 or 7.3;
and no implied duties or obligations shall be read into this Agreement or any
other Basic Document against the Owner Trustee. The Owner Trustee shall have
no responsibility for filing any financing or continuation statement in any
public office at any time or to otherwise perfect or maintain the perfection of
any security interest or lien granted to it hereunder or to record this
Agreement or any other Basic Document. The Owner Trustee nevertheless agrees
that it will, at its own cost and expense, promptly take all action as may be
necessary to discharge any liens on any part of the Trust Estate that result
from actions by, or claims against, the Owner Trustee in its individual
capacity and not in its capacity as Owner Trustee that are not related to the
ownership or the administration of the Trust Estate.

7.5 No Action Except Under Specified Documents or Instructions. The
Owner Trustee shall not manage, control, use, sell, dispose of or otherwise
deal with any part of the Trust Estate except (i) in accordance with the powers
granted to and the authority conferred upon the Owner Trustee pursuant to this
Agreement, (ii) in accordance with the Basic Documents and (iii) in accordance
with any document or instruction delivered to the Owner Trustee pursuant to
subsection 7.3.

7.6 Restrictions. The Owner Trustee shall not take any action (a)
that is inconsistent with the purposes of the Trust set forth in subsection 2.3
or (b) that, to the actual knowledge of the Owner Trustee, would result in the

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Trust becoming taxable as a corporation for Federal income tax purposes.

SECTION 8. CONCERNING THE OWNER TRUSTEE

8.1 Acceptance of Trusts and Duties. The Owner Trustee accepts the
trusts hereby created and agrees to perform its duties hereunder with respect
to such trusts but only upon the terms of this Agreement. The Owner Trustee
also agrees to disburse all moneys actually received by it constituting part of
the Trust Estate upon the terms of the Basic Documents. The Owner Trustee shall
not be answerable or accountable hereunder or under any other Basic Document
under any circumstances, except (i) for its own willful misconduct or
negligence or (ii) in the case of the inaccuracy of any representation or
warranty contained in subsection 8.3 expressly made by the Owner Trustee. In
particular, but not by way of limitation (and subject to the exceptions set
forth in the preceding sentence):

(a) the Owner Trustee shall not be liable for any error of
judgment made by a Responsible Officer of the Owner Trustee unless it
is proved that the Owner Trustee was negligent in ascertaining the
pertinent facts;

(b) the Owner Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in accordance with the
instructions of the Administrator or the Certificateholders in
accordance with the Basic Documents;

(c) no provision of this Agreement or any other Basic
Document shall require the Owner Trustee to expend or risk funds or
otherwise incur any financial liability in the performance of any of
its rights or powers hereunder or under any other Basic Document, if
the Owner Trustee shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured or provided to it;

(d) under no circumstances shall the Owner Trustee be liable
for indebtedness evidenced by or arising under any of the Basic
Documents, including, without limitation, the principal of and
interest on the outstanding Loans or the Commercial Paper Notes or for
the sufficiency of the Trust Estate to provide funds to make required
distributions to the Certificateholders;

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(e) the Owner Trustee shall not be responsible for or in
respect of the validity or sufficiency of this Agreement or for the
due execution hereof by the Depositor or the perfection and priority
of any security interest created in the Trust Estate (or any portion
thereof) or the maintenance of any such perfection and priority or for
the form, character, genuineness, sufficiency, value or validity of
any of the Trust Estate or for or in respect of the validity or
sufficiency of the Basic Documents, the Loans, the Commercial Paper
Notes, the Trust Certificates, other than the certificate of
authentication on the Trust Certificates, and the Trust Estate and the
Owner Trustee shall in no event assume or incur any liability, duty,
or obligation to the Lenders, any holder of Commercial Paper Notes or
to any Certificateholder, other than is expressly provided for herein
and in the other Basic Documents;

(f) the Owner Trustee shall not be liable for the default or
misconduct of the Administrator or the Depositor under any of the
Basic Documents or otherwise and the Owner Trustee shall have no
obligation or liability to perform the obligations of the Trust under
this Agreement or the other Basic Documents that are required to be
performed by the Administrator under the Administration Agreement or
the Depositor hereunder; and

(g) the Owner Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Agreement,
or to institute, conduct or defend any litigation under this Agreement
or any other Basic Document or otherwise or in relation to this
Agreement or any other Basic Document, at the request, order or
direction of any of the Certificateholders, unless such
Certificateholders have offered to the Owner Trustee security or
indemnity satisfactory to it against the costs, expenses and
liabilities that may be incurred by the Owner Trustee therein or
thereby. The right of the Owner Trustee to perform any discretionary
act enumerated in this Agreement or in any other Basic Document shall
not be construed as a duty, and the Owner Trustee shall not be
answerable for other than its negligence or willful misconduct in the
performance of any such act.

8.2 Furnishing of Documents; Notices. (a) The Owner Trustee shall
furnish to the Certificateholders promptly upon receipt of a written request
therefor, duplicates or copies of all reports, notices, requests,

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demands, certificates, financial statements and any other instruments furnished
to the Owner Trustee under the Basic Documents.

(b) Upon receipt by the Owner Trustee of written notice pursuant to
any Basic Document of the occurrence of any Default or Event of Default under
the Liquidity Agreement, the Owner Trustee shall promptly forward a copy of
such notice to the Certificateholders.

8.3 Representations and Warranties. The Owner Trustee hereby
represents and warrants to the Depositor, for the benefit of the
Certificateholders, that:

(a) It is a banking corporation duly organized and validly
existing in good standing under the laws of the State of Delaware. It
has all requisite corporate power and authority to execute, deliver
and perform its obligations under this Agreement.

(b) It has taken all corporate action necessary to authorize
the execution, delivery and performance by it of this Agreement.

(c) Neither the execution nor the delivery by it of this
Agreement, nor the consummation by it of the transactions contemplated
hereby nor compliance by it with any of the terms or provisions hereof
will contravene any Federal or Delaware law, governmental rule or
regulation governing the banking or trust powers of the Owner Trustee
or any judgment or order binding on it or any of its properties, or
constitute any default under its charter documents or by-laws or any
indenture, mortgage, contract, agreement or instrument to which it is
a party or by which any of its properties may be bound.

(d) The execution, delivery and performance by the Owner
Trustee of this Agreement shall not require the authorization, consent
or approval of, the giving of notice to, the filing or registration
with, or the taking of any other action in respect of, any
Governmental Authority or agency regulating the banking and trust
activities of banks or trust companies in the jurisdiction in which
the Owner Trust was formed.

(e) This Agreement has been duly executed and delivered by
the Owner Trustee and constitutes the legal, valid and binding
agreement of the Owner Trustee, enforceable in accordance with its
terms, except as enforceability may be limited by bankruptcy,

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<PAGE> 35
insolvency, reorganization, or other similar laws affecting the
enforcement of creditors' rights in general and by general principles
of equity, regardless of whether such enforceability is considered in
a proceeding in equity or at law.

8.4 Reliance; Advice of Counsel. (a) The Owner Trustee shall incur
no liability to anyone in acting upon any signature, instrument, notice,
resolution, request, consent, order, certificate, report, opinion, bond, or
other document or paper reasonably believed by it to be genuine and reasonably
believed by it to be signed by the proper party or parties. The Owner Trustee
may accept a certified copy of a resolution of the board of directors or other
governing body of any corporate party as conclusive evidence that such
resolution has been duly adopted by such body and that the same is in full
force and effect. As to any fact or matter the method of the determination of
which is not specifically prescribed herein, the Owner Trustee may for all
purposes hereof rely on a certificate, signed by the president or any vice
president or by the treasurer or other authorized officers of the relevant
party, as to such fact or matter and such certificate shall constitute full
protection to the Owner Trustee for any action taken or omitted to be taken by
it in good faith in reliance thereon.

(b) In the exercise or administration of the trusts hereunder and in
the performance of its duties and obligations under this Agreement or the other
Basic Documents, the Owner Trustee (i) may act directly or through its agents
or attorneys pursuant to agreements entered into with any of them, and the
Owner Trustee shall not be liable for the conduct or misconduct of such agents
or attorneys if such agents or attorneys shall have been selected by the Owner
Trustee with reasonable care, and (ii) may consult with counsel, accountants
and other skilled persons to be selected with reasonable care and employed by
it. The Owner Trustee shall not be liable for anything done, suffered or
omitted in good faith by it in accordance with the written opinion or advice of
any such counsel, accountants or other such persons and not contrary to this
Agreement or any other Basic Document.

8.5 Not Acting in Individual Capacity. Except as provided in this
Section 8, in accepting the trusts hereby created Chemical Bank Delaware acts
solely as Owner Trustee hereunder and not in its individual capacity and all
Persons having any claim against the Owner Trustee by reason of the
transactions contemplated by this Agreement or any other Basic Document shall
look only to the Trust Estate for payment or satisfaction thereof.

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8.6 Owner Trustee May Own Trust Certificates or Commercial Paper
Notes. The Owner Trustee in its individual or any other capacity may become a
Lender or the owner or pledgee of Trust Certificates or Commercial Paper Notes
and may deal with the Depositor, the Administrator, the Trust, the Collateral
Trustee, the Trust Servicer and the Trip Servicer in banking transactions with
the same rights as it would have if it were not Owner Trustee.

SECTION 9. COMPENSATION OF OWNER TRUSTEE

9.1 Owner Trustee's Fees and Expenses. The Owner Trustee shall
receive from the Administrator as compensation for its services hereunder such
fees as have been separately agreed upon before the date hereof between the
Administrator and the Owner Trustee, and the Owner Trustee shall be entitled to
be reimbursed by the Administrator for its other reasonable expenses hereunder,
including the reasonable compensation, expenses and disbursements of such
agents, representatives, experts and counsel as the Owner Trustee may employ in
connection with the exercise and performance of its rights and its duties
hereunder. Subject to the terms agreed to between the Administrator and the
Owner Trustee, the Administrator will also pay or reimburse the Owner Trustee
and the Trust for all its reasonable out-of-pocket costs and expenses incurred
in connection with the preparation and development of this Agreement and the
other Basic Documents, and the consummation of the transactions contemplated
hereby or thereby. The Administrator shall pay the amounts provided for in
this subsection 9.1 pursuant to subsection 2.5(c) of the Administration
Agreement.

9.2 Indemnification. The Owner Trustee shall be entitled to the
indemnification by the Administrator provided for in subsection 2.5(c) of the
Administration Agreement. The indemnities contained in this subsection 9.2
shall survive the resignation or removal of the Owner Trustee and the
termination of this Agreement.

9.3 Payments to the Owner Trustee. Any amounts paid to the Owner
Trustee pursuant to this Section 9 shall be deemed not to be a part of the
Trust Estate immediately after such payment.

SECTION 10. TERMINATION OF TRUST AGREEMENT

10.1 Termination of Trust Agreement. (a) This Agreement (other than
Section 9) and the Trust shall terminate and be of no further force or effect,
(i) upon the

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final distribution by the Owner Trustee of all moneys or other property or
proceeds of the Trust Estate in accordance with the terms of Section 5 and the
other Basic Documents or (ii) at the time provided in subsection 10.2. The
bankruptcy, liquidation, dissolution, death or incapacity of any
Certificateholder, other than the Depositor as described in subsection 10.2,
shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle
such Certificateholder's legal representatives or heirs to claim an accounting
or to take any action or proceeding in any court for a partition or winding up
of all or any part of the Trust or Trust Estate nor (z) otherwise affect the
rights, obligations and liabilities of the parties hereto.

(b) After issuance of the Certificates pursuant to subsection 3.3,
except as provided in subsection 10.1(a), neither the Depositor nor any
Certificateholder shall be entitled to revoke or terminate the Trust.

(c) Notice of any termination of the Trust, specifying the
Settlement Date upon which the Certificateholders shall surrender their Trust
Certificates to the Owner Trustee for payment of the final distribution and
cancellation, shall be given promptly by the Owner Trustee by letter to
Certificateholders mailed within five Business Days of receipt of notice of
such termination from the Administrator given pursuant to subsection
2.5(c)(vii) of the Administration Agreement stating (i) the Settlement Date
upon which final payment of the Trust Certificates shall be made upon
presentation and surrender of the Trust Certificates at the office of the Owner
Trustee therein designated, (ii) the amount of any such final payment and (iii)
that the Record Date otherwise applicable to such Settlement Date is not
applicable, distributions being made only upon presentation and surrender of
the Trust Certificates at the office of the Owner Trustee therein specified.
The Owner Trustee shall give such notice to the Certificate Registrar (if other
than the Owner Trustee) at the time such notice is given to Certificateholders.
Upon presentation and surrender of the Trust Certificates, the Owner Trustee
shall cause to be distributed to Certificateholders amounts distributable on
such Settlement Date pursuant to Section 5.

(d) In the event that all of the Certificateholders shall not
surrender their Trust Certificates for cancellation within six months after the
date specified in the above mentioned written notice, the Owner Trustee shall
give a second written notice to the remaining Certificateholders to surrender
their Trust Certificates for cancellation and receive the final

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distribution with respect thereto. If within one year after the second notice
all the Trust Certificates shall not have been surrendered for cancellation,
the Owner Trustee may take appropriate steps, or may appoint an agent to take
appropriate steps, to contact the remaining Certificateholders concerning
surrender of their Trust Certificates, and the cost thereof shall be paid out
of the funds and other assets that shall remain subject to this Agreement. Any
funds remaining in the Trust after exhaustion of such remedies shall be deemed
property of the Depositor and distributed by the Owner Trustee to the
Depositor.

(e) Upon the winding up of the Trust and its termination, the
Owner Trustee shall cause the Certificate of Trust to be canceled by filing a
certificate of cancellation with the Secretary of State in accordance with the
provisions of Section 3810 of the Trust Statute.

10.2 Dissolution upon Bankruptcy of the Depositor. In the event that
an Insolvency Event shall occur with respect to the Depositor, the Trust shall
terminate, subject to the liquidation, winding-up and dissolution procedures
described below, and provided that the rights and obligations of the parties to
this Agreement shall not terminate during such liquidation, winding-up and
dissolution. Promptly after the occurrence of any Insolvency Event with
respect to the Depositor, (i) the Depositor shall give the Owner Trustee
written notice of such Insolvency Event and (ii) the Owner Trustee shall, upon
the receipt of such written notice from the Depositor, give prompt written
notice to the Administrative Agent and the Certificateholders of the occurrence
of such event; provided, however, that any failure to give a notice required
by this sentence shall not prevent or delay, in any manner, a termination of
the Trust pursuant to the first sentence of this subsection 10.2. Ninety days
after the date the Depositor gives the notice described in the preceding
sentence, unless, before the end of such 90-day period the Owner Trustee shall
have received written instructions from the Administrative Agent, acting on
behalf of the Majority Lenders, and the Certificateholders (other than the
Depositor) representing more than 50% of the Aggregate OTC Amount, to the
effect that the Majority Lenders and each such Certificateholder disapproves of
the liquidation of the Trust Estate and termination of the Trust and wishes to
reconstitute the Trust pursuant to terms corresponding to the terms of this
Agreement, the Owner Trustee shall direct the Collateral Trustee promptly to
sell the assets of the Trust (other than the Certificate Distribution Account)
in a commercially reasonable manner

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and on commercially reasonable terms. The proceeds of any such sale,
disposition or liquidation of the assets of the Trust shall be applied pursuant
to subsection 5.3(b) of the Collateral Trust Agreement.

SECTION 11. SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

11.1 Eligibility Requirements for Owner Trustee. The Owner Trustee
shall at all times be (a) a corporation satisfying the provisions of Section
3807(a) of the Trust Statute; (b) authorized to exercise corporate trust
powers; (c) having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by Federal or state authorities; and (d)
having (or having a parent which has) a rating of at least BBB- by S&P and Baa3
by Moody's. If such corporation shall publish reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising
or examining authority, then for the purpose of this subsection 11.1, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Owner Trustee shall cease to be
eligible in accordance with the provisions of this subsection 11.1, the Owner
Trustee shall resign immediately in the manner and with the effect specified in
subsection 11.2.

11.2 Resignation or Removal of Owner Trustee. (a) Subject to
subsection 11.2(c), the Owner Trustee may at any time resign and be discharged
from the trusts hereby created by giving 30 days' prior written notice thereof
to the Administrator and the Certificateholders. Upon receiving such notice of
resignation, the Administrator shall promptly appoint a successor Owner Trustee
by written instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Owner Trustee and one copy to the successor Owner
Trustee. If no successor Owner Trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Owner Trustee may petition any court of competent
jurisdiction for the appointment of a successor Owner Trustee.

(b) Subject to subsection 11.2(c), if at any time the Owner Trustee
shall cease to be eligible in accordance with the provisions of subsection 11.1
and shall fail to resign after written request therefor by the Administrator,
or if at any time the Owner Trustee shall be legally unable to act, or shall be
adjudged bankrupt or insolvent, or a

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receiver of the Owner Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Owner Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Administrator may remove the Owner Trustee. If the
Administrator shall remove the Owner Trustee under the authority of the
immediately preceding sentence, the Administrator shall promptly appoint a
successor Owner Trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the outgoing Owner Trustee so removed and one
copy to the successor Owner Trustee and payment of all fees owed to the
outgoing Owner Trustee.

(c) Any resignation or removal of the Owner Trustee and appointment of
a successor Owner Trustee pursuant to any of the provisions of this subsection
11.2 shall not become effective until acceptance of appointment by the
successor Owner Trustee pursuant to subsection 11.3 and payment of all fees and
expenses owed to the outgoing Owner Trustee. The Administrator shall provide
notice of such resignation or removal of the Owner Trustee to each of the
Rating Agencies, the Administrative Agent and each Certificateholder.

11.3 Successor Owner Trustee. (a) Any successor Owner Trustee
appointed pursuant to subsection 11.2 shall execute, acknowledge and deliver to
the Administrator and to its predecessor Owner Trustee an instrument accepting
such appointment under this Agreement, and thereupon the resignation or removal
of the predecessor Owner Trustee shall become effective and such successor
Owner Trustee, without any further act, deed or conveyance, shall become fully
vested with all the rights, powers, duties, and obligations of its predecessor
under this Agreement, with like effect as if originally named as Owner Trustee.
The predecessor Owner Trustee shall upon payment of its fees and expenses
deliver to the successor Owner Trustee all documents and statements and monies
held by it under this Agreement; and the Administrator and the predecessor
Owner Trustee shall execute and deliver such instruments and do such other
things as may reasonably be required for fully and certainly vesting and
confirming in the successor Owner Trustee all such rights, powers, duties, and
obligations.

(b) No successor Owner Trustee shall accept appointment as provided in
this Section unless at the time of such acceptance such successor Owner Trustee
shall be eligible pursuant to subsection 11.1.

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(c) Upon acceptance of appointment by a successor Owner Trustee
pursuant to this subsection 11.3, the Administrator shall mail notice of the
successor of such Owner Trustee to all Certificateholders, the Administrative
Agent and the Rating Agencies. If the Administrator shall fail to mail such
notice within 10 days after acceptance of appointment by the successor Owner
Trustee, the successor Owner Trustee shall cause such notice to be mailed at
the expense of the Administrator.

11.4 Merger or Consolidation of Owner Trustee. Any Person into which
the Owner Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Owner Trustee shall be a party, or any Person
succeeding to all or substantially all of the corporate trust business of the
Owner Trustee, shall be the successor of the Owner Trustee hereunder, provided
such Person shall be eligible pursuant to subsection 11.1, without the
execution or filing of any instrument or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding; provided
further that the Owner Trustee shall mail notice of such merger, consolidation
or other succession to the Administrator and the Rating Agencies.

11.5 Appointment of Co-Owner Trustee or Separate Owner Trustee. (a)
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Estate may at the time be located, the Administrator and the Owner
Trustee acting jointly shall have the power and shall execute and deliver all
instruments to appoint one or more Persons approved by the Owner Trustee to act
as co-trustee, jointly with the Owner Trustee, or separate trustee or separate
trustees, of all or any part of the Trust Estate, and to vest in such Person,
in such capacity, such title to the Trust Estate, or any part thereof, and,
subject to the other provisions of this subsection, such powers, duties,
obligations, rights and trusts as the Administrator and the Owner Trustee may
consider necessary or desirable. If the Administrator shall not have joined in
such appointment within 15 days after the receipt by it of a request so to do,
the Owner Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee under this Agreement shall be required to meet
the terms of eligibility as a successor trustee pursuant to subsection 11.1 and
no notice of the appointment of any co-trustee or separate trustee shall be
required pursuant to subsection 11.3.

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(b) Each separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

(i) all rights, powers, duties, and obligations conferred
or imposed upon the Owner Trustee shall be conferred upon and
exercised or performed by the Owner Trustee and such separate trustee
or co-trustee jointly (it being understood that such separate trustee
or co-trustee is not authorized to act separately without the Owner
Trustee joining in such act), except to the extent that under any law
of any jurisdiction in which any particular act or acts are to be
performed, the Owner Trustee shall be incompetent or unqualified to
perform such act or acts, in which event such rights, powers, duties,
and obligations (including the holding of title to the Trust or any
portion thereof in any such jurisdiction) shall be exercised and
performed singly by such separate trustee or co- trustee, solely at
the direction of the Owner Trustee;

(ii) no trustee under this Agreement shall be personally
liable by reason of any act or omission of any other trustee under
this Agreement; and

(iii) the Administrator and the Owner Trustee acting
jointly may at any time accept the resignation of or remove any
separate trustee or co-trustee.

(c) Any notice, request or other writing given to the Owner Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Section 11. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Owner Trustee or separately, as may be provided therein, subject to all the
provisions of this Agreement, specifically including every provision of this
Agreement relating to the conduct of, affecting the liability of, or affording
protection to, the Owner Trustee. Each such instrument shall be filed with the
Owner Trustee and a copy thereof given to the Administrator.

(d) Any separate trustee or co-trustee may at any time appoint the
Owner Trustee as its agent or attorney-in-fact with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect
of this Agreement on its behalf and in its name. If any

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separate trustee or co-trustee shall die, become incapable of acting, resign or
be removed, all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Owner Trustee, to the extent permitted by law,
without the appointment of a new or successor trustee.

11.6 Confidentiality. The Owner Trustee agrees to keep confidential
all non-public information provided to it pursuant to the Basic Documents;
provided that nothing herein shall prevent the Owner Trustee from disclosing
any such information (i) to its Affiliates, employees, directors, agents,
attorneys, accountants and other professional advisors in connection with the
transactions contemplated by the Basic Documents, (ii) upon the request or
demand of any Governmental Authority having jurisdiction over the Owner
Trustee, (iii) in response to any order of any court or other Governmental
Authority or as may otherwise be required pursuant to any Requirement of Law,
(iv) which has been publicly disclosed other than in breach of this Agreement,
or (v) in connection with the exercise of any remedy hereunder.

SECTION 12. MISCELLANEOUS

12.1 Supplements and Amendments. (a) Subject to subsections 7.7(b)
and 10.1(b) of the Liquidity Agreement, this Agreement and the other Basic
Documents may be amended by the Depositor and the Owner Trustee acting
together, with prior written notice to the Rating Agencies, without the consent
of any of the Certificateholders, (i) to cure any ambiguity, (ii) to correct or
supplement any provisions therein that may be defective or inconsistent with
any other such provisions, (iii) to add to the covenants, restrictions or
obligations of the Owner Trustee, the Collateral Trustee, the Borrower, the
Administrator, the Administrative Agent, the Lenders or the Depositor, (iv) to
add or supplement any credit or liquidity enhancement or (v) to add any
provisions to or to change in any manner or to eliminate any of the provisions
therein or to modify in any manner the rights of the Certificateholders;
provided, however, that, with respect to clause (v), such action shall not, as
evidenced by an Opinion of Counsel, adversely affect in any material respect
the interests of any Certificateholder.

(b) Subject to subsections 7.7(b) and 10.1(b) of the Liquidity
Agreement, this Agreement and the other Basic Documents may also be amended
from time to time by the Depositor and the Owner Trustee acting together, with
prior written notice to the Rating Agencies, with the consent of
Certificateholders holding Certificates evidencing not less

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than a majority of the Aggregate OTC Amount, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions
thereof or of modifying in any manner the rights of the Certificateholders;
provided, however, that no such amendment shall (a) increase or reduce in any
manner the amount of, or accelerate or delay the timing of, distributions that
shall be required to be made pursuant to this Agreement for the benefit of the
Certificateholders or (b) reduce the aforesaid percentage of the outstanding
amount of the Aggregate OTC Amount required to consent to any such amendment,
without the consent of all Certificateholders.

(c) Promptly after the execution of any such amendment or consent, the
Owner Trustee shall furnish written notification of the substance of such
amendment or consent to each Certificateholder.

(d) It shall not be necessary for the consent of Certificateholders
pursuant to this subsection 12.1 to approve the particular form of any proposed
amendment or consent, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents (and any other
consents of Certificateholders provided for in this Agreement or in any other
Basic Document) and of evidencing the authorization of the execution thereof by
Certificateholders shall be subject to such reasonable requirements as the
Owner Trustee may prescribe.

(e) Promptly after the Owner Trustee's execution of any amendment to
the Certificate of Trust, the Owner Trustee shall cause the filing of such
Certificate of Amendment with the Secretary of State of Delaware.

(f) Prior to the execution of any amendment to this Agreement, any
other Basic Document or the Certificate of Trust, the Owner Trustee shall be
entitled to receive and rely upon an Opinion of Counsel stating that the
execution of such amendment is authorized or permitted by this Agreement and
the other Basic Documents and that all conditions precedent to the execution
and delivery of such amendment have been satisfied. The Owner Trustee may, but
shall not be obligated to, enter into any such amendment which affects the
Owner Trustee's own rights, duties or immunities under this Agreement or
otherwise.

(g) No amendment to any provision of this Agreement shall be made
without a written confirmation by each of the Rating Agencies that such
amendment will not

43
<PAGE> 45
result in a withdrawal or downgrade of the ratings on the outstanding Trust
Certificates and Commercial Paper Notes.

12.2 Amendments to Other Basic Documents. No amendment to, or waiver
of, any provision of any Basic Document shall be made or requested unless the
Administrator shall have obtained and provided to the Owner Trustee written
confirmation from each of the Rating Agencies that such amendment or waiver
will not result in a withdrawal or downgrade of the ratings on the outstanding
Trust Certificates.

12.3 No Legal Title to Trust Estate in Owners. The Certificateholders
shall not have legal title to any part of the Trust Estate. The
Certificateholders shall be entitled to receive distributions with respect to
their undivided ownership interest therein only in accordance with Sections 5
and 10. No transfer, by operation of law or otherwise, of any right, title, or
interest of the Certificateholders to and in their ownership interest in the
Trust Estate shall operate to terminate this Agreement or the trusts hereunder
or entitle any transferee to an accounting or to the transfer to it of legal
title to any part of the Trust Estate.

12.4 Limitations on Rights of Others. Except for subsection 2.7, the
provisions of this Agreement are solely for the benefit of the Owner Trustee,
the Depositor, the Certificateholders and the Administrator and nothing in this
Agreement (other than subsection 2.7), whether express or implied, shall be
construed to give to any other Person any legal or equitable right, remedy or
claim in the Trust Estate or under or in respect of this Agreement or any
covenants, conditions or provisions contained herein.

12.5 Notices. (a) Unless otherwise expressly specified or permitted
by the terms hereof, all notices shall be in writing and shall be deemed given
upon receipt by the intended recipient, one day after delivery by overnight
courier, or three Business Days after mailing if mailed by certified mail,
postage prepaid (except that notice to the Owner Trustee shall be deemed given
only upon actual receipt by the Owner Trustee), if: (i) to the Owner Trustee,
addressed to Chemical Bank Delaware, 1201 Market Street, Wilmington, Delaware
19801, Attention: Corporate Trustee Administration; (ii) the Depositor,
addressed to Truck Retail Instalment Paper Corp., c/o Navistar Financial
Corporation, 2850 West Golf Road, Rolling Meadows, Illinois 60008, Attention:
General Counsel; (iii) the Administrator, addressed to Navistar Financial
Corporation, 2850 West Golf Road, Rolling Meadows, Illinois 60008, Attention:
General

44
<PAGE> 46
Counsel; (iv) Moody's, addressed to: Moody's Investors Service, Inc., 99 Church
Street, New York, New York 10007, Attention: ABS Monitoring Department; (v)
S&P, addressed to Standard & Poor's Ratings Group, 26 Broadway, New York, New
York 10004, Attention: Asset Backed Surveillance Department; (vi) the
Administrative Agent, addressed to Chemical Bank, 145 East 45th Street, 29th
Floor, New York, New York 10017, Attention: Sandra Miklave; or as to each
party, at such other address as shall be designated by such party in a written
notice to each other party.

(b) Any notice required or permitted to be given to a
Certificateholder shall be given by first-class mail, postage prepaid, at the
address of such Certificateholder as shown in the Certificate Register. Any
notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice.

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

12.7 Separate Counterparts. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

12.8 Successors and Assigns. All covenants and agreements contained
herein shall be binding upon, and inure to the benefit of, the Depositor and
its successors, the Owner Trustee and its successors and each Certificateholder
and its successors and permitted assigns, all as herein provided. Any request,
notice, direction, consent, waiver or other instrument or action by a
Certificateholder shall bind the successors and assigns of such
Certificateholder.

12.9 Certificate Transfer Restrictions. (a) The Trust Certificates
may not be acquired by or for the account of (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 Code or (iii) any
entity whose underlying assets include "plan assets" (within the meaning
specified in Department of Labor Regulation Section 2510.3-101) by reason of a
plan's

45
<PAGE> 47
investment in the entity (each, a "Benefit Plan"), unless the Benefit Plan
acquiring a Trust Certificate has available to it an exemption from the
prohibited transaction rules under Section 406 of ERISA and Section 4975 of
the Code which exemption is applicable to the purchase and holding of the Trust
Certificates. Unless such an exemption is available, by accepting and holding
a Trust Certificate, the Certificateholder thereof shall be deemed to have
represented and warranted that it is not a Benefit Plan and, if requested to do
so in writing by the Depositor (with a copy to the Owner Trustee), the
Certificateholder shall execute and deliver to the Owner Trustee a Purchaser's
Letter.

(b) Within the three-year period following the issuance of any Trust
Certificate, the Certificate Registrar shall not be obligated to accept such
Trust Certificate for registration of transfer except (i) pursuant to an
effective registration statement under the Securities Act or (ii) pursuant to
an exemption from the registration requirements of the Securities Act, provided
that in such case the proposed transferee shall have furnished to the
Depositor, the Administrator and the Owner Trustee (A) if such transfer is to
be made in reliance on Rule 144A promulgated under the Securities Act, a
Purchaser's Letter substantially in the form of Exhibit C signed by the
proposed transferee or (B) if the transfer is to be made in reliance upon any
other exemption from such registration requirements, (1) a Purchaser's Letter
substantially in the form of Exhibit D, signed by the transferor and the
proposed transferee and (2) an Opinion of Counsel in form and substance
satisfactory to the Owner Trustee. The Trust Certificates are also subject to
the minimum denomination specified in subsection 3.2. The Certificates may be
subject to further transfer restrictions contained in the applicable
Certificate Purchase Agreement.

(c) The Owner Trustee, on behalf of the Trust, shall, upon the request
of any Certificateholder, make publicly available such information as the
Administrator advises it is reasonably necessary to permit sales of the Trust
Certificates pursuant to Rule 144 or 144A under the Securities Act; provided
that nothing herein shall require the Owner Trustee to make available any
information in regard to the Owner Trustee or the Administrator, in its
capacity as such or as Servicer or in its individual capacity, that is not
already publicly available.

12.10 No Petition. The Owner Trustee on behalf of the Trust, by
entering into this Agreement and each Certificateholder, by accepting a Trust
Certificate, hereby covenant and agree that they will not, prior to the date

46
<PAGE> 48
which is one year and one day after the termination of this Agreement (as
described in Section 10.1), institute against the Depositor, or join in any
institution against the Depositor of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any United States Federal or state bankruptcy or similar law.

12.11 No Recourse. Each Certificateholder by accepting a Trust
Certificate acknowledges that such Certificateholder's Trust Certificates
represent beneficial interests in the Trust only and do not represent interests
in or obligations of the Depositor, the Administrator, the Owner Trustee or any
Affiliate thereof and no recourse may be had against such parties or their
assets, except as may be expressly set forth or contemplated in this Agreement,
the Trust Certificates or the other Basic Documents.

12.12 Headings. The headings of the various Sections and subsections
herein are for convenience of reference only and shall not define or limit any
of the terms or provisions hereof.

12.13 WAIVER OF JURY TRIAL. THE PARTIES TO THIS AGREEMENT HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM HEREIN.

12.14 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF
LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

12.15 Administrator. The Administrator is authorized to execute on
behalf of the Trust all such documents, reports, filings, instruments,
certificates and opinions as it shall be the duty of the Trust to prepare, file
or deliver pursuant to the Basic Documents. Upon written request, the Owner
Trustee shall execute and deliver to the Administrator a power of attorney
appointing the Administrator its agent and attorney-in-fact to execute all such
documents, reports, filings, instruments, certificates and opinions.

12.16 Available Information. The Owner Trustee shall hold all
Schedules of Retail Receivables, all Schedules of Lease Receivables and a
schedule identifying all Trip Receivables and a schedule identifying all Trust
Receivables and a copy of the Receivables Purchase

47
<PAGE> 49
Agreement, the Lease Receivables Purchase Agreement, the Receivables Purchase
Agreement, the Collateral Trust Agreement and the Financing Loan and Security
Agreement for examination by interested parties during normal business hours at
its Corporate Trust Office.

48
<PAGE> 50
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed by their respective officers hereunto duly authorized, as
of the day and year first above written.

CHEMICAL BANK DELAWARE

By: /s/ John Cashin
-----------------------------------
Name: John Cashin
Title: Senior Trust Officer

TRUCK RETAIL INSTALMENT PAPER CORP.

By: /s/ R.W. Cain
-----------------------------------
Name: R.W. Cain
Title: Vice President and Treasurer

<PAGE> 51

EXHIBIT A-1
to Trust Agreement

NFC ASSET TRUST

TRUST CERTIFICATE

No. R-2
$___________

THIS TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). NEITHER THIS TRUST CERTIFICATE
NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE ACT.

THIS TRUST CERTIFICATE IS NOT PERMITTED TO BE TRANSFERRED,
ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH
THE TERMS OF THE TRUST AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF
(i) AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")), THAT IS SUBJECT
TO THE PROVISIONS OF TITLE I OF ERISA, (ii) A PLAN DESCRIBED IN SECTION
4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(iii) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS (WITHIN THE
MEANING SPECIFIED IN DEPARTMENT OF LABOR REGULATIONS SECTION 2510.3-101) BY
REASON OF A PLAN'S INVESTMENT IN THE ENTITY (EACH, A "BENEFIT PLAN") UNLESS THE
BENEFIT PLAN ACQUIRING THIS CERTIFICATE HAS AVAILABLE TO IT AN EXEMPTION FROM
THE PROHIBITED TRANSACTION RULES UNDER SECTION 406(a) OF ERISA AND SECTION 4975
OF THE CODE AND SUCH EXEMPTION IS APPLICABLE TO THE PURCHASE AND HOLDING OF
THIS CERTIFICATE. UNLESS SUCH AN EXEMPTION IS AVAILABLE, BY ACCEPTING AND
HOLDING THIS CERTIFICATE, THE CERTIFICATEHOLDER HEREOF SHALL BE DEEMED TO HAVE
REPRESENTED AND WARRANTED THAT IT IS NOT A BENEFIT PLAN.

[PURSUANT TO THE TRUST AGREEMENT, TRUCK RETAIL INSTALMENT
PAPER CORP. ("Trip") SHALL RETAIN BENEFICIAL AND RECORD OWNERSHIP OF
CERTIFICATES REPRESENTING AT LEAST 1% OF THE AGGREGATE OTC AMOUNT, AND ANY
ATTEMPTED TRANSFER OF THIS CERTIFICATE THAT REDUCES THE BENEFICIAL AND RECORD
INTEREST OF TRIP TO BELOW 1% OF THE AGGREGATE OTC AMOUNT SHALL BE VOID.
NOTWITHSTANDING THE FOREGOING, TRIP MAY PLEDGE THIS TRUST CERTIFICATE TO NFC
PURSUANT TO THE INTERCOMPANY AGREEMENT.]

This TRUST CERTIFICATE evidences a fractional undivided
interest, in an initial certificate balance of ___________ DOLLARS ($_______)
(as such amount may be reduced from time to time in accordance with the Trust
Agreement, as defined below) in

<PAGE> 1
EXHIBIT 4.7
EXHIBIT G TO THE
LIQUIDITY AGREEMENT

SERVICING AGREEMENT

BETWEEN

NAVISTAR FINANCIAL CORPORATION

SERVICER

AND

TRUCK RETAIL INSTALMENT PAPER CORP.

DATED AS OF NOVEMBER 7, 1994
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ARTICLE I
DEFINITIONS . . . . . . . . . . . . . . . . . . . . 1

SECTION 1.01 Certain Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.02 Other Definitional Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II
ADMINISTRATION AND SERVICING OF TRIP RECEIVABLES . . . . . . . . . . . 2

SECTION 2.01. Duties of the Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 2.02. Collection of Receivables Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 2.03. Realization Upon Liquidating Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 2.04. Maintenance of Insurance Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 2.05. Maintenance of Interests in Vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 2.06. Covenants of the Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 2.07. Purchase of Receivables Upon Breach of Covenant . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 2.08. Servicing Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.09. Servicer Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.10. Deposits to Collateral Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE III
SERVICER'S COVENANTS;
STATEMENTS AND REPORTS . . . . . . . . . . . . . . . . . 7

SECTION 3.01. Annual Statement as to Compliance; Notice of Servicer Default . . . . . . . . . . . . . . . . . . . . 7
SECTION 3.02. Annual Accountants' Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 3.03. Monthly Program Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 3.04. Access to Certain Documentation and Information Regarding Receivables . . . . . . . . . . . . . . . 8
SECTION 3.05. Amendments to Schedules of Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 3.06. Maintenance of Systems and Receivables Lists . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE IV
THE CUSTODIAN . . . . . . . . . . . . . . . . . . . . 9

SECTION 4.01. Custody of Trip Receivable Files . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 4.02. Duties of Servicer as Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 4.03. Custodian's Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 4.04. Effective Period and Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
ARTICLE V
REPRESENTATIONS AND WARRANTIES
OF THE SERVICER . . . . . . . . . . . . . . . . . . . 12

SECTION 5.01. Representations and Warranties of the Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE VI
THE SERVICER . . . . . . . . . . . . . . . . . . . . 13

SECTION 6.01. Merger or Consolidation of, or Assumption of the Obligations of, the Servicer . . . . . . . . . . . . 13
SECTION 6.02. Limitation on Liability of Servicer and Others . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 6.03. Delegation of Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 6.04. Servicer Not to Resign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE VII
DEFAULT . . . . . . . . . . . . . . . . . . . . . 15

SECTION 7.01. Trip Servicer Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 7.02. Consequences of a Trip Servicer Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 7.03. Collateral Trustee to Act; Appointment of Successor . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 7.04. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE VIII
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . 18

SECTION 8.01. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 8.02. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 8.03. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 8.04. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 8.05. Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 8.06. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 8.07. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 8.08. Headings and Cross-References . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 8.09. No Petition Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
</TABLE>

- ii -
<PAGE> 4

SERVICING AGREEMENT

THIS SERVICING AGREEMENT (this "Agreement") is made as of November 7, 1994 by
and between NAVISTAR FINANCIAL CORPORATION, a Delaware corporation ("NFC" and,
in its capacity as Servicer hereunder, the "Servicer"), and TRUCK RETAIL
INSTALMENT PAPER CORP., a Delaware corporation ("Trip").

R E C I T A L S:

Trip and NFC Asset Trust, a Delaware business trust (the "Trust"), are
parties to the Financing Loan and Security Agreement, pursuant to which from
time to time the Trust will lend, and Trip will borrow, funds to enable Trip to
finance purchases of Trip Receivables. Trip's obligations under the Financing
Loan and Security Agreement will be secured by the Trip Collateral from time to
time owned by Trip.

The Servicer desires to perform the servicing obligations set forth herein
relating to the Trip Receivables securing Trip's obligations under the
Financing Loan and Security Agreement for and in consideration of the fees and
other benefits set forth in this Agreement.

Trip and the Servicer wish to set forth the terms and conditions upon which
the Trip Receivables are to be serviced by the Servicer.

NOW, THEREFORE, in consideration of the foregoing, the other good and
valuable consideration and the mutual terms and covenants contained herein, the
parties hereto agree as follows:

ARTICLE I
DEFINITIONS

SECTION 1.01 Certain Defined Terms. Capitalized terms used in the above
recitals and in this Agreement shall have the respective meanings assigned them
in Appendix A to the Liquidity Agreement dated as of the date hereof among the
Trust, certain financial institutions as lenders thereunder (the "Lenders") and
Chemical Bank, administrative agent for the Lenders, unless otherwise defined
herein.

SECTION 1.02 Other Definitional Provisions. (a) Unless otherwise specified
therein, all terms defined in this Agreement shall have the defined meanings
when used in the Basic Documents or any certificate or other document made or
delivered pursuant hereto or thereto.
<PAGE> 5
(b) As used herein and in the Basic Documents, and in any certificate or
other document made or delivered pursuant hereto, accounting terms not defined
in Section 1.01, and accounting terms partly defined in Section 1.01, to the
extent not defined, shall have the respective meanings given to them under
GAAP.

(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 are to this Agreement unless otherwise specified.

(d) The meanings given to terms defined herein shall be equally applicable
to both the singular and plural forms of such terms.

ARTICLE II
ADMINISTRATION AND SERVICING OF TRIP RECEIVABLES

SECTION 2.01. Duties of the Servicer. The Servicer is hereby appointed and
authorized to act as agent for Trip with respect to servicing the Trip
Receivables and in such capacity shall manage, service, administer and make
collections on the Trip Receivables with reasonable care, using that degree of
skill and attention that the Servicer exercises with respect to comparable
medium and heavy duty truck, bus and trailer receivables that it services for
itself or others. The Servicer hereby accepts such appointment and
authorization and agrees to perform the duties of Servicer with respect to the
Trip Receivables set forth herein. The Servicer's duties shall include
collection and posting of all payments, responding to inquiries of Obligors on
the Trip Receivables, investigating delinquencies, sending payment coupons to
Obligors, reporting tax information to Obligors, policing the collateral
securing the Trip Receivables, accounting for collections with respect thereto
and performing the other duties specified herein. Subject to the provisions of
Section 2.02, the Servicer shall follow its customary standards, policies and
procedures and shall have full power and authority, acting alone, to do any and
all things in connection with such managing, servicing, administration and
collection that it may deem necessary or desirable.

Without limiting the generality of the foregoing, the Servicer is hereby
authorized and empowered by Trip, the Trust and the Collateral Trustee
(collectively, the "Interested Parties"), pursuant to this Section 2.01, to
execute and deliver any and all instruments of satisfaction or cancellation, or
of partial or full release or discharge, and all other comparable instruments,
with respect to the Trip Receivables and the related Vehicles. The Servicer is
hereby authorized to commence in the name of Trip or, to the extent necessary,
in its own name, a legal proceeding to enforce a Liquidating Receivable as

-2-
<PAGE> 6
contemplated by Section 2.03, and to commence or participate in any legal
proceeding (including a bankruptcy proceeding) relating to or involving a Trip
Receivable (including a Liquidating Receivable). If the Servicer commences or
participates in any such legal proceeding in its own name, the Interested
Parties shall thereupon be deemed to have automatically assigned such Trip
Receivable to the Servicer solely for purposes of commencing and participating
in any such proceeding as a party or claimant, and the Servicer is hereby
authorized and empowered by the Interested Parties to execute and deliver in
the Servicer's name any notices, demands, claims, complaints, responses,
affidavits or other documents or instruments in connection with any such
proceeding. If in any proceeding it is held that the Servicer may not enforce
a Trip Receivable on the ground that it is not a real party in interest or a
holder entitled to enforce the Trip Receivable, each of the Interested Parties
shall, at the Servicer's expense, take such reasonable steps as the Servicer
reasonably deems necessary to enforce the Trip Receivable, including bringing
suit in the name of such Person. The Interested Parties, upon the written
request of the Servicer, shall furnish the Servicer with any powers of attorney
and other documents and take any other steps which the Servicer may reasonably
deem necessary or appropriate to enable the Servicer to carry out its servicing
and administrative duties under this Agreement and the other Basic Documents.
Except to the extent required by the preceding three sentences, the authority
and rights granted to the Servicer in this Section 2.01 shall be nonexclusive
and shall not be construed to be in derogation of any equivalent authority and
rights of the Interested Parties.

SECTION 2.02. Collection of Receivables Payments. The Servicer shall make
reasonable efforts to collect all payments called for under the terms and
provisions of the Trip Receivables as and when the same shall become due, and
shall follow such collection practices, policies and procedures as it follows
with respect to comparable medium and heavy duty truck, bus and trailer
receivables that it services for itself or others. Except as provided in
subsection 2.06(c), the Servicer is hereby authorized

to grant extensions, rebates or adjustments on a Trip Receivable without the
prior consent of the Interested Parties and to rewrite, in the ordinary course
of its business, a Receivable to reflect the full or partial prepayment of a
Trip Receivable with respect to any related Vehicle without the prior consent
of the Interested Parties. The Servicer is authorized in its discretion to
waive any prepayment charge, late payment charge or any other fees that may be
collected in the ordinary course of servicing such Trip Receivable. The
Servicer shall allocate payments on Trip Receivables between principal and
interest in accordance with the customary servicing procedures it follows with
respect to all comparable medium and heavy duty truck, bus and trailer
receivables that it services for itself or others.

-3-
<PAGE> 7
SECTION 2.03. Realization Upon Liquidating Receivables. The Servicer shall
use reasonable efforts, consistent with its customary servicing procedures, to
repossess or otherwise comparably convert the ownership of each Vehicle that it
has reasonably determined should be repossessed or otherwise converted
following a default under the Trip Receivable secured by or relating to each
such Vehicle. The Servicer is authorized to follow such practices, policies
and procedures as it shall deem necessary or advisable and as shall be
customary and usual in its servicing of medium and heavy duty truck, bus and
trailer receivables that it services for itself or others, which practices,
policies and procedures may include reasonable efforts to realize upon or
obtain benefits of any lease assignments, proceeds from any Dealer Liability,
proceeds from any NITC Purchase Obligations, proceeds from any Insurance
Policies and proceeds from any Guaranties, in each case with respect to the
Trip Receivables, selling the related Vehicle or Vehicles at public or private
sale or sales and other actions by the Servicer in order to realize upon any
Trip Receivable. The foregoing is subject to the provision that, in any case
in which the Vehicle shall have suffered damage, the Servicer shall not expend
funds in connection with any repair or towards the repossession of such Vehicle
unless it shall determine in its discretion that such repair or repossession
shall increase the proceeds of liquidation of the related Trip Receivable by an
amount greater than or equal to the amount of such expenses.

SECTION 2.04. Maintenance of Insurance Policies. The Servicer shall, in
accordance with its customary servicing procedures, require that each Obligor
shall have obtained physical damage insurance covering each Vehicle as of the
execution of the related Trip Receivable, unless the Servicer has in accordance
with its customary procedures permitted an Obligor to self-insure the Vehicle
or Vehicles securing or relating to such Trip Receivable. The Servicer shall,
in accordance with its customary servicing procedures, monitor such physical
damage insurance with respect to each Vehicle that secures or is related to
each Trip Receivable.

SECTION 2.05. Maintenance of Interests in Vehicles. The Servicer shall, in
accordance with its customary servicing procedures and at its own expense, take
such steps as are necessary to maintain perfection of the first priority
security interest created by a Trip Receivable that is a Retail Receivable in
the related Financed Vehicle or Financed Vehicles and of the first priority
security interest in the Leased Vehicle or Leased Vehicles related to any Trip
Receivable that is a Lease Receivable created under the Lease Receivables
Purchase Agreement. Trip hereby authorizes the Servicer to re-perfect such
security interests as necessary because of the relocation of a Vehicle or for
any other reason.

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SECTION 2.06. Covenants of the Servicer. The Servicer hereby covenants as
follows:

(a) except as contemplated in the Basic Documents, the Servicer shall not
release in whole or in part any Financed Vehicle from the security interest
securing, or any Leased Vehicle from the security interest created under the
Lease Receivables Purchase Agreement in respect of, the related Trip
Receivable;

(b) the Servicer shall do nothing to impair the rights of the Interested
Parties in and to the Trip Receivables; and

(c) the Servicer shall not amend or otherwise modify any Trip Receivable
such that the Annual Percentage Rate is decreased or such that the final
scheduled payment on such Trip Receivable will be due any later than the
earlier of (i) 73 months from the date of such amendment or modification and
(ii) one month prior to the Final Scheduled Maturity Date.

SECTION 2.07. Purchase of Receivables Upon Breach of Covenant. (a) Upon
discovery by the Servicer or a Responsible Officer of any of the Interested
Parties of a breach of any of the covenants set forth in Sections 2.05 and 2.06
with respect to any Trip Receivable, the party discovering such breach shall
give prompt written notice thereof to the others. As of the last day of the
Monthly Period during which such breach was discovered or notice of such breach
was received, the Servicer shall, unless it shall have cured such breach in all
material respects, purchase from Trip any Trip Receivable materially and
adversely affected by such breach and the Servicer shall pay the Administrative
Purchase Payment as described in Section 2.10. It is understood and agreed
that the obligation of the Servicer to purchase any Trip Receivable with
respect to which such a breach has occurred and is continuing shall, if such
obligation is fulfilled, constitute the sole remedy against the Servicer for
such breach available to any Interested Party. None of the Interested Parties
shall have any affirmative duty to conduct any investigation as to the
occurrence of any event requiring the repurchase of any Receivable pursuant to
this Section 2.07.

(b) Upon receipt of the Administrative Purchase Payment with respect to a
Trip Receivable which is an Administrative Receivable, the Interested Parties
shall each assign, without recourse, representation or warranty, to the
Servicer (and shall take such other actions as the Servicer may reasonably
request to perfect or confirm such assignment) all of such Interested Party's
right, title and interest in, to and under (i) such Administrative Receivable
and all monies due thereon, (ii) the security interests in, or title to, the
related Vehicle and, to the extent permitted by law, any accessions thereto
which are financed by NFC or NLC, (iii) benefits of any lease assignments with
respect to the Vehicles, (iv) proceeds from any Insurance

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Policies with respect to such Administrative Receivable, (v) proceeds from
Dealer Liability with respect to such Administrative Receivable, proceeds from
any NITC Purchase Obligations with respect to such Administrative Receivable
and proceeds from any Guaranties of such Administrative Receivable, (vi)
proceeds of the foregoing and (vii) the Retail Receivables Purchase Agreement
or Lease Receivables Purchase Agreement, as applicable, with respect to such
Administrative Receivable, such assignment being an assignment outright and not
for security. Upon the assignment of such Administrative Receivable described
in the preceding sentence, the Servicer shall own such Administrative
Receivable, and all such security and documents, free of any further
obligations to such Interested Party with respect thereto.

SECTION 2.09. Servicer Expenses. The Servicer shall be required to pay all
expenses incurred by it in connection with its activities hereunder, including
fees and disbursements of independent accountants, taxes imposed on the
Servicer and expenses incurred in connection with distributions and reports.

SECTION 2.10. Deposits to Collateral Account. The Servicer shall remit to
the Collateral Trustee for deposit to the Collateral Account all payments it
receives from or on behalf of the Obligors on or with respect to the Trip
Receivables within two Business Days after receipt thereof. The Servicer shall
remit to the Collateral Trustee for deposit (in immediately available funds) in
the Collateral Account the aggregate Administrative Purchase Payments with
respect to Administrative Receivables to be purchased as of the last day of any
Monthly Period on the immediately succeeding Settlement Date.

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ARTICLE III
SERVICER'S COVENANTS;
STATEMENTS AND REPORTS

SECTION 3.01. Annual Statement as to Compliance; Notice of Servicer Default.

(a) The Servicer shall deliver to Trip, the Administrative Agent (with
sufficient copies for each Lender), the Administrator, the Owner Trustee and
the Collateral Trustee, on or before February 1 of each year, beginning
February 1, 1996, an officer's certificate signed by the President or any Vice
President of the Servicer, dated as of the immediately preceding October 31,
stating that (i) a review of the activities of the Servicer during the
preceding 12-month period (or, with respect to the first such certificate, such
period as shall have elapsed from the Effective Date to the date of such
certificate) and of its performance under this Agreement has been made under
such officer's supervision, and (ii) to such officer's knowledge, based on such
review, the Servicer has fulfilled in all material respects all its obligations
under this Agreement throughout such period, or, if there has been a default in
the fulfillment of any such obligation, specifying each such default known to
such officer and the nature and status thereof.

(b) The Servicer shall deliver to Trip, the Owner Trustee, the Collateral
Trustee, the Administrative Agent and each Rating Agency, promptly after having
obtained knowledge thereof, but in no event later than five Business Days
thereafter, written notice of any event which with the giving of notice or
lapse of time, or both, would become a Servicer Default under Section 7.01.

SECTION 3.02. Annual Accountants' Report. The Servicer shall cause a firm
of independent accountants, who may also render other services to the Servicer
or Trip, to deliver to Trip, the Owner Trustee, the Collateral Trustee, the
Administrative Agent (with sufficient copies for each Lender) and each Rating
Agency, as soon as available and in any event within 100 days after the end of
each fiscal year of the Servicer, beginning with the fiscal year ended October
31, 1995, with respect to such fiscal year (or, with respect to the first such
report, such period as shall have elapsed from the Effective Date to the date
of such certificate), a report (the "Accountants' Report") addressed to the
board of directors of the Servicer and to the Administrative Agent, to the
effect that such firm has audited the financial statements of the Servicer and
issued its report thereon and that such audit (i) was made in accordance with
generally accepted auditing standards, (ii) included tests relating to
Receivables serviced for others in accordance with the requirements of the
Uniform Single Audit Program for Mortgage Bankers (the "Program"), to the
extent the procedures in the Program are applicable to the servicing
obligations set forth in this Agreement and (iii) except as described in the
report,

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disclosed no exceptions or errors in the records relating to Receivables
serviced for others that, in the firm's opinion, paragraph four of the Program
requires such firm to report.

(b) The Accountants' Report shall also indicate that the firm is independent
of Trip and the Servicer within the meaning of the Code of Professional Ethics
of the American Institute of Certified Public Accountants.

SECTION 3.03. Monthly Program Statement. The Servicer will deliver to the
Administrator such accountings relating to the Trip Receivables and the actions
of the Servicer relating thereto, and will provide such other assistance as the
Administrator may reasonably request, to enable the Administrator to prepare
the Monthly Program Statement.

SECTION 3.04. Access to Certain Documentation and Information Regarding
Receivables. Subject to Section 10.17 of the Liquidity Agreement, the Servicer
shall provide to Trip, the Administrative Agent, each Lender, the
Administrator, the Owner Trustee and the Collateral Trustee reasonable access
to the Servicer's records regarding the Trip Receivables. In each case, such
access shall be afforded without charge but only upon reasonable request and
during normal business hours at offices of the Servicer designated by the
Servicer. Nothing in this Section 3.04 shall derogate from the obligation of
the Servicer to observe any applicable law prohibiting disclosure of
information regarding Obligors, and the failure of the Servicer to provide
access as provided in this Section 3.04 as a result of such obligation shall
not constitute a breach of this Section 3.04.

SECTION 3.05. Amendments to Schedules of Receivables. If the Servicer,
during a Monthly Period, assigns to a Trip Receivable an account number that
differs from the account number previously identifying such Receivable on the
Schedule of Receivables listing such Trip Receivable, the Servicer shall
deliver to Trip, the Administrative Agent, the Administrator, the Owner Trustee
and the Collateral Trustee on or before the Settlement Date related to such
Monthly Period an amendment to such Schedule of Receivables to report the newly
assigned account number. Each such amendment shall list all new account
numbers assigned to Trip Receivables during such Monthly Period and shall show
by cross reference the prior account numbers identifying such Trip Receivables
on the previously distributed Schedule of Receivables.

SECTION 3.06. Maintenance of Systems and Receivables Lists.

(a) The Servicer shall maintain accounts and records as to each Trip
Receivable in sufficient detail to permit (i) the reader thereof to know the
status of such Trip Receivable, including payments and recoveries made and
payments owing (and the nature of each) and extensions of any scheduled
payments made

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not less than 45 days prior thereto, and (ii) reconciliation between payments
or recoveries on (or with respect to) each Trip Receivable and the amounts from
time to time deposited in the Collateral Account in respect of such Trip
Receivable.

(b) The Servicer shall maintain its computer systems so that the Servicer's
master computer records (including any backup archives) that refer to any Trip
Receivable shall indicate clearly that the Trip Receivable is owned by Trip and
that such Trip Receivable has been pledged by Trip to the Trust (and by the
Trust to the Collateral Trustee). Indication of Trip's, the Trust's and the
Collateral Trustee's interest in a Trip Receivable shall be deleted from or
modified on the Servicer's computer systems when, and only when, the related
Trip Receivable shall have been paid in full, repurchased by NFC or NLC,
purchased by the Servicer or become a Liquidating Receivable, transferred to
the Trust pursuant to the Receivables Purchase Agreement or transferred
pursuant to Section 5.4 of the Financing Loan and Security Agreement.

(c) If at any time the Servicer shall propose to sell, grant a security
interest in, or otherwise transfer any interest in medium or heavy duty truck,
bus or trailer receivables to any prospective purchaser, lender or other
transferee, the Servicer shall give to such prospective purchaser, lender or
other transferee computer tapes, records or printouts (including any of those
restored from backup archives) that, if they refer in any manner whatsoever to
any Trip Receivable, indicate clearly that such Trip Receivable has been sold
and is owned by Trip and has been pledged to the Trust (and by the Trust to the
Collateral Trustee) unless such Trip Receivable has been paid in full or
repurchased by NFC or NLC, purchased by the Servicer, transferred to the Trust
pursuant to the Receivables Purchase Agreement or transferred pursuant to
Section 5.4 of the Financing Loan and Security Agreement.

(d) The Servicer shall furnish to the Administrator, on behalf of the Trust,
the Administrative Agent, on behalf of the Lenders, or the Collateral Trustee,
at any time upon request, a list of all Trip Receivables, together with a
reconciliation of such list to each Schedule of Receivables relating to Trip
Receivables and to each of the Servicer's reports furnished before such request
indicating transfers of Trip Receivables.

ARTICLE IV
THE CUSTODIAN

SECTION 4.01. Custody of Trip Receivable Files. To assure uniform quality
in servicing the Trip Receivables and to reduce administrative costs, Trip
hereby appoints the Servicer, and the Servicer hereby accepts such appointment,
to act as agent of Trip as custodian to maintain custody of the following
documents or

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instruments with respect to each Trip Receivable (as to each Trip Receivable,
the "Trip Receivable File"), which will be hereby constructively delivered to
the Trust and the Collateral Trustee:

(a) the fully executed original of the Retail Note, if such Trip Receivable
is a Retail Receivable, or the fully executed original of the Vehicle Lease, if
such Trip Receivable is a Lease Receivable;

(b) documents evidencing or related to any related Insurance Policy;

(c) if such Trip Receivable is a Retail Receivable, where permitted by law,
the original certificate of title (when received) and otherwise such documents,
if any that NFC keeps on file in accordance with its customary procedures
indicating that the Financed Vehicle is owned by the Obligor and subject to the
interest of NFC as first lienholder or secured party;

(d) if such Trip Receivable is a Lease Receivable, the original certificate
of title and such documents, if any that NLC keeps on file in accordance with
its customary procedures indicating that the Leased Vehicle is owned by NLC;
and

(e) any and all other documents that NFC or NLC, as applicable, keeps on
file in accordance with its customary procedures relating to the individual
Trip Receivable, Obligor or Vehicle.

SECTION 4.02. Duties of Servicer as Custodian. (a) The Servicer shall hold
the Trip Receivable Files for the benefit of Trip and maintain such accurate
and complete accounts, records and computer systems pertaining to each Trip
Receivable File as shall enable Trip to comply with its obligations under the
Basic Documents. In performing its duties as custodian the Servicer shall act
with reasonable care, using that degree of skill and attention that the
Servicer exercises with respect to the receivable files relating to comparable
medium and heavy duty truck, bus and trailer receivables that the Servicer
services and holds for itself or others. The Servicer shall conduct, or cause
to be conducted, periodic physical inspections of the Trip Receivable Files
held by it under this Agreement, and of the related accounts, records and
computer systems, in such manner as shall enable the Administrator, the
Administrative Agent, the Owner Trustee or the Collateral Trustee to verify the
accuracy of the Servicer's inventory and record keeping. The Servicer shall
promptly report to Trip, the Owner Trustee and the Administrative Agent any
failure on its part to hold the Trip Receivable Files and maintain its
accounts, records and computer systems as herein provided and promptly take
appropriate action to remedy any such failure.

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(b) The Servicer shall maintain each Trip Receivable File at its principal
office at Navistar Financial Corporation, 2850 West Golf Road, Rolling Meadows,
Illinois 60008, or at such other office of the Servicer as shall from time to
time be identified to Trip, the Owner Trustee, the Collateral Trustee and the
Administrative Agent upon 60 days prior written notice. Subject only to the
Custodian's security requirements applicable to its own employees having access
to similar records held by the Servicer and the limitations set forth in
Section 3.03 hereof and otherwise in the Basic Documents, the Servicer shall
permit Trip, the Owner Trustee, the Collateral Trustee, the Administrative
Agent, their duly authorized representatives, attorneys or auditors to inspect
the Trip Receivable Files and the related accounts, records and computer
systems maintained by the Servicer pursuant hereto at such times as such party
may reasonably request.

(c) In general, the Servicer shall attend to all nondiscretionary details in
connection with maintaining custody of the Trip Receivable Files. In addition
the Servicer shall assist Trip generally in the preparation of routine reports
to regulatory bodies to the extent necessitated by the Servicer's custody of
the Trip Receivable Files.

SECTION 4.03. Custodian's Indemnification. The Servicer as custodian shall
indemnify Trip, the Trust, the Lenders and the Collateral Trustee and each of
their officers, directors and agents for any and all liabilities, obligations,
losses, compensatory damages, payments, costs or expenses of any kind
whatsoever that may be imposed on, incurred by or asserted against Trip, the
Trust, the Lenders and the Collateral Trustee or any of their officers,
directors and agents as the result of any improper act or omission in any way
relating to the maintenance and custody by the Servicer as custodian of the
Trip Receivable Files; provided, however, that the Servicer shall not be liable
to the Trust for any portion of any such amount resulting from the willful
misfeasance, bad faith or negligence of the Owner Trustee or the Collateral
Trustee for any portion of any such amount resulting from the wilful
misfeasance, bad faith or negligence of the Collateral Trustee.

SECTION 4.04. Effective Period and Termination. The Servicer's appointment
as custodian with respect to a Trip Receivable File shall become effective as
of the related Retail Receivable Purchase Date or Lease Receivable Purchase
Date, as applicable, and shall continue in full force and effect until
terminated pursuant to this subsection 4.04. If the Servicer shall resign as
Servicer in accordance with the provisions of this Agreement or if all of the
rights and obligations of any Servicer shall have been terminated under Section
VI, the appointment of such Servicer as custodian shall be terminated. Upon
(i) the repurchase of a Trip Receivable that is a Retail Receivable by NFC
pursuant to the Retail Receivables Purchase

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Agreement, (ii) repurchase of a Trip Receivable that is a Lease Receivable by
NLC pursuant to the Lease Receivables Purchase Agreement, (iii) purchase of a
Trip Receivable by the Servicer pursuant to subsection 3.06(b) or (iv) a sale
of a Trip Receivable pursuant to Section 5.4 of the Financing Loan and Security
Agreement, the Servicer shall deliver the related Trip Receivable File to the
purchaser or its designee. Upon delivery of such Trip Receivable File, the
Servicer's obligations with respect to such Trip Receivable File shall
terminate.

ARTICLE V
REPRESENTATIONS AND WARRANTIES
OF THE SERVICER

SECTION 5.01. Representations and Warranties of the Servicer. The Servicer
hereby represents and warrants to Trip that as of each Retail Receivable
Purchase Date and each Lease Receivable Purchase Date:

(a) Organization and Good Standing. The Servicer has been duly organized
and is validly existing as a corporation, and in good standing under the laws
of the State of Delaware, with power and authority to own its properties and to
conduct its business as such properties are presently owned and such business
is presently conducted, and had at all relevant times, and now has, power,
authority and legal right to service the Trip Receivables as provided in this
Agreement.

(b) Due Qualification. The Servicer is duly qualified to do business as a
foreign corporation in good standing, and has obtained all necessary licenses
and approvals, in all jurisdictions in which the ownership or lease of property
or the conduct of its business (including the servicing of the Trip Receivables
as required by this Agreement) requires such qualification, except to the
extent that the failure to comply therewith would not, in the aggregate, have a
Material Adverse Effect with respect to the Servicer.

(c) Power and Authority. The Servicer has the corporate power and authority
to execute and deliver this Agreement and to perform its obligations hereunder
and the execution, delivery and performance by the Servicer of this Agreement
have been duly authorized by all necessary corporate action on the part of the
Servicer. Except as expressly contemplated in the Basic Documents, no consent
or authorization of, filing with, or other act by or in respect of, any
Governmental Authority or other Person is required in connection with the
execution, delivery, performance, validity or enforceability against the
Servicer of this Agreement.

(d) Binding Obligation. This Agreement constitutes a legal, valid and
binding obligation of the Servicer enforceable

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against the Servicer in accordance with its terms, except as enforceability may
be limited by applicable bankruptcy, insolvency, reorganization or other
similar laws affecting the enforcement of creditors' rights in general and by
general principles of equity, regardless of whether such enforceability is
considered in a proceeding in equity or at law.

(e) No Violation. The execution and delivery of this Agreement by the
Servicer and its performance of its obligations hereunder will not violate any
Requirement of Law or Contractual Obligation of the Servicer and will not
result in, or require, the creation or imposition of any Lien on any of its
property or assets pursuant to any such Requirement of Law or Contractual
Obligation other than as contemplated by the Basic Documents.

(f) No Proceedings. There are no actions, proceedings or, to the Servicer's
knowledge, investigations pending or, to the Servicer's knowledge, threatened
before any Governmental Authority (i) asserting the invalidity of this
Agreement, (ii) seeking to prevent the consummation of any of the transactions
contemplated by this Agreement, or (iii) seeking any determination or ruling
that would reasonably be expected to have a Material Adverse Effect with
respect to the Servicer.

(g) No Consent. Except as expressly contemplated by the Basic Documents, no
consent or authorization of, filing with, or other act by or in respect of, any
Governmental Authority or any other Person is required in connection with the
execution, delivery, performance, validity or enforceability by or against the
Servicer of this Agreement.

ARTICLE VI
THE SERVICER

SECTION 6.01. Merger or Consolidation of, or Assumption of the Obligations
of, the Servicer. Any Person (a) into which the Servicer may be merged or
consolidated, (b) resulting from any merger, conversion or consolidation to
which the Servicer shall be a party, (c) succeeding to the business of the
Servicer, or (d) more than 50% of the voting stock or other interest of which
is owned directly or indirectly by NIC and which is otherwise servicing NFC's
receivables, which Person in any of the foregoing cases executes an agreement
of assumption to perform every obligation of the Servicer under this Agreement
shall be the successor to the Servicer under this Agreement without the
execution or filing of any paper or any further act on the part of any of the
parties to this Agreement, notwithstanding anything in this Agreement to the
contrary. The Servicer shall provide notice of any merger, consolidation or
succession pursuant to this Section 6.01 to the Rating Agencies, the
Administrative Agent, the Owner Trustee and the Collateral Trustee.

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SECTION 6.02. Limitation on Liability of Servicer and Others.

(a) The Servicer shall be liable in accordance with this Agreement only to
the extent of the obligations in this Agreement specifically undertaken by the
Servicer. The Servicer shall defend, indemnify and hold harmless Trip, the
Trust, the Certificateholders, the Administrative Agent, the Lenders, the
Collateral Trustee and any of the trustees, officers, directors and agents of
Trip, the Trust, the Certificateholders, the Administrative Agent, the Lenders
and the Collateral Trustee from and against any and all costs, expenses,
losses, damages, claims and liabilities, arising out of or resulting from:

(i) the use, ownership or operation by the Servicer or any Affiliate
thereof of any Financed Vehicle or Leased Vehicle with respect to a Trip
Receivable;

(ii) any taxes that may at any time be asserted against any such Person
with respect to the transactions contemplated herein, including any sales,
gross receipts, general corporation, tangible personal property, privilege or
license taxes (but not including any taxes asserted with respect to, and as
of the date of, the sale or pledge of Trip Receivables to any Person, or the
issuance and original sale of the Trust Certificates, the Commercial Paper
Notes or the Loans, or asserted with respect to ownership of the Trip
Receivables, or federal or other income taxes arising out of payments of, or
distributions on, the Trust Certificates, the Commercial Paper Notes or the
Loans, or any fees or other compensation payable to any such Person) and
costs and expenses in defending against the same; and

(iii) the negligence, willful misfeasance or bad faith of the Servicer in
the performance of, or by reason of its failure to perform, its duties under
this Agreement or by reason of reckless disregard of its obligations and
duties under this Agreement.

Indemnification under this Section 6.02 shall survive the termination of this
Agreement and shall include reasonable fees and expenses of counsel and
expenses of litigation. If the Servicer shall have made any indemnity payments
pursuant to this Section 6.02 and the Person to or on behalf of whom such
payments are made thereafter collects any of such amounts from others, such
Person shall promptly repay such amounts to the Servicer, without interest.

(b) Neither the Servicer nor any of the directors or officers or employees
or agents of the Servicer shall be under any liability to any Person, except as
specifically provided in this Agreement, for any action taken or for refraining
from the taking of any action pursuant to this Agreement or for errors in

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judgment; provided, however, that this provision shall not protect the Servicer
or any such Person against any liability that would otherwise be imposed by
reason of willful misfeasance, bad faith or negligence (except errors in
judgment) in the performance of duties or by reason of reckless disregard of
obligations and duties under this Agreement. The Servicer and any director,
officer or employee or agent of the Servicer may rely in good faith on the
advice of counsel or on any document of any kind prima facie properly executed
and submitted by any Person respecting any matters arising under this
Agreement.

(c) Except as provided in this Agreement, the Servicer shall not be under
any obligation to appear in, prosecute or defend any legal action that is not
incidental to its duties to service the Trip Receivables in accordance with
this Agreement and that in its opinion may involve it in any expense or
liability; provided, however, that the Servicer may undertake any reasonable
action that it may deem necessary or desirable in respect of this Agreement and
the rights and duties of the parties to this Agreement and the interests of the
Trust.

SECTION 6.03. Delegation of Duties. So long as NFC acts as Servicer, the
Servicer may, at any time without notice or consent, delegate any duties under
this Agreement to any Person more than 50% of the voting stock or other
interest of which is owned, directly or indirectly, by NIC. The Servicer may
at any time perform specific duties as Servicer through sub-contractors who are
in the business of servicing medium and heavy duty truck, bus and trailer
receivables; provided, however, that no such delegation shall relieve the
Servicer of its responsibility with respect to such duties.

SECTION 6.04. Servicer Not to Resign. Subject to the provisions of Section
7.02, the Servicer shall not resign from the obligations and duties imposed on
it by this Agreement as Servicer except upon determination that the performance
of its duties under this Agreement is no longer permissible under applicable
law. Any such determination permitting the resignation of the Servicer shall
be evidenced by an Opinion of Counsel to such effect delivered to the Owner
Trustee, the Administrative Agent and the Collateral Trustee. No such
resignation shall become effective until the Collateral Trustee or a successor
Servicer shall have assumed the responsibilities and obligations of the
Servicer in accordance with Section 7.02.

ARTICLE VII
DEFAULT

SECTION 7.01. Trip Servicer Defaults. Each of the following shall
constitute a "Trip Servicer Default":

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(a) any failure by the Servicer to deliver to the Collateral Trustee for
deposit in the Collateral Account any required payment, which failure continues
unremedied for a period of three Business Days after written notice is received
by the Servicer from the Collateral Trustee or after discovery of such failure
by an officer of the Servicer;

(b) failure on the part of the Servicer duly to observe or perform in any
material respect any other covenant or agreement of the Servicer set forth in
this Agreement which failure continues unremedied for a period of 30
consecutive days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Servicer by the
Owner Trustee, the Administrative Agent or the Collateral Trustee;

(c) any representation, warranty or certification made by the Servicer
pursuant to this Agreement shall prove to have been incorrect in any material
respect when made, and if the consequences of such representation, warranty or
certification being incorrect shall be susceptible of remedy in all material
respects, such consequences shall not be remedied in all material respects
within 30 days after the Servicer first becomes aware or is advised that such
representation, warranty or certification was incorrect in a material respect;
or

(d) the occurrence of an Insolvency Event with respect to the Servicer.

Notwithstanding the foregoing, there shall be no Trip Servicer Default where
a Trip Servicer Default would otherwise exist due to a delay in or failure of
performance for a period of 10 Business Days, if the delay or failure giving
rise to such Trip Servicer Default was caused by an act of God or the public
enemy, acts of declared or undeclared war, public disorder, rebellion or
sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes,
floods or similar causes. The preceding sentence shall not relieve the
Servicer from using its best efforts to perform its obligations in a timely
manner in accordance with the terms of this Agreement and the Servicer shall
provide all Interested Parties with prompt notice of such failure or delay by
it, together with a description of its efforts so to perform its obligations.

SECTION 7.02. Consequences of a Trip Servicer Default. If a Trip Servicer
Default shall occur and be continuing, the Collateral Trustee, or after the
payment in full of all Obligations, the Owner Trustee, by notice then given in
writing to the Servicer may, in addition to other rights and remedies available
in a court of law or equity to damages, injunctive relief and specific
performance, terminate all of the rights and obligations of the Servicer under
this Agreement. On or after the receipt by the Servicer of such written
notice, all authority

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<PAGE> 20
and power of the Servicer under this Agreement, whether with respect to the
Trip Receivables or otherwise, shall pass to and be vested in the Collateral
Trustee pursuant to and under this Section 7.02. Upon the receipt of such
notice, the Servicer's appointment as custodian shall be terminated and, upon
instruction from the Collateral Trustee, the Servicer shall release any Trip
Receivable File to the Collateral Trustee, or its respective agent or designee,
as the case may be, at such place or places as the Collateral Trustee may
designate, as soon as practicable. The Servicer shall be deemed to have
received proper instructions with respect to the Trip Receivable Files upon its
receipt of written instructions signed by an officer of the Collateral Trustee.
The Collateral Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and
all documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement of the Trip
Receivables and related documents, or otherwise. The predecessor Servicer
agrees to cooperate with the Collateral Trustee or the successor Servicer in
effecting the termination of the responsibilities and rights of the Servicer
under this Agreement, including the transfer to the Collateral Trustee for
deposit in the Collateral Account of all cash amounts that shall at the time be
held by the Servicer or thereafter received by the Servicer with respect to the
Trip Receivables.

SECTION 7.03. Collateral Trustee to Act; Appointment of Successor. On and
after the time the Servicer receives a notice of termination pursuant to
Section 7.02, the Collateral Trustee shall be the successor in all respects to
the Servicer in its capacity as servicer under this Agreement and the
transactions set forth or provided for in this Agreement, and shall be subject
to all the responsibilities, restrictions, duties and liabilities relating
thereto placed on the Servicer by the terms and provisions of this Agreement;
provided, however, that the predecessor Servicer shall remain liable for, and
the successor Servicer shall have no liability for, any indemnification
obligations of the Servicer arising as a result of acts, omissions or
occurrences during the period in which the predecessor Servicer was the
Servicer; and provided, further, that NFC shall remain liable for all such
indemnification obligations of the Servicer without regard to whether it is
still Servicer hereunder. As compensation therefor, the Collateral Trustee
shall be entitled to such compensation (whether payable out of the Collateral
Account or otherwise) as the Servicer would have been entitled to under this
Agreement if no such notice of termination had been given. Notwithstanding the
above, the Collateral Trustee may, if it shall be unwilling so to act, or
shall, if it is legally unable so to act, appoint, or petition a court of
competent jurisdiction to appoint, a successor (i) having a net worth of not
less than $100,000,000 and (ii) whose regular business includes the servicing
of medium and heavy duty bus, truck and trailer receiv-

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<PAGE> 21
ables, as the successor to the Servicer under this Agreement in the assumption
of all or any part of the responsibilities, duties or liabilities of the
Servicer under this Agreement. In connection with such appointment and
assumption, the Collateral Trustee may make such arrangements for the
compensation of such successor out of payments on Trip Receivables as it and
such successor shall agree; provided, however, that no such compensation shall
be in excess of that permitted the Servicer under this Agreement. The
Collateral Trustee and such successor shall take such action, consistent with
this Agreement, as shall be necessary to effectuate any such succession.

SECTION 7.04. Waiver of Past Defaults. The Administrative Agent, at the
direction of the Required Lenders (or, upon payment in full of the Obligations,
the Owner Trustee at the direction of Certificateholders holding Trust
Certificates evidencing not less than a majority of the Aggregate OTC Amount),
may waive any default by the Servicer in the performance of its obligations
hereunder and its consequences, except a default in making any required
deposits to the Collateral Account in accordance with this Agreement. Upon any
such waiver of a past default, such default shall cease to exist, and any Trip
Servicer Default arising therefrom shall be deemed to have been remedied for
every purpose of this Agreement. No such waiver shall extend to any subsequent
or other default or impair any right consequent thereon. The Servicer shall
give written notice of each such waiver to the Rating Agencies.

ARTICLE VIII
MISCELLANEOUS

SECTION 8.01. Amendment. Subject to subsection 10.1(b) of the Liquidity
Agreement, this Agreement may be amended from time to time, with the prior
written consent of the Administrative Agent and the Majority Lenders; provided,
however, that (i) no such amendment shall increase or reduce in any manner the
amount of, or accelerate or delay the timing of, collections of payments on
Receivables or deposits that shall be required to be made to the Collateral
Account without the prior written consent of each Lender, (ii) amend, modify or
waive any provision of Article VII without the prior written consent of the
Required Lenders and (iii) no amendment hereto which would increase the duties
or liabilities of, or the scope of the authorization granted by, the Trust or
the Collateral Trustee hereunder shall be effective without the prior written
consent of the Trust or the Collateral Trustee, as applicable; and provided,
further, that no amendment hereunder shall be made without a confirmation by
each of the Rating Agencies that such action will not result in a withdrawal or
downgrade of its then current ratings of the outstanding Commercial Paper Notes
and Trust Certificates.

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<PAGE> 22
SECTION 8.02. Notices. Except where telephonic instructions or notices are
authorized herein to be given, all notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing and, unless
otherwise expressly provided herein, shall be deemed to have been duly given or
made when delivered by hand or by overnight courier, or, in the case of
telecopy notice, when received, addressed as follows or to such address or
other address as may be hereafter notified by the respective parties hereto:

Trip: TRUCK RETAIL INSTALMENT PAPER CORP.
c/o Navistar Financial Corporation
2850 West Golf Road
Rolling Meadows, Illinois 60008
Attention: General Counsel
Telecopy: (708) 734-4090

The Trust: NFC ASSET TRUST
Chemical Bank Delaware
1201 Market Street
Wilmington, DE 19801
Attention: Corporate Trustee Administration
Telecopy: (302) 984-4889

with a copy to: NAVISTAR FINANCIAL CORPORATION
2850 West Golf Road
Rolling Meadows, Illinois 60008
Attention: General Counsel
Telecopy: (708) 734-4090

The Servicer: NAVISTAR FINANCIAL CORPORATION
2850 West Golf Road
Rolling Meadows, Illinois 60008
Attention: General Counsel
Telecopy: (708) 734-4090

The Collateral
Trustee: BANKERS TRUST COMPANY
Corporate Trust and Agency Group
Four Albany Street
New York, NY 10006
Attention: Corporate Market Services
Telecopy: (212) 250-6622

SECTION 8.03. GOVERNING LAW. ALL QUESTIONS CONCERNING THE
CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE
OF ILLINOIS, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT PROVISION
OR RULE (WHETHER OF THE STATE OF ILLINOIS OR ANY OTHER JURISDICTION) THAT WOULD
CAUSE THE

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<PAGE> 23
APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF ILLINOIS.

SECTION 8.04. Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

SECTION 8.05. Assignment. Except to the extent permitted by Article
VI or as required by Article VII, the Servicer may not assign its rights or
delegate its obligations hereunder. The Servicer acknowledges that Trip shall
assign its rights under this Agreement to the Trust pursuant to the Financing
Loan and Security Agreement (which the Trust shall assign to the Collateral
Trustee pursuant to the Collateral Trust Agreement) and consents to such
assignment. The Servicer agrees that the Collateral Trustee, to the extent
provided in the Collateral Trust Agreement, shall be entitled to enforce the
terms of this Agreement and the rights (including, without limitation, the
right to grant or withhold any consent or waiver) of Trip directly against the
Servicer. Until the satisfaction of all Obligations, the Servicer further
agrees that, in respect of its obligations hereunder, it will act at the
direction of and in accordance with all requests and instructions from the
Collateral Trustee given in accordance with the Basic Documents. The
Collateral Trustee shall have the rights of a third-party beneficiary under
this Agreement. The Servicer shall deliver copies of all statements, reports,
Opinions of Counsel, notices, requests, demands and other documents to be
delivered by the Servicer to Trip pursuant to the terms hereof to the
Administrative Agent, on behalf of the Lenders, and the Collateral Trustee.

SECTION 8.06. Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the parties hereto, and their respective
successors and permitted assigns. Except as otherwise provided in Section 6.02
or in this Article VIII, no other Person shall have any right or obligation
hereunder.

SECTION 8.07. Counterparts. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

SECTION 8.08. Headings and Cross-References. The various headings in
this Agreement are included for convenience only and shall not affect the
meaning or interpretation of any provision of this Agreement.

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<PAGE> 24
SECTION 8.09. No Petition Covenants. Notwithstanding any prior
termination of this Agreement, the Servicer shall not, prior to the date which
is one year and one day after payment in full of all Obligations and the
distribution to the Certificateholders of all amounts to be distributed to them
pursuant to the Trust Agreement, acquiesce, petition or otherwise invoke or
cause Trip to invoke or join any other Person in instituting the process of any
court or government authority for the purpose of commencing or sustaining a
case against Trip any bankruptcy, reorganization, arrangement, insolvency,
liquidation proceeding, or similar law of the United States or any state of the
United States. Nothing in this Section 8.09 shall preclude, or be deemed to
estop the Servicer from taking or omitting to take any action prior to such
date in (i) any case or proceeding voluntarily filed or commenced by or on
behalf of Trip under or pursuant to any such law or (ii) any involuntary case
or proceeding pertaining to Trip which is filed or commenced by or on behalf of
a Person other than Trip (or any Person to which Trip shall have assigned,
transferred or otherwise conveyed any part of the obligations of Trip
hereunder) under or pursuant to any such law.

[END OF PAGE]
[SIGNATURE PAGE FOLLOWS]

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<PAGE> 25
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

TRUCK RETAIL INSTALMENT PAPER CORP.

By: /s/ R.W. Cain
-----------------------------------
Name: R.W. Cain
Title: Vice President and Treasurer

NAVISTAR FINANCIAL CORPORATION, as
Servicer

By: /s/ R.W. Cain
-----------------------------------
Name: R.W. Cain
Title: Vice President and Treasurer

Acknowledged and Accepted as to Sections
2.01, 2.02, 2.03 and 2.07 hereof:

NFC ASSET TRUST

By: Chemical Bank Delaware, not in its
individual capacity but solely as Owner
Trustee on behalf of the Trust,

By: /s/ John Cashin
---------------------------
Name: John Cashin
Title: Senior Trust Officer

Bankers Trust Company, not in
its individual capacity
but solely as Collateral Trustee,

By: /s/ Kathleen Boyd
---------------------------
Name: Kathleen Boyd
Title: Vice President

-22-

<PAGE> 1
EXHIBIT 4.8

EXHIBIT F TO THE
LIQUIDITY AGREEMENT

SERVICING AGREEMENT

BETWEEN

NAVISTAR FINANCIAL CORPORATION

SERVICER

AND

NFC ASSET TRUST

DATED AS OF NOVEMBER 7, 1994
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE I
DEFINITIONS
PAGE
----
<S> <C> <C>
SECTION 1.01 Certain Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.02 Other Definitional Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II
ADMINISTRATION AND SERVICING OF TRUST RECEIVABLES

SECTION 2.01. Duties of the Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 2.02. Collection of Receivables Payments . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 2.03. Realization Upon Liquidating Receivables . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 2.04. Maintenance of Insurance Policies . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 2.05. Maintenance of Interests in Vehicles . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 2.06. Covenants of the Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 2.07. Purchase of Receivables Upon Breach of
Covenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 2.08. Servicing Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.09. Servicer Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.10. Deposits to Collateral Account . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE III
SERVICER'S COVENANTS;
STATEMENTS AND REPORTS

SECTION 3.01. Annual Statement as to Compliance;
Notice of Servicer Default . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 3.02. Annual Accountants' Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 3.03. Monthly Program Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 3.04. Access to Certain Documentation and
Information Regarding Receivables . . . . . . . . . . . . . . . . . . . . . 8
SECTION 3.05. Amendments to Schedules of Trust
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 3.06. Maintenance of Systems and Receivables
Lists . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE IV
THE CUSTODIAN

SECTION 4.01. Custody of Trust Receivable Files . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 4.02. Duties of Servicer as Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 4.03. Custodian's Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 4.04. Effective Period and Termination . . . . . . . . . . . . . . . . . . . . . . . . . . 11
</TABLE>

-i-
<PAGE> 3
<TABLE>
<CAPTION>
<S> <C> <C>

ARTICLE V
REPRESENTATIONS AND WARRANTIES
OF THE SERVICER

SECTION 5.01. Representations and Warranties of the
Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE VI
THE SERVICER

SECTION 6.01. Merger or Consolidation of, or
Assumption of the Obligations of, the
Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 6.02. Limitation on Liability of Servicer and
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 6.03. Delegation of Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 6.04. Servicer Not to Resign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE VII
DEFAULT

SECTION 7.01. Trust Servicer Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 7.02. Consequences of a Trust Servicer
Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 7.03. Collateral Trustee to Act; Appointment
of Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 7.04. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE VIII
MISCELLANEOUS

SECTION 8.01. Optional Purchase of Trust Pool
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 8.02. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 8.03. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 8.04. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 8.05. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 8.06. Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 8.07. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 8.08. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 8.09. Headings and Cross-References . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 8.10. No Petition Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 8.11. Limitation of Liability of the Owner
Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 8.12 Authority of the Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
</TABLE>

- ii -
<PAGE> 4

SERVICING AGREEMENT

THIS SERVICING AGREEMENT (this "Agreement") is made as of November 7,
1994 by and between NAVISTAR FINANCIAL CORPORATION, a Delaware corporation
("NFC" and, in its capacity as Servicer hereunder, the "Servicer"), and NFC
ASSET TRUST, a Delaware business trust (the "Trust").

R E C I T A L S:

The Trust and Truck Retail Instalment Paper Corp., a Delaware
corporation ("Trip"), are parties to the Receivables Purchase Agreement,
pursuant to which from time to time the Trust will purchase, and Trip will
sell, Trust Receivables and certain related assets.

The Servicer desires to perform the servicing obligations set forth
herein relating to the Trust Receivables for and in consideration of the fees
and other benefits set forth in this Agreement.

The Servicer and the Trust wish to set forth the terms and conditions
upon which the Trust Receivables are to be serviced by the Servicer.

NOW, THEREFORE, in consideration of the foregoing, the other good and
valuable consideration and the mutual terms and covenants contained herein, the
parties hereto agree as follows:

ARTICLE I
DEFINITIONS

SECTION 1.01 Certain Defined Terms. Capitalized terms used in the
above recitals and in this Agreement shall have the respective meanings
assigned them in Appendix A to the Liquidity Agreement dated as of the date
hereof among the Trust, certain financial institutions as lenders thereunder
(the "Lenders") and Chemical Bank, administrative agent for the Lenders, unless
otherwise defined herein.

(b) As used herein and in the Basic Documents, and in any certificate
or other document made or delivered pursuant hereto, accounting terms not
defined in Section 1.01, and accounting
<PAGE> 5
terms partly defined in Section 1.01, to the extent not defined, shall have the
respective meanings given to them under GAAP.

(d) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

ARTICLE II
ADMINISTRATION AND SERVICING OF TRUST RECEIVABLES

SECTION 2.01. Duties of the Servicer. The Servicer is hereby
appointed and authorized to act as agent for the Trust with respect to
servicing the Trust Receivables and in such capacity shall manage, service,
administer and make collections on the Trust Receivables with reasonable care,
using that degree of skill and attention that the Servicer exercises with
respect to comparable medium and heavy duty truck, bus and trailer receivables
that it services for itself or others. The Servicer hereby accepts such
appointment and authorization and agrees to perform the duties of Servicer with
respect to the Trust Receivables set forth herein. The Servicer's duties shall
include collection and posting of all payments, responding to inquiries of
Obligors on the Trust Receivables, investigating delinquencies, sending payment
coupons to Obligors, reporting tax information to Obligors, policing the
collateral securing the Trust Receivables, accounting for collections with
respect thereto and performing the other duties specified herein. Subject to
the provisions of Section 2.02, the Servicer shall follow its customary
standards, policies and procedures and shall have full power and authority,
acting alone, to do any and all things in connection with such managing,
servicing, administration and collection that it may deem necessary or
desirable.

Without limiting the generality of the foregoing, the Servicer
is hereby authorized and empowered by the Trust and the Collateral Trustee
(collectively, the "Interested Parties"), pursuant to this Section 2.01, to
execute and deliver any and all instruments of satisfaction or cancellation, or
of partial or full release or discharge, and all other comparable instruments,
with respect to the Trust Receivables and the related Vehicles. The Servicer
is hereby authorized to commence in the name of the Trust or, to the extent
necessary, in its own name, a legal proceeding to enforce a Liquidating
Receivable as contemplated by Section 2.03, and to commence or participate in
any legal proceeding (including a bankruptcy proceeding) relating to or

- 2 -
<PAGE> 6
involving a Trust Receivable (including a Liquidating Receivable). If the
Servicer commences or participates in any such legal proceeding in its own
name, the Interested Parties shall thereupon be deemed to have automatically
assigned such Trust Receivable to the Servicer solely for purposes of
commencing and participating in any such proceeding as a party or claimant, and
the Servicer is hereby authorized and empowered by the Interested Parties to
execute and deliver in the Servicer's name any notices, demands, claims,
complaints, responses, affidavits or other documents or instruments in
connection with any such proceeding. If in any proceeding it is held that the
Servicer may not enforce a Trust Receivable on the ground that it is not a real
party in interest or a holder entitled to enforce the Trust Receivable, each of
the Interested Parties shall, at the Servicer's expense, take such reasonable
steps as the Servicer reasonably deems necessary to enforce the Trust
Receivable, including bringing suit in the name of such Person. The Interested
Parties, upon the written request of the Servicer, shall furnish the Servicer
with any powers of attorney and other documents and take any other steps which
the Servicer may reasonably deem necessary or appropriate to enable the
Servicer to carry out its servicing and administrative duties under this
Agreement and the other Basic Documents. Except to the extent required by the
preceding three sentences, the authority and rights granted to the Servicer in
this Section 2.01 shall be nonexclusive and shall not be construed to be in
derogation of any equivalent authority and rights of the Interested Parties.

SECTION 2.02. Collection of Receivables Payments. The Servicer
shall make reasonable efforts to collect all payments called for under the
terms and provisions of the Trust Receivables as and when the same shall become
due, and shall follow such collection practices, policies and procedures as it
follows with respect to comparable medium and heavy duty truck, bus and trailer
receivables that it services for itself or others. Except as provided in
subsection 2.06(c), the Servicer is hereby authorized to grant extensions,
rebates or adjustments on a Trust Receivable without the prior consent of the
Interested Parties and to rewrite, in the ordinary course of its business, a
Receivable to reflect the full or partial prepayment of a Trust Receivable with
respect to any related Vehicle without the prior consent of the Interested
Parties. The Servicer is authorized in its discretion to waive any prepayment
charge, late payment charge or any other fees that may be collected in the
ordinary course of servicing such Trust Receivable. The Servicer shall
allocate payments on Trust Receivables between principal and interest in
accordance with the customary servicing procedures it follows with respect to
all comparable medium and heavy duty truck, bus and trailer receivables that it
services for itself or others.

- 3 -
<PAGE> 7
SECTION 2.03. Realization Upon Liquidating Receivables. The
Servicer shall use reasonable efforts, consistent with its customary servicing
procedures, to repossess or otherwise comparably convert the ownership of each
Vehicle that it has reasonably determined should be repossessed or otherwise
converted following a default under the Trust Receivable secured by or relating
to each such Vehicle. The Servicer is authorized to follow such practices,
policies and procedures as it shall deem necessary or advisable and as shall be
customary and usual in its servicing of medium and heavy duty truck, bus and
trailer receivables that it services for itself or others, which practices,
policies and procedures may include reasonable efforts to realize upon or
obtain benefits of any lease assignments, proceeds from any Dealer Liability,
proceeds from any NITC Purchase Obligations, proceeds from any Insurance
Policies and proceeds from any Guaranties, in each case with respect to the
Trust Receivables, selling the related Vehicle or Vehicles at public or private
sale or sales and other actions by the Servicer in order to realize upon any
Trust Receivable. The foregoing is subject to the provision that, in any case
in which the Vehicle shall have suffered damage, the Servicer shall not expend
funds in connection with any repair or towards the repossession of such Vehicle
unless it shall determine in its discretion that such repair or repossession
shall increase the proceeds of liquidation of the related Trust Receivable by
an amount greater than or equal to the amount of such expenses.

SECTION 2.04. Maintenance of Insurance Policies. The Servicer
shall, in accordance with its customary servicing procedures, require that each
Obligor shall have obtained physical damage insurance covering each Vehicle as
of the execution of the related Trust Receivable, unless the Servicer has in
accordance with its customary procedures permitted an Obligor to self-insure
the Vehicle or Vehicles securing or relating to such Trust Receivable. The
Servicer shall, in accordance with its customary servicing procedures, monitor
such physical damage insurance with respect to each Vehicle that secures or is
related to each Trust Receivable.

SECTION 2.05. Maintenance of Interests in Vehicles. The Servicer
shall, in accordance with its customary servicing procedures and at its own
expense, take such steps as are necessary to maintain perfection of the first
priority security interest created by a Trust Receivable that is a Retail
Receivable in the related Financed Vehicle or Financed Vehicles and of the
first priority security interest in the Leased Vehicle or Leased Vehicles
related to any Trust Receivable that is a Lease Receivable created under the
Lease Receivables Purchase Agreement. The Trust hereby authorizes the Servicer
to re-perfect such security interests as necessary because of the relocation of
a Vehicle or for any other reason.

- 4 -
<PAGE> 8
SECTION 2.06. Covenants of the Servicer. The Servicer hereby
covenants as follows:

(a) except as contemplated in the Basic Documents, the Servicer
shall not release in whole or in part any Financed Vehicle from the security
interest securing, or any Leased Vehicle from the security interest created
under the Lease Receivables Purchase Agreement in respect of, the related Trust
Receivable;

(b) the Servicer shall do nothing to impair the rights of the
Interested Parties in and to the Trust Receivables; and

(c) the Servicer shall not amend or otherwise modify any Trust
Receivable such that the Annual Percentage Rate is decreased or such that the
final scheduled payment on such Trust Receivable will be due any later than the
earlier of (i) 73 months from the date of such amendment or modification and
(ii) one month prior to the Final Scheduled Maturity Date.

SECTION 2.07. Purchase of Receivables Upon Breach of Covenant. (a)
Upon discovery by the Servicer or a Responsible Officer of any of the
Interested Parties of a breach of any of the covenants set forth in Sections
2.05 and 2.06 with respect to any Trust Receivable, the party discovering such
breach shall give prompt written notice thereof to the others. As of the last
day of the Monthly Period during which such breach was discovered or notice of
such breach was received, the Servicer shall, unless it shall have cured such
breach in all material respects, purchase from the Trust any Trust Receivable
materially and adversely affected by such breach and the Servicer shall pay the
Administrative Purchase Payment as described in Section 2.10. It is understood
and agreed that the obligation of the Servicer to purchase any Trust Receivable
with respect to which such a breach has occurred and is continuing shall, if
such obligation is fulfilled, constitute the sole remedy against the Servicer
for such breach available to any Interested Party. None of the Interested
Parties shall have any affirmative duty to conduct any investigation as to the
occurrence of any event requiring the repurchase of any Receivable pursuant to
this Section 2.07.

(b) Upon receipt of the Administrative Purchase Payment with
respect to a Trust Receivable which is an Administrative Receivable, the
Interested Parties shall each assign, without recourse, representation or
warranty, to the Servicer (and shall take such other actions as the Servicer
may reasonably request to perfect or confirm such assignment) all of such
Interested Party's right, title and interest in, to and under (i) such
Administrative Receivable and all monies due thereon, (ii) the security
interests in, or title to, the related Vehicle and, to the extent permitted by
law, any accessions thereto which are financed by NFC or NLC, (iii) benefits of
any lease assignments

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with respect to the Vehicles, (iv) proceeds from any Insurance Policies with
respect to such Administrative Receivable, (v) proceeds from Dealer Liability
with respect to such Administrative Receivable, proceeds from any NITC Purchase
Obligations with respect to such Administrative Receivable and proceeds from
any Guaranties of such Administrative Receivable, (vi) proceeds of the
foregoing and (vii) the Receivables Purchase Agreement and the Retail
Receivables Purchase Agreement or Lease Receivables Purchase Agreement, as
applicable, with respect to such Administrative Receivable, such assignment
being an assignment outright and not for security. Upon the assignment of such
Administrative Receivable described in the preceding sentence, the Servicer
shall own such Administrative Receivable, and all such security and documents,
free of any further obligations to such Interested Party with respect thereto.

SECTION 2.08. Servicing Fee. In consideration for its services
hereunder and as compensation for expenses paid as contemplated by Section
2.09, the Servicer shall be entitled to receive on each Settlement Date a
Servicing Fee in an amount equal to 1/12 of 1% of the Trust Pool Balance with
respect to each Trust Pool as of the last day of the immediately preceding
Monthly Period (multiplied by, in the case of a Trust Pool that was acquired by
the Trust during such Monthly Period, the number of days from the Purchase
Cutoff Date for such Trust Pool through the last day of such Monthly Period
divided by 30), payable solely from amounts available therefor pursuant to and
to the extent provided in Section 5.03(a)(vi)(E) of the Collateral Trust
Agreement.

SECTION 2.09. Servicer Expenses. The Servicer shall be required to
pay all expenses incurred by it in connection with its activities hereunder,
including fees and disbursements of independent accountants, taxes imposed on
the Servicer and expenses incurred in connection with distributions and
reports.

SECTION 2.10. Deposits to Collateral Account. The Servicer shall
remit to the Collateral Trustee for deposit to the Collateral Account all
payments it receives from or on behalf of the Obligors on or with respect to
the Trust Receivables within two Business Days after receipt thereof. The
Servicer shall remit to the Collateral Trustee for deposit (in immediately
available funds) in the Collateral Account the aggregate Administrative
Purchase Payments with respect to Administrative Receivables to be purchased as
of the last day of any Monthly Period on the immediately succeeding Settlement
Date.

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ARTICLE III
SERVICER'S COVENANTS;
STATEMENTS AND REPORTS

SECTION 3.01. Annual Statement as to Compliance; Notice of Servicer
Default.

(a) The Servicer shall deliver to the Administrative Agent (with
sufficient copies for each Lender), the Administrator, the Owner Trustee and
the Collateral Trustee, on or before February 1 of each year, beginning
February 1, 1996, an officer's certificate signed by the President or any Vice
President of the Servicer, dated as of the immediately preceding October 31,
stating that (i) a review of the activities of the Servicer during the
preceding 12-month period (or, with respect to the first such certificate, such
period as shall have elapsed from the Effective Date to the date of such
certificate) and of its performance under this Agreement has been made under
such officer's supervision, and (ii) to such officer's knowledge, based on such
review, the Servicer has fulfilled in all material respects all its obligations
under this Agreement throughout such period, or, if there has been a default in
the fulfillment of any such obligation, specifying each such default known to
such officer and the nature and status thereof.

(b) The Servicer shall deliver to the Owner Trustee, the
Collateral Trustee, the Administrative Agent and each Rating Agency, promptly
after having obtained knowledge thereof, but in no event later than five
Business Days thereafter, written notice of any event which with the giving of
notice or lapse of time, or both, would become a Servicer Default under Section
7.01.

SECTION 3.02. Annual Accountants' Report. The Servicer shall cause
a firm of independent accountants, who may also render other services to the
Servicer or the Trust, to deliver to the Owner Trustee, the Collateral Trustee,
the Administrative Agent (with sufficient copies for each Lender) and each
Rating Agency, as soon as available and in any event within 100 days after the
end of each fiscal year of the Servicer, beginning with the fiscal year ended
October 31, 1995, with respect to such fiscal year (or, with respect to the
first such report, such period as shall have elapsed from the Effective Date to
the date of such certificate), a report (the "Accountants' Report") addressed
to the board of directors of the Servicer and to the Administrative Agent, to
the effect that such firm has audited the financial statements of the Servicer
and issued its report thereon and that such audit (i) was made in accordance
with generally accepted auditing standards, (ii) included tests relating to
Receivables serviced for others in accordance with the requirements of the
Uniform Single Audit Program for Mortgage Bankers (the "Program"), to the
extent the procedures in the Program are applicable to the servicing
obligations set forth in

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this Agreement and (iii) except as described in the report, disclosed no
exceptions or errors in the records relating to Receivables serviced for others
that, in the firm's opinion, paragraph four of the Program requires such firm
to report.

(b) The Accountants' Report shall also indicate that the firm is
independent of Trip and the Servicer within the meaning of the Code of
Professional Ethics of the American Institute of Certified Public Accountants.

SECTION 3.03. Monthly Program Statement. The Servicer will deliver
to the Administrator such accountings relating to the Trust Receivables and the
actions of the Servicer relating thereto, and will provide such other
assistance as the Administrator may reasonably request, to enable the
Administrator to prepare the Monthly Program Statement.

SECTION 3.04. Access to Certain Documentation and Information
Regarding Receivables. Subject to Section 10.17 of the Liquidity Agreement,
the Servicer shall provide to the Administrative Agent, each Lender, the
Administrator, the Owner Trustee and the Collateral Trustee reasonable access
to the Servicer's records regarding the Trust Receivables. In each case, such
access shall be afforded without charge but only upon reasonable request and
during normal business hours at offices of the Servicer designated by the
Servicer. Nothing in this Section 3.04 shall derogate from the obligation of
the Servicer to observe any applicable law prohibiting disclosure of
information regarding Obligors, and the failure of the Servicer to provide
access as provided in this Section 3.04 as a result of such obligation shall
not constitute a breach of this Section 3.04.

SECTION 3.05. Amendments to Schedules of Trust Receivables. If the
Servicer, during a Monthly Period, assigns to a Trust Receivable an account
number that differs from the account number previously identifying such
Receivable on the Schedule of Trust Receivables listing such Trust Receivable,
the Servicer shall deliver to the Administrative Agent, the Administrator, the
Owner Trustee and the Collateral Trustee on or before the Settlement Date
related to such Monthly Period an amendment to such Schedule of Trust
Receivables to report the newly assigned account number. Each such amendment
shall list all new account numbers assigned to Trust Receivables during such
Monthly Period and shall show by cross reference the prior account numbers
identifying such Trust Receivables on the previously distributed Schedule of
Trust Receivables.

SECTION 3.06. Maintenance of Systems and Receivables Lists.
(a) The Servicer shall maintain accounts and records as to each Trust
Receivable in sufficient detail to permit (i) the reader thereof to know the
status of such Trust Receivable,

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including payments and recoveries made and payments owing (and the nature of
each) and extensions of any scheduled payments made not less than 45 days prior
thereto, and (ii) reconciliation between payments or recoveries on (or with
respect to) each Trust Receivable and the amounts from time to time deposited
in the Collateral Account in respect of such Trust Receivable.

(b) The Servicer shall maintain its computer systems so that the
Servicer's master computer records (including any backup archives) that refer
to any Trust Receivable shall indicate clearly that the Trust Receivable is
owned by the Trust and that such Trust Receivable has been pledged by the Trust
to the Collateral Trustee. Indication of the Trust's and the Collateral
Trustee's interest in a Trust Receivable shall be deleted from or modified on
the Servicer's computer systems when, and only when, the related Trust
Receivable shall have been paid in full, repurchased by Trip, NFC or NLC,
purchased by the Servicer or become a Liquidating Receivable.

(c) If at any time the Servicer shall propose to sell, grant a
security interest in, or otherwise transfer any interest in medium or heavy
duty truck, bus or trailer receivables to any prospective purchaser, lender or
other transferee, the Servicer shall give to such prospective purchaser, lender
or other transferee computer tapes, records or printouts (including any of
those restored from backup archives) that, if they refer in any manner
whatsoever to any Trust Receivable, indicate clearly that such Trust Receivable
has been sold and is owned by the Trust and has been pledged to the Collateral
Trustee unless such Trust Receivable has been paid in full or repurchased by
Trip or NFC or purchased by the Servicer.

(d) The Servicer shall furnish to the Administrator, on behalf of the
Trust, the Administrative Agent, on behalf of the Lenders, or the Collateral
Trustee, at any time upon request, a list of all Trust Receivables, together
with a reconciliation of such list to each Schedule of Trust Receivables
relating to Trust Receivables and to each of the Servicer's reports furnished
before such request indicating transfers of Trust Receivables.

ARTICLE IV
THE CUSTODIAN

SECTION 4.01. Custody of Trust Receivable Files. To assure uniform
quality in servicing the Trust Receivables and to reduce administrative costs,
the Trust hereby appoints the Servicer, and the Servicer hereby accepts such
appointment, to act as agent of the Trust as custodian to maintain custody of
the following documents or instruments with respect to each Trust Receivable
(as to each Trust Receivable, the "Trust Receivable File"), which

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will be hereby constructively delivered to the Collateral Trustee:

(a) the fully executed original of the Retail Note, if such Trust
Receivable is a Retail Receivable, or the fully executed original of the
Vehicle Lease, if such Trust Receivable is a Lease Receivable;

(b) documents evidencing or related to any related Insurance Policy;

(c) if such Trust Receivable is a Retail Receivable, where permitted
by law, the original certificate of title (when received) and otherwise such
documents, if any that NFC keeps on file in accordance with its customary
procedures indicating that the Financed Vehicle is owned by the Obligor and
subject to the interest of NFC as first lienholder or secured party;

(d) if such Trust Receivable is a Lease Receivable, the original
certificate of title and such documents, if any that NLC keeps on file in
accordance with its customary procedures indicating that the Leased Vehicle is
owned by NLC; and

(e) any and all other documents that NFC or NLC, as applicable, keeps
on file in accordance with its customary procedures relating to the individual
Trust Receivable, Obligor or Vehicle.

SECTION 4.02. Duties of Servicer as Custodian. (a) The Servicer
shall hold the Trust Receivable Files for the benefit of the Trust and maintain
such accurate and complete accounts, records and computer systems pertaining to
each Trust Receivable File as shall enable the Trust to comply with its
obligations under the Basic Documents. In performing its duties as custodian
the Servicer shall act with reasonable care, using that degree of skill and
attention that the Servicer exercises with respect to the receivable files
relating to comparable medium and heavy duty truck, bus and trailer receivables
that the Servicer services and holds for itself or others. The Servicer shall
conduct, or cause to be conducted, periodic physical inspections of the Trust
Receivable Files held by it under this Agreement, and of the related accounts,
records and computer systems, in such manner as shall enable the Administrator,
the Administrative Agent, the Owner Trustee or the Collateral Trustee to verify
the accuracy of the Servicer's inventory and record keeping. The Servicer
shall promptly report to the Owner Trustee and the Administrative Agent any
failure on its part to hold the Trust Receivable Files and maintain its
accounts, records and computer systems as herein provided and promptly take
appropriate action to remedy any such failure.

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(b) The Servicer shall maintain each Trust Receivable File at its
principal office at Navistar Financial Corporation, 2850 West Golf Road,
Rolling Meadows, Illinois 60008, or at such other office of the Servicer as
shall from time to time be identified to the Owner Trustee, the Collateral
Trustee and the Administrative Agent upon 60 days prior written notice.
Subject only to the Custodian's security requirements applicable to its own
employees having access to similar records held by the Servicer and the
limitations set forth in Section 3.03 hereof and otherwise in the Basic
Documents, the Servicer shall permit the Owner Trustee, the Collateral Trustee,
the Administrative Agent, their duly authorized representatives, attorneys or
auditors to inspect the Trust Receivable Files and the related accounts,
records and computer systems maintained by the Servicer pursuant hereto at such
times as such party may reasonably request.

(c) In general, the Servicer shall attend to all nondiscretionary
details in connection with maintaining custody of the Trust Receivable Files.
In addition the Servicer shall assist the Trust generally in the preparation of
routine reports to regulatory bodies to the extent necessitated by the
Servicer's custody of the Trust Receivable Files.

SECTION 4.03. Custodian's Indemnification. The Servicer as custodian
shall indemnify the Trust, the Owner Trustee, the Lenders and the Collateral
Trustee and each of their officers, directors and agents for any and all
liabilities, obligations, losses, compensatory damages, payments, costs or
expenses of any kind whatsoever that may be imposed on, incurred by or asserted
against the Trust, the Owner Trustee, the Lenders and the Collateral Trustee or
any of their officers, directors and agents as the result of any improper act
or omission in any way relating to the maintenance and custody by the Servicer
as custodian of the Trust Receivable Files; provided, however, that the
Servicer shall not be liable to the Trust for any portion of any such amount
resulting from the willful misfeasance, bad faith or negligence of the Owner
Trustee or the Collateral Trustee for any portion of any such amount resulting
from the wilful misfeasance, bad faith or negligence of the Collateral Trustee.

SECTION 4.04. Effective Period and Termination. The Servicer's
appointment as custodian with respect to a Trust Receivable File shall become
effective as of the related Receivable Purchase Date and shall continue in full
force and effect until terminated pursuant to this subsection 4.04. If the
Servicer shall resign as Servicer in accordance with the provisions of this
Agreement or if all of the rights and obligations of any Servicer shall have
been terminated under Section VI, the appointment of such Servicer as custodian
shall be terminated. Upon (i) repurchase of a Trust Receivable that is a
Retail Receivable by NFC pursuant to the Retail Receivables Purchase Agreement,
(ii) repurchase of a Trust Receivable that is

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a Lease Receivable by NLC pursuant to the Lease Receivables Purchase Agreement,
(iii) repurchase of a Trust Receivable by Trip pursuant to the Receivables
Purchase Agreement or (iv) purchase of a Trust Receivable by the Servicer
pursuant to subsection 3.06(b) or Section 8.01, Servicer shall deliver the
related Trust Receivable File to the purchaser or its designee. Upon delivery
of such Trust Receivable File, the Servicer's obligations with respect to such
Trust Receivable File shall terminate.

ARTICLE V
REPRESENTATIONS AND WARRANTIES
OF THE SERVICER

SECTION 5.01. Representations and Warranties of the Servicer. The
Servicer hereby represents and warrants to the Trust that as of each Receivable
Purchase Date:

(a) Organization and Good Standing. The Servicer has been duly
organized and is validly existing as a corporation, and in good standing under
the laws of the State of Delaware, with power and authority to own its
properties and to conduct its business as such properties are presently owned
and such business is presently conducted, and had at all relevant times, and
now has, power, authority and legal right to service the Trust Receivables as
provided in this Agreement.

(b) Due Qualification. The Servicer is duly qualified to do
business as a foreign corporation in good standing, and has obtained all
necessary licenses and approvals, in all jurisdictions in which the ownership
or lease of property or the conduct of its business (including the servicing of
the Trust Receivables as required by this Agreement) requires such
qualification, except to the extent that the failure to comply therewith would
not, in the aggregate, have a Material Adverse Effect with respect to the
Servicer.

(c) Power and Authority. The Servicer has the corporate power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder and the execution, delivery and performance by the Servicer of this
Agreement have been duly authorized by all necessary corporate action on the
part of the Servicer. Except as expressly contemplated in the Basic Documents,
no consent or authorization of, filing with, or other act by or in respect of,
any Governmental Authority or other Person is required in connection with the
execution, delivery, performance, validity or enforceability against the
Servicer of this Agreement.

(d) Binding Obligation. This Agreement constitutes a legal, valid
and binding obligation of the Servicer enforceable

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against the Servicer in accordance with its terms, except as enforceability may
be limited by applicable bankruptcy, insolvency, reorganization or other
similar laws affecting the enforcement of creditors' rights in general and by
general principles of equity, regardless of whether such enforceability is
considered in a proceeding in equity or at law.

(e) No Violation. The execution and delivery of this Agreement
by the Servicer and its performance of its obligations hereunder will not
violate any Requirement of Law or Contractual Obligation of the Servicer and
will not result in, or require, the creation or imposition of any Lien on any
of its property or assets pursuant to any such Requirement of Law or
Contractual Obligation other than as contemplated by the Basic Documents.

(f) No Proceedings. There are no actions, proceedings or, to the
Servicer's knowledge, investigations pending or, to the Servicer's knowledge,
threatened before any Governmental Authority (i) asserting the invalidity of
this Agreement, (ii) seeking to prevent the consummation of any of the
transactions contemplated by this Agreement, or (iii) seeking any determination
or ruling that would reasonably be expected to have a Material Adverse Effect
with respect to the Servicer.

(g) No Consent. Except as expressly contemplated by the Basic
Documents, no consent or authorization of, filing with, or other act by or in
respect of, any Governmental Authority or any other Person is required in
connection with the execution, delivery, performance, validity or
enforceability by or against the Servicer of this Agreement.

ARTICLE VI
THE SERVICER

SECTION 6.01. Merger or Consolidation of, or Assumption of the
Obligations of, the Servicer. Any Person (a) into which the Servicer may be
merged or consolidated, (b) resulting from any merger, conversion or
consolidation to which the Servicer shall be a party, (c) succeeding to the
business of the Servicer, or (d) more than 50% of the voting stock or other
interest of which is owned directly or indirectly by NIC and which is otherwise
servicing NFC's receivables, which Person in any of the foregoing cases
executes an agreement of assumption to perform every obligation of the Servicer
under this Agreement shall be the successor to the Servicer under this
Agreement without the execution or filing of any paper or any further act on
the part of any of the parties to this Agreement, notwithstanding anything in
this Agreement to the contrary. The Servicer shall provide notice of any
merger, consolidation or succession pursuant to this Section 6.01 to the Rating
Agencies, the Administrative Agent, the Owner Trustee and the Collateral
Trustee.

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SECTION 6.02. Limitation on Liability of Servicer and Others.

(a) The Servicer shall be liable in accordance with this Agreement
only to the extent of the obligations in this Agreement specifically undertaken
by the Servicer. The Servicer shall defend, indemnify and hold harmless the
Trust, the Certificateholders, the Administrative Agent, the Lenders, the
Collateral Trustee and any of the trustees, officers, directors and agents of
the Trust, the Certificateholders, the Administrative Agent, the Lenders and
the Collateral Trustee from and against any and all costs, expenses, losses,
damages, claims and liabilities, arising out of or resulting from:

(i) the use, ownership or operation by the Servicer or any
Affiliate thereof of any Financed Vehicle or Leased Vehicle with
respect to a Trust Receivable;

(ii) any taxes that may at any time be asserted against any
such Person with respect to the transactions contemplated herein,
including any sales, gross receipts, general corporation, tangible
personal property, privilege or license taxes (but not including any
taxes asserted with respect to, and as of the date of, the sale or
pledge of Trust Receivables to any Person, or the issuance and
original sale of the Trust Certificates, the Commercial Paper Notes or
the Loans, or asserted with respect to ownership of the Trust
Receivables, or federal or other income taxes arising out of payments
of, or distributions on, the Trust Certificates, the Commercial Paper
Notes or the Loans, or any fees or other compensation payable to any
such Person) and costs and expenses in defending against the same; and

(iii) the negligence, willful misfeasance or bad faith of the
Servicer in the performance of, or by reason of its failure to
perform, its duties under this Agreement or by reason of reckless
disregard of its obligations and duties under this Agreement.

Indemnification under this Section 6.02 shall survive the termination
of this Agreement and shall include reasonable fees and expenses of counsel and
expenses of litigation. If the Servicer shall have made any indemnity payments
pursuant to this Section 6.02 and the Person to or on behalf of whom such
payments are made thereafter collects any of such amounts from others, such
Person shall promptly repay such amounts to the Servicer, without interest.

(b) Neither the Servicer nor any of the directors or officers or
employees or agents of the Servicer shall be under any liability to any Person,
except as specifically provided in

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this Agreement, for any action taken or for refraining from the taking of any
action pursuant to this Agreement or for errors in judgment; provided, however,
that this provision shall not protect the Servicer or any such Person against
any liability that would otherwise be imposed by reason of willful misfeasance,
bad faith or negligence (except errors in judgment) in the performance of
duties or by reason of reckless disregard of obligations and duties under this
Agreement. The Servicer and any director, officer or employee or agent of the
Servicer may rely in good faith on the advice of counsel or on any document of
any kind prima facie properly executed and submitted by any Person respecting
any matters arising under this Agreement.

(c) Except as provided in this Agreement, the Servicer shall not
be under any obligation to appear in, prosecute or defend any legal action that
is not incidental to its duties to service the Trust Receivables in accordance
with this Agreement and that in its opinion may involve it in any expense or
liability; provided, however, that the Servicer may undertake any reasonable
action that it may deem necessary or desirable in respect of this Agreement and
the rights and duties of the parties to this Agreement and the interests of the
Trust.

SECTION 6.03. Delegation of Duties. So long as NFC acts as
Servicer, the Servicer may, at any time without notice or consent, delegate any
duties under this Agreement to any Person more than 50% of the voting stock or
other interest of which is owned, directly or indirectly, by NIC. The Servicer
may at any time perform specific duties as Servicer through sub-contractors who
are in the business of servicing medium and heavy duty truck, bus and trailer
receivables; provided, however, that no such delegation shall relieve the
Servicer of its responsibility with respect to such duties.

SECTION 6.04. Servicer Not to Resign. Subject to the provisions of
Section 7.02, the Servicer shall not resign from the obligations and duties
imposed on it by this Agreement as Servicer except upon determination that the
performance of its duties under this Agreement is no longer permissible under
applicable law. Any such determination permitting the resignation of the
Servicer shall be evidenced by an Opinion of Counsel to such effect delivered
to the Owner Trustee, the Administrative Agent and the Collateral Trustee. No
such resignation shall become effective until the Collateral Trustee or a
successor Servicer shall have assumed the responsibilities and obligations of
the Servicer in accordance with Section 7.02.

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ARTICLE VII
DEFAULT

SECTION 7.01. Trust Servicer Defaults. Each of the following shall
constitute a "Trust Servicer Default":

(a) any failure by the Servicer to deliver to the Collateral
Trustee for deposit in the Collateral Account any required payment, which
failure continues unremedied for a period of three Business Days after written
notice is received by the Servicer from the Collateral Trustee or after
discovery of such failure by an officer of the Servicer;

(b) failure on the part of the Servicer duly to observe or perform
in any material respect any other covenant or agreement of the Servicer set
forth in this Agreement which failure continues unremedied for a period of 30
consecutive days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Servicer by the
Owner Trustee, the Administrative Agent, or the Collateral Trustee;

(c) any representation, warranty or certification made by the
Servicer pursuant to this Agreement shall prove to have been incorrect in any
material respect when made, and if the consequences of such representation,
warranty or certification being incorrect shall be susceptible of remedy in all
material respects, such consequences shall not be remedied in all material
respects within 30 days after the Servicer first becomes aware or is advised
that such representation, warranty or certification was incorrect in a material
respect; or

(d) the occurrence of an Insolvency Event with respect to the
Servicer.

Notwithstanding the foregoing, there shall be no Trust
Servicer Default where a Trust Servicer Default would otherwise exist due to a
delay in or failure of performance for a period of 10 Business Days, if the
delay or failure giving rise to such Trust Servicer Default was caused by an
act of God or the public enemy, acts of declared or undeclared war, public
disorder, rebellion or sabotage, epidemics, landslides, lightning, fire,
hurricanes, earthquakes, floods or similar causes. The preceding sentence
shall not relieve the Servicer from using its best efforts to perform its
obligations in a timely manner in accordance with the terms of this Agreement
and the Servicer shall provide all Interested Parties with prompt notice of
such failure or delay by it, together with a description of its efforts so to
perform its obligations.

SECTION 7.02. Consequences of a Trust Servicer Default. If a Trust
Servicer Default shall occur and be continuing, the

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Collateral Trustee, or after the payment in full of all Obligations, the Owner
Trustee, by notice then given in writing to the Servicer may, in addition to
other rights and remedies available in a court of law or equity to damages,
injunctive relief and specific performance, terminate all of the rights and
obligations of the Servicer under this Agreement. On or after the receipt by
the Servicer of such written notice, all authority and power of the Servicer
under this Agreement, whether with respect to the Trust Receivables or
otherwise, shall pass to and be vested in the Collateral Trustee pursuant to
and under this Section 7.02. Upon the receipt of such notice, the Servicer's
appointment as custodian shall be terminated and, upon instruction from the
Collateral Trustee, the Servicer shall release any Trust Receivable File to the
Collateral Trustee, or its respective agent or designee, as the case may be, at
such place or places as the Collateral Trustee may designate, as soon as
practicable. The Servicer shall be deemed to have received proper instructions
with respect to the Trust Receivable Files upon its receipt of written
instructions signed by an officer of the Collateral Trustee. The Collateral
Trustee is hereby authorized and empowered to execute and deliver, on behalf of
the Servicer, as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement of the Trust Receivables and related
documents, or otherwise. The predecessor Servicer agrees to cooperate with the
Collateral Trustee or the successor Servicer in effecting the termination of
the responsibilities and rights of the Servicer under this Agreement, including
the transfer to the Collateral Trustee for deposit in the Collateral Account of
all cash amounts that shall at the time be held by the Servicer or thereafter
received by the Servicer with respect to the Trust Receivables.

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otherwise) as the Servicer would have been entitled to under this Agreement if
no such notice of termination had been given. Notwithstanding the above, the
Collateral Trustee may, if it shall be unwilling so to act, or shall, if it is
legally unable so to act, appoint, or petition a court of competent
jurisdiction to appoint, a successor (i) having a net worth of not less than
$100,000,000 and (ii) whose regular business includes the servicing of medium
and heavy duty bus, truck and trailer receivables, as the successor to the
Servicer under this Agreement in the assumption of all or any part of the
responsibilities, duties or liabilities of the Servicer under this Agreement.
In connection with such appointment and assumption, the Collateral Trustee may
make such arrangements for the compensation of such successor out of payments
on Trust Receivables as it and such successor shall agree; provided, however,
that no such compensation shall be in excess of that permitted the Servicer
under this Agreement. The Collateral Trustee and such successor shall take
such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession.

SECTION 7.04. Waiver of Past Defaults. The Administrative Agent,
at the direction of the Required Lenders (or, upon payment in full of the
Obligations, the Owner Trustee at the direction of Certificateholders holding
Trust Certificates evidencing not less than a majority of the Aggregate OTC
Amount), may waive any default by the Servicer in the performance of its
obligations hereunder and its consequences, except a default in making any
required deposits to the Collateral Account in accordance with this Agreement.
Upon any such waiver of a past default, such default shall cease to exist, and
any Trust Servicer Default arising therefrom shall be deemed to have been
remedied for every purpose of this Agreement. No such waiver shall extend to
any subsequent or other default or impair any right consequent thereon. The
Servicer shall give written notice of each such waiver to the Rating Agencies.

ARTICLE VIII
MISCELLANEOUS

SECTION 8.01. Optional Purchase of Trust Pool Receivables. If on
any Settlement Date, the Trust Pool Balance with respect to any Trust Pool is
10% or less of the Initial Trust Pool Balance with respect to such Trust Pool,
the Servicer shall have the option to purchase from the Trust on such
Settlement Date all Trust Receivables in such Trust Pool and related assets and
rights by depositing in the Collateral Account an amount equal to the aggregate
Administrative Purchase Payments for such Receivables (including Liquidating
Receivables).

SECTION 8.02. Amendment. Subject to subsection 10.1(b) of the
Liquidity Agreement, this Agreement may be amended from time

- 18 -
<PAGE> 22
to time, with the prior written consent of the Administrative Agent and the
Majority Lenders; provided, however, that (i) no such amendment shall increase
or reduce in any manner the amount of, or accelerate or delay the timing of,
collections of payments on Receivables or deposits that shall be required to be
made to the Collateral Account without the prior written consent of each Lender
(ii) amend, modify or waive any provision of Article VII without the prior
written consent of the Required Lenders and (iii) no amendment hereto which
would increase the duties or liabilities of, or the scope of the authorization
granted by, the Collateral Trustee hereunder shall be effective without the
prior written consent of the Collateral Trustee; and provided, further, that no
amendment hereunder shall be made without a confirmation by each of the Rating
Agencies that such action will not result in a withdrawal or downgrade of its
then current ratings of the outstanding Commercial Paper Notes and Trust
Certificates.

SECTION 8.03. Notices. Except where telephonic instructions or
notices are authorized herein to be given, all notices, requests and demands to
or upon the respective parties hereto to be effective shall be in writing and,
unless otherwise expressly provided herein, shall be deemed to have been duly
given or made when delivered by hand or by overnight courier, or, in the case
of telecopy notice, when received, addressed as follows or to such address or
other address as may be hereafter notified by the respective parties hereto:

The Trust: NFC ASSET TRUST
c/o Chemical Bank Delaware
1201 Market Street
Wilmington, DE 19801
Attention: Corporate Trustee
Administration
Telecopy: (302) 984-4889

with a copy to: NAVISTAR FINANCIAL CORPORATION
2850 West Golf Road
Rolling Meadows, Illinois 60008
Attention: General Counsel
Telecopy: (708) 734-4090

The Servicer: NAVISTAR FINANCIAL CORPORATION
2850 West Golf Road
Rolling Meadows, Illinois 60008
Attention: General Counsel
Telecopy: (708) 734-4090

The Collateral
Trustee: Bankers Trust Company
Corporate Trust and Agency Group
Four Albany Street
New York, NY 10006

- 19 -
<PAGE> 23
Attention: Corporate Market Services
Telecopy: (212) 250-6622

SECTION 8.04. GOVERNING LAW. ALL QUESTIONS CONCERNING THE
CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE
OF ILLINOIS, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT PROVISION
OR RULE (WHETHER OF THE STATE OF ILLINOIS OR ANY OTHER JURISDICTION) THAT WOULD
CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF
ILLINOIS; PROVIDED, HOWEVER, THAT THE DUTIES AND IMMUNITIES OF THE OWNER
TRUSTEE HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.

SECTION 8.05. Severability. Any provision of this Agreement which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.

SECTION 8.06. Assignment. Except to the extent permitted by
Article VI or as required by Article VII, the Servicer may not assign its
rights or delegate its obligations hereunder. The Servicer acknowledges that
the Trust shall assign its rights under this Agreement to the Collateral
Trustee pursuant to the Collateral Trust Agreement and consents to such
assignment. The Servicer agrees that the Collateral Trustee, to the extent
provided in the Collateral Trust Agreement, shall be entitled to enforce the
terms of this Agreement and the rights (including, without limitation, the
right to grant or withhold any consent or waiver) of the Trust directly against
the Servicer. Until the satisfaction of all Obligations, the Servicer further
agrees that, in respect of its obligations hereunder, it will act at the
direction of and in accordance with all requests and instructions from the
Collateral Trustee given in accordance with the Basic Documents. The
Collateral Trustee shall have the rights of a third-party beneficiary under
this Agreement. The Servicer shall deliver copies of all statements, reports,
Opinions of Counsel, notices, requests, demands and other documents to be
delivered by the Servicer to the Trust pursuant to the terms hereof to the
Administrative Agent, on behalf of the Lenders, and the Collateral Trustee.

SECTION 8.07. Successors and Assigns. This Agreement shall inure
to the benefit of and be binding upon the parties hereto, and their respective
successors and permitted assigns. Except as otherwise provided in Section 6.02
or in this Article VIII, no other Person shall have any right or obligation
hereunder.

- 20 -
<PAGE> 24
SECTION 8.08. Counterparts. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

SECTION 8.09. Headings and Cross-References. The various headings
in this Agreement are included for convenience only and shall not affect the
meaning or interpretation of any provision of this Agreement.

SECTION 8.10. No Petition Covenants. Notwithstanding any prior
termination of this Agreement, the Servicer shall not, prior to the date which
is one year and one day after payment in full of all Obligations and the
distribution to the Certificateholders of all amounts to be distributed to them
pursuant to the Trust Agreement, acquiesce, petition or otherwise invoke or
cause the Trust to invoke or join any other Person in instituting the process
of any court or government authority for the purpose of commencing or
sustaining a case against the Trust any bankruptcy, reorganization,
arrangement, insolvency, liquidation proceeding, or similar law of the United
States or any state of the United States. Nothing in this Section 8.10 shall
preclude, or be deemed to estop the Servicer from taking or omitting to take
any action prior to such date in (i) any case or proceeding voluntarily filed
or commenced by or on behalf of the Trust under or pursuant to any such law or
(ii) any involuntary case or proceeding pertaining to the Trust which is filed
or commenced by or on behalf of a Person other than the Trust (or any Person to
which Trip or the Trust shall have assigned, transferred or otherwise conveyed
any part of the obligations of the Trust hereunder) under or pursuant to any
such law.

SECTION 8.11. Limitation of Liability of the Owner Trustee.
Notwithstanding anything contained herein to the contrary, this Agreement has
been executed by Chemical Bank Delaware not in its individual capacity but
solely in its capacity as Owner Trustee of the Trust and in no event shall
Chemical Bank Delaware in its individual capacity or, except as expressly
provided in the Trust Agreement, as Owner Trustee of the Trust have any
liability for the representations, warranties, covenants, agreements or other
obligations of the Trust hereunder or in any of the certificates, notices or
agreements delivered pursuant hereto, as to all of which recourse shall be had
solely to the assets of the Trust.

SECTION 8.12 Authority of the Administrator. Each of the parties to
this Agreement acknowledges that the Owner Trustee and the Trust has appointed
the Administrator to act as its agent to the extent set forth in the Basic
Documents. Unless otherwise instructed by the Owner Trustee or the Trust,
copies of all notices, requests, demands and other documents to be delivered to
the Owner Trustee or the Trust pursuant to the terms hereof shall

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<PAGE> 25
be delivered to the Administrator. Unless otherwise instructed by the Owner
Trustee or the Trust, all notices, requests, demands and other documents to be
executed or delivered, and any action to be taken, by the Owner Trustee or the
Trust pursuant to the terms hereof may be executed, delivered and/or taken by
the Administrator pursuant to the Administration Agreement.

[END OF PAGE]
[SIGNATURE PAGE FOLLOWS]

- 22 -
<PAGE> 26
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

NFC ASSET TRUST

By: Chemical Bank Delaware, not in its
individual capacity but solely as
Owner Trustee on behalf of the
Trust,

By: /s/ John Cashin
-----------------------------------
Name: John Cashin
Title: Senior Trust Officer

NAVISTAR FINANCIAL CORPORATION, as
Servicer

By: /s/ R.W. Cain
-----------------------------------
Name: R.W. Cain
Title: Vice President and Treasurer

Acknowledged and Accepted as to Sections
2.01, 2.02, 2.03 and 2.07 hereof:

Bankers Trust Company, not in
its individual capacity
but solely as Collateral Trustee,

By: /s/ Kathleen Boyd
-------------------------------
Name: Kathleen Boyd
Title: Vice President

- 23 -

<PAGE> 1

EXHIBIT 4.9
EXHIBIT H TO THE
LIQUIDITY AGREEMENT

RECEIVABLES PURCHASE AGREEMENT

BETWEEN

TRUCK RETAIL INSTALMENT PAPER CORP.,
AS SELLER

AND

NFC ASSET TRUST,
AS PURCHASER

DATED AS OF NOVEMBER 7, 1994

<PAGE> 2

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ARTICLE I
DEFINITIONS

SECTION 1.01. Certain Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.02. Other Definitional Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II
PURCHASE AND SALE OF RECEIVABLES

SECTION 2.01. Purchase and Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 2.02. The Closings; Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 2.03. Required Trust Interest Rate Caps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE III
REPRESENTATIONS AND WARRANTIES

SECTION 3.01. Representations and Warranties Regarding
Transferred Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 3.02. Representations and Warranties Regarding
Trip . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 3.03. Representations and Warranties of the
Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE IV
CONDITIONS TO PURCHASE AND SALE

SECTION 4.01. Conditions Precedent to the Trust's
Initial Purchase of Transferred Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 4.02. Conditions to Obligation of the Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 4.03. Conditions To Obligation of Trip . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE V
ADDITIONAL AGREEMENTS

SECTION 5.01. Initial UCC Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 5.02. Computer Files Marked . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 5.03. Protection of Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 5.04. Repurchase Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 5.05. Other Liens or Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 5.06. Limitation on Transfer of NITC Purchase
Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 5.07. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 5.08. Sale Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE VI
MISCELLANEOUS PROVISIONS

SECTION 6.01. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 6.02. Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 6.03. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 6.04. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 6.05. Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 6.06. Confidential Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 6.07. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 6.08. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
</TABLE>

<PAGE> 3
<TABLE>
<S> <C>
SECTION 6.09. Severability of Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 6.10. Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 6.11. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 6.12. No Third-Party Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 6.13. Merger and Integration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 6.14. Limitation of Liability of Owner
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 6.15. Authority of the Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Exhibit A Form of Assignment
Exhibit B Form of Trust Interest Rate Cap Assignment
</TABLE>

- ii -

<PAGE> 4

RECEIVABLES PURCHASE AGREEMENT

This Receivables Purchase Agreement (the "Agreement") is made as of November
7, 1994, between NFC ASSET TRUST, a Delaware business trust (the "Trust"), and
TRUCK RETAIL INSTALMENT PAPER CORP., a Delaware corporation ("Trip").

R E C I T A L S:

Trip desires to sell from time to time Retail Receivables and Lease
Receivables that it owns, together with certain related assets, to the Trust
and the Trust is willing to purchase such Receivables and related assets from
Trip on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing, the other good and
valuable consideration and the mutual terms and covenants herein contained, the
parties hereto agree as follows:

ARTICLE I
DEFINITIONS

SECTION 1.01. Certain Defined Terms. Capitalized terms used in the above
recitals and in this Agreement shall have the respective meanings assigned them
in Appendix A to the Liquidity Agreement dated as of the date hereof among the
Trust, certain financial institutions as lenders thereunder and Chemical Bank,
administrative agent for the Lenders, unless otherwise defined herein.

SECTION 1.02. Other Definitional Provisions. (a) Unless otherwise
specified therein, all terms defined in this Agreement shall have the defined
meanings when used in the Basic Documents or any certificate or other document
made or delivered pursuant hereto or thereto.

(b) As used herein and in the Basic Documents, and in any certificate or
other document made or delivered pursuant hereto, accounting terms not defined
in Section 1.01, and accounting terms partly defined in Section 1.01, to the
extent not defined, shall have the respective meanings given to them under
GAAP.

(d) The meanings given to terms defined herein shall be equally applicable
to both the singular and plural forms of such terms.

<PAGE> 5

ARTICLE II
PURCHASE AND SALE OF RECEIVABLES

SECTION 2.01. Purchase and Sale.

At such time or times as Trip may determine (each, a "Receivable Purchase
Date"), subject to the satisfaction of the conditions specified in Article IV,
Trip shall sell, transfer, assign and otherwise convey to the Trust, without
recourse, and the Trust (in such capacity as purchaser, "Purchaser") shall
purchase from Trip, all of Trip's right, title and interest in, to and under
the following assets (collectively, the "Transferred Assets"):

(a) the Receivables identified in the related Schedule of Trust
Receivables (the "Transferred Receivables") and all monies paid thereon
(including Liquidation Proceeds and, with respect to such Transferred
Receivables that are Lease Receivables, Residual Payments) and due thereunder
on and after the related Purchase Cutoff Date;

(b) the security interests (A) in Financed Vehicles granted by Obligors to
secure repayment of any such Transferred Receivable that is a Retail
Receivable (and, to the extent permitted by law, in any accessions thereto
that are financed by NFC) and (B) in Leased Vehicles granted by NLC pursuant
to the Lease Receivables Purchase Agreement and the related Lease Assignment
to secure payment of any such Transferred Receivable that is a Lease
Receivable (and, to the extent permitted by law, in any accessions thereto
which are financed by NLC);

(d) any proceeds from any Insurance Policies with respect to such
Transferred Receivables;

(e) any proceeds from Dealer Liability with respect to such Transferred
Receivables, proceeds from any NITC Purchase Obligations with respect to such
Transferred Receivables and proceeds from any Guaranties of such Transferred
Receivables;

(f) the Retail Receivables Purchase Agreement (other than Section 5.05
thereof), with respect to the Transferred Receivables, including, without
limitation, all amounts payable by NFC pursuant to Section 5.08 of the Retail
Receivables Purchase Agreement and all other monies due and to become due to
Trip thereunder or in connection therewith, whether payable as fees,
expenses, costs, indemnities, damages for the breach of the Retail
Receivables Purchase

- 2 -

<PAGE> 6

Agreement or otherwise, and all rights, remedies, powers, privileges and
claims of Trip under or with respect to the Retail Receivables Purchase
Agreement (whether arising pursuant to the terms of the Retail Receivables
Purchase Agreement or otherwise available to Trip at law or in equity),
including, without limitation, the right of Trip to enforce the obligations
of NFC thereunder (including the obligation to repurchase Warranty
Receivables under certain circumstances) and to give or withhold any and all
consents, requests, notices, directions, approvals, extensions or waivers
under or with respect to the Retail Receivables Purchase Agreement (it being
understood that such rights do not include the right to purchase from NFC
from time to time Retail Receivable Purchased Assets);

(g) the Lease Receivables Purchase Agreement (other than Section 5.05
thereof), with respect to the Transferred Receivables, including, without
limitation, all amounts payable by NLC pursuant to Section 5.08 of the Lease
Receivables Purchase Agreement and all other monies due and to become due to
Trip thereunder or in connection therewith, whether payable as fees,
expenses, costs, indemnities, damages for the breach of the Lease Receivables
Purchase Agreement or otherwise, and all rights, remedies, powers, privileges
and claims of Trip under or with respect to the Lease Receivables Purchase
Agreement (whether arising pursuant to the terms of the Lease Receivables
Purchase Agreement or otherwise available to Trip at law or in equity),
including, without limitation, the right of Trip to enforce the obligations
of NFC thereunder (including the obligation to repurchase Warranty
Receivables under certain circumstances) and to give or withhold any and all
consents, requests, notices, directions, approvals, extensions or waivers
under or with respect to the Lease Receivables Purchase Agreement (it being
understood that such rights do not include the right to purchase from NLC
from time to time Lease Receivable Purchased Assets);

(h) all Trust Interest Rate Caps heretofore and hereafter entered into by
Trip, including, without limitation, all monies due and to become due to Trip
thereunder or in connection therewith, whether payables as fees, expenses,
costs, indemnities, damages for the breach of such Trust Interest Rate Caps
or otherwise, and all rights, remedies, powers, privileges and claims of Trip
under or with respect to such Trust Interest Rate Caps (whether arising
pursuant to the terms of such Trust Interest Rate Caps or otherwise available
to Trip at law or in equity), including, without limitation, the right of the
Trust to enforce the obligations of the Counterparties thereunder and to give
or withhold any and all consents, requests, notices, directions, approvals,
extensions or

- 3 -

<PAGE> 7

waivers under or with respect to such Trust Interest Rate Caps; and

(i) the proceeds of any and all of the foregoing.

It is the intention of Trip that the transfer and assignment contemplated by
this Agreement shall constitute a sale of the Transferred Receivables from Trip
to the Trust and the beneficial interest in title to the Transferred
Receivables shall not be part of Trip's estate in the event of the filing of a
bankruptcy petition by or against Trip under any bankruptcy law. Trip and NFC
intend to treat such transfer and assignment as a sale for accounting and tax
purposes. Notwithstanding the foregoing, in the event a court of competent
jurisdiction determines that such transfer and assignment did not constitute
such a sale or that such beneficial interest is a part of Trip's estate, then
Trip shall be deemed to have granted to the Trust a first priority perfected
security interest in all of Trip's right, title and interest in, to and under
the assets conveyed pursuant to this Agreement, and Trip hereby grants such
security interest. For purposes of such grant, this Agreement shall constitute
a security agreement under the UCC.

SECTION 2.02. The Closings; Purchase Price. The consummation of each
purchase and sale contemplated by Section 2.01 (each, a "Transferred Receivable
Closing") shall take place on the related Receivable Purchase Date, and at such
place and at such time as Trip and the Purchaser may agree upon. At each
Transferred Receivable Closing, Trip shall execute and deliver to Purchaser an
assignment in the form attached hereto as Exhibit A (each, a "Assignment") with
the related Schedule of Trust Receivables, conveying the related Transferred
Assets to the Trust. At each Transferred Receivable Closing, in consideration
for transfer of the related Transferred Receivables and other Transferred
Assets to the Trust, the Trust shall pay to Trip an amount (the "Receivable
Purchase Price") equal to the Initial Net Trust Pool Balance for the Trust Pool
created on such Receivable Purchase Date plus interest thereon at a rate equal
to LIBO for such date plus 1% (calculated on the basis of a 365/366 day year
and actual days elapsed) for the period from the day as of which such Initial
Net Trust Pool Balance is calculated pursuant to the definition of Trust Pool
Balance through the Receivable Purchase Date. The Trust shall pay the
Receivable Purchase Price by (i) if such Transferred Receivables were Trip
Receivables as of the related Purchase Cutoff Date, first applying the amount
thereof to reduce (not below zero) the Financing Loan Principal Amount and (ii)
second, remitting the remainder (if any) of the Receivable Purchase Price in
accordance with Section 5.3(a)(xiii)(G) of the Collateral Trust Agreement.

SECTION 2.03. Required Trust Interest Rate Caps. (a) On or before each
Receivable Purchase Date, Trip shall enter into and assign to the Trust
interest rate cap agreements (each, a "Trust

- 4 -

<PAGE> 8

Interest Rate Cap") which, after giving effect to the transactions to be
consummated on such Receivable Purchase Date, satisfy the requirements
contained in subsection 2.03(b) with respect to the Trust Pool created on such
Receivable Purchase Date (the "Required Trust Interest Rate Caps").

(b) Trust Interest Rate Caps satisfying the requirements of this
subsection 2.03(b) with respect to any Trust Pool shall (i) be with an Eligible
Counterparty or Eligible Counterparties, (ii) have, in the aggregate, a
notional amount on the applicable Receivables Purchase Date that is at least
equal to the Trust Pool Balance on such date with respect to such Trust Pool
created on such Receivables Purchase Date, (iii) have, in the aggregate, a
notional amount on each Settlement Date thereafter that will equal or exceed
the scheduled Contract Values as of each such Settlement Date of the Eligible
Trust Receivables in such Trust Pool, and (iv) provide for monthly payments by
the Eligible Counterparty or Eligible Counterparties directly into the
Collateral Account.

(c) The Trust agrees that, at any time that it enters into a Trust Interest
Rate Cap, it shall execute and deliver to the Collateral Trustee an assignment
of all amounts payable to Trip under such Trust Interest Rate Cap substantially
in the form of Exhibit B (each a "Trust Interest Rate Cap Assignment").

ARTICLE III
REPRESENTATIONS AND WARRANTIES

SECTION 3.01. Representations and Warranties Regarding Transferred
Receivables. As of each Receivable Purchase Date, Trip represents and warrants
to the Trust as follows with respect to the Transferred Receivables for such
date:

(a) Eligible Receivables. Each such Transferred Receivable is an Eligible
Receivable.

(b) Schedule of Trust Receivables. The information regarding such
Transferred Receivables set forth in the related Schedule of Trust Receivables
is true and correct in all material respects.

(c) Title. Except as contemplated by the Basic Documents, none of such
Transferred Receivables has been sold, transferred, assigned or pledged by Trip
to any Person other than the Trust. Except as contemplated by the Basic
Documents, immediately prior to the transfer and assignment contemplated
herein, Trip had good title to each such Transferred Receivable free and clear
of all Liens (other than Permitted Liens) and, immediately upon the transfer
thereof, the Trust will have good title to each such Transferred Receivable,
free and clear of all Liens (other than

- 5 -

<PAGE> 9

Permitted Liens) and the transfer of such Transferred Receivable by Trip to the
Trust has been perfected under the UCC.

SECTION 3.02. Representations and Warranties Regarding Trip. Trip
represents and warrants to the Trust as of the date hereof and as of each
Receivable Purchase Date, that:

(a) Corporate Existence; Compliance With Law. Trip (i) is a duly organized
corporation, validly existing and in good standing under the laws of the State
of Delaware, (ii) has the corporate power and authority, and the legal right,
to own its assets and to transact the business in which it is engaged, (iii) is
duly qualified to do business and is in good standing under the laws of each
jurisdiction where its ownership or lease of property or the conduct of its
business requires such qualification and (iv) is in compliance with all
Requirements of Law, except in the case of (iii) and (iv) to the extent that
the failure to comply therewith or be so qualified would not reasonably be
expected to, in the aggregate, have a Material Adverse Effect with respect to
it.

(b) Power and Authority. Trip has the corporate power and authority, and
the legal right, to execute and deliver this Agreement and each other Basic
Document to which it is a party and to perform its obligations hereunder and
under such Basic Documents and has taken all necessary corporate action
required by applicable Requirements of Law to authorize the execution, delivery
and performance of this Agreement and the other Basic Documents to which it is
a party. Except as expressly contemplated in the Basic Documents, no consent
or authorization of, filing with or other act by or in respect of, any
Governmental Authority or any other Person (including, without limitation,
equity holders or creditors of Trip) is required in connection with the
execution, delivery, performance, validity or enforceability by or against Trip
of the Basic Documents to which it is a party. This Agreement has been, and
each other Basic Document to which it is a party will be, duly executed and
delivered on behalf of Trip. This Agreement constitutes, and each other Basic
Document to which it is a party, when executed and delivered, will constitute,
a legal, valid and binding obligation of Trip enforceable against Trip in
accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity or
at law).

(c) No Violation. The execution and delivery of this Agreement by Trip and
its performance of its obligations hereunder will not violate any Requirement
of Law or Contractual Obligation of Trip and will not result in, or require,
the creation or imposition of any Lien on any of its property, assets or
revenues pursuant to any such Requirement of Law or

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<PAGE> 10

Contractual Obligation other than the Liens contemplated by the Basic
Documents.

(d) No Material Litigation. No litigation or proceeding or, to the
knowledge of Trip, no investigation of or before any arbitrator or Governmental
Authority is pending or, to the knowledge of Trip, threatened by or against
Trip or against any of its properties or revenues (i) with respect to any of
the Basic Documents or any of the transactions contemplated thereby or (ii)
which would reasonably be expected to have a Material Adverse Effect with
respect to Trip.

(e) No Default. Trip is not in default under or with respect to any of its
Contractual Obligations which would reasonably be expected to have a Material
Adverse Effect with respect to it. No Wind-Down Event or Receivables Wind-Down
Event has occurred and is continuing.

(f) Security Interest. No Lien exists upon any of Trip's property, assets
or revenues, except for (i) Permitted Liens, (ii) the Liens created pursuant to
the Basic Documents, (iii) the Liens created on assets other than the Trip
Collateral in connection with a Permitted Transfer or (iv) Liens created on
assets other than the Trip Collateral pursuant to the Trip 1993 Purchase
Agreement; Trip is and will be the lawful owner of, and has and will have good
title to, all Trip Collateral free and clear of all Liens except Permitted
Liens and the Liens contemplated by the Basic Documents.

(g) Taxes. Trip has filed or cause to be filed all tax returns which are
required to be filed by Trip and has paid all taxes shown to be due and payable
on said returns or on any assessments made against it or any of its property
and all other taxes, fees or other charges imposed on it or any of its property
by any Governmental Authority (other than any the amount or validity of which
is currently being contested in good faith by appropriate proceedings and with
respect to which reserves in conformity with GAAP have been provided on the
books of Trip); no tax Lien has been filed and, to the knowledge of Trip, no
claim is being asserted, with respect to any such tax, fee or other charge.

(h) ERISA. No notice of a Lien arising under Title I or Title IV of ERISA
has been filed under Section 6323(a) of the Code (or any successor provision)
against, or otherwise affecting the assets of Trip.

(i) Investment Company Act. Trip is not an "investment company", or a
company "controlled" by an "investment company", within the meaning of the
Investment Company Act of 1940, as amended.

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<PAGE> 11

(j) Transferred Assets. This Agreement, together with the filing of the
UCC-1s provided for in Section 5.01, is effective to create in favor of the
Trust a valid first priority perfected security interest in the Transferred
Assets (except Permitted Liens), to the extent that it constitutes UCC
Collateral, and is enforceable as such against creditors of and purchasers from
Trip, except to the extent enforceability of such Lien may be limited by
applicable bankruptcy, insolvency, moratorium or other similar laws affecting
creditors' rights generally.

SECTION 3.03. Representations and Warranties of the Trust. The Trust hereby
represents and warrants to Trip as of the date hereof and as of each Receivable
Purchase Date:

(a) Trust Existence; Compliance With Law. The Trust (i) is a statutory
business trust duly organized, validly existing and in good standing under the
laws of the State of Delaware, (ii) has the power and authority, and the legal
right, to own its assets and to transact the business in which it is engaged,
(iii) is duly qualified to do business and is in good standing under the laws
of each jurisdiction where its ownership or lease of property or the conduct of
its business requires such qualification and (iv) is in compliance with all
Requirements of Law, except in the case of (iii) and (iv) to the extent that
the failure to comply therewith or be so qualified would not reasonably be
expected to, in the aggregate, have a Material Adverse Effect with respect to
it.

(b) Power and Authority. The Trust has the power and authority, and the
legal right, to execute and deliver this Agreement and to perform its
obligations hereunder and has taken all necessary action required by applicable
Requirements of Law to authorize the execution, delivery and performance of
this Agreement. Except as expressly contemplated herein, no consent or
authorization of, filing with, or other act by or in respect of, any
Governmental Authority or any other Person (including, without limitation,
equity holders or creditors of the Trust) is required in connection with the
execution, delivery, performance, validity or enforceability by or against the
Trust of this Agreement. This Agreement has been duly executed and delivered
on behalf of the Trust.

(c) Binding Obligation. This Agreement constitutes a legal, valid and
binding obligation of the Trust enforceable against the Trust in accordance
with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, or other similar laws affecting the
enforcement of creditors' rights in general and by general principles of
equity, regardless of whether such enforceability is considered in a proceeding
in equity or at law.

(d) No Violation. The execution and delivery of this Agreement by the Trust
and its performance of its obligations

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<PAGE> 12

hereunder will not violate any Requirement of Law or Contractual Obligation of
the Trust and will not result in, or require, the creation or imposition of any
Lien on any of its property, assets or revenues pursuant to any such
Requirement of Law or Contractual Obligation, other than as contemplated by the
Basic Documents.

(e) No Material Litigation. No litigation or proceeding or, to the
knowledge of the Trust, no investigation of or before any arbitrator or
Governmental Authority is pending or, to the knowledge of the Trust, threatened
by or against the Trust or against any of its properties or revenues (i) with
respect to any of the Basic Documents or any of the transactions contemplated
thereby or (ii) which would reasonably be expected to have a Material Adverse
Effect with respect to the Trust.

ARTICLE IV
CONDITIONS TO PURCHASE AND SALE

SECTION 4.01. Conditions Precedent to the Trust's Initial Purchase of
Transferred Receivables. The obligation of the Trust to purchase from Trip
Transferred Receivables and the related Transferred Assets on the initial
Receivable Purchase Date from Trip is subject to the satisfaction of the
following conditions:

(a) Agreement. The Administrator, on behalf of the Trust, shall have
received this Agreement, duly executed and delivered by the Owner Trustee and
Trip.

(b) Servicing Agreement. The Administrator, on behalf of the Trust, shall
have received the Trust Servicing Agreement, duly executed and delivered by the
Owner Trustee and Trip.

(d) Certificate of Incorporation; By-laws. The Administrator, on behalf of
the Trust, shall have received a true and complete copy of the certificate of
incorporation of Trip, certified as a true and correct copy thereof by the
Secretary of State of the State of Delaware, and a true and complete copy of
the by-laws of Trip, certified as a true and correct copy thereof by the
Secretary or an Assistant Secretary of Trip.

(e) Resolutions. The Administrator, on behalf of the Trust, shall have
received copies of duly adopted resolutions of the Board of Directors of Trip
as in effect on the Effective Date and in form and substance reasonably
satisfactory to the Administrator authorizing the execution, delivery and
performance of this Agreement, the documents to be delivered by Trip hereunder
and the transactions contemplated hereby and thereby, certified by the
Secretary or an Assistant Secretary of Trip.

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<PAGE> 13

(f) Incumbency Certificate. The Administrator, on behalf of the Trust,
shall have received a certificate as to the incumbency and signature of the
officers of Trip authorized to sign this Agreement, on behalf of Trip, together
with evidence of the incumbency of such Secretary or Assistant Secretary,
certified by the Secretary or Assistant Secretary of Trip.

(g) Representations and Warranties. The Administrator, on behalf of the
Trust, shall have received a certificate of a Responsible Officer of Trip to
the effect that all representations and warranties of Trip contained in
Sections 3.01 and 3.02, or in any certificate delivered in connection with this
Agreement (other than those made as of a specified date specified therein) are
true and correct in all material respects and with the same force and effect as
though such representations and warranties had been made as of such date.

(h) Deliveries from Trust Servicer. The Administrator, on behalf of the
Trust, shall have received documents from the Trust Servicer analogous to those
required of Trip under subsections (d), (e), (f) and (g) of this Section 4.01.

SECTION 4.02. Conditions to Obligation of the Trust. The obligation of the
Trust to purchase Transferred Receivables and the related Transferred Assets to
be purchased hereunder on any Receivable Purchase Date is subject to the
satisfaction of the following conditions:

(a) all representations and warranties of Trip contained in this Agreement
and in the other Basic Documents shall be true and correct in all material
respects with the same force and effect as though such representations and
warranties had been made on and as of such day;

(b) each of the conditions precedent to the purchase of such Transferred
Receivables specified in subsection 5.6 of the Liquidity Agreement shall have
been satisfied;

(c) Trip shall have executed and delivered to the Administrator, on behalf
of the Trust, an Assignment conveying such Transferred Assets to the Trust;

(d) Trip shall have provided such other documents and take such other
actions as the Trust may reasonably request;

(e) no Trust Servicer Default shall have occurred and be continuing; and

(f) no Receivables Termination Event shall have occurred and be continuing.

SECTION 4.03. Conditions To Obligation of Trip. The obligation of Trip to
sell to the Trust the Transferred Assets to

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<PAGE> 14

be sold hereunder on any Receivable Purchase Date is subject to the
satisfaction of the following conditions:

(a) the representations and warranties of the Trust in Section 3.03 shall be
true and correct on such Receivable Purchase Date with the same effect as if
then made, and the Trust shall have performed all obligations with respect to
such Transferred Receivables to be performed by it hereunder on or prior to
such date; and

(b) the Trust shall have paid to Trip the related Receivable Purchase Price
as provided in Section 2.02 of this Agreement.

ARTICLE V
ADDITIONAL AGREEMENTS

SECTION 5.01. Initial UCC Filings. On or prior to the initial Receivable
Purchase Date, Trip shall record and file, at its own expense, a UCC-1
financing statement in each jurisdiction in which required by applicable law,
executed by Trip as seller or debtor, naming the Trust as purchaser or secured
party, naming as collateral the Transferred Assets to be purchased and sold
hereunder from time to time, meeting the requirements of the laws of each such
jurisdiction and in such manner as is necessary to perfect under the UCC the
sale, transfer, assignment and conveyance to Trip of such Transferred Assets
(to the extent constituting UCC Collateral). Trip shall deliver a file-stamped
copy, or other evidence satisfactory to the Trust of such filing, to the Trust
on or prior to the initial Receivable Purchase Date.

SECTION 5.02. Computer Files Marked. Trip shall, at its own expense, on or
prior to each Receivable Purchase Date, indicate in its computer files created
in connection with the Transferred Receivables for such Receivable Purchase
Date that such Transferred Receivables have been sold to the Trust pursuant to
this Agreement.

SECTION 5.03. Protection of Title.

(a) Trip shall execute and file such financing statements, and cause to be
executed and filed such continuation and other statements, all in such manner
and in such places as may be required by law fully to perfect and preserve the
sale hereunder to the Trust of the Transferred Receivables and the related
Transferred Assets and in the proceeds thereof. Trip shall deliver (or cause
to be delivered) to the Trust file- stamped copies of, or filing receipts for,
any document filed as provided above, as soon as available following such
filing.

(b) Trip shall not change its name, identity or corporate structure in any
manner that would, could or might make any

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<PAGE> 15

financing statement or continuation statement filed by Trip in accordance with
Section 5.01 or 5.03(a) seriously misleading within the meaning of Section
9-402(7) of the UCC, unless it shall have given the Trust at least 60 days
prior written notice thereof and shall file such financing statements or
amendments as may be necessary to continue the perfection of the Trust's
interest in all Transferred Receivables and Transferred Assets sold hereunder.

(c) Trip hereby represents and warrants that its chief place of business and
principal executive office, and the place where its principal records
pertaining to the Transferred Receivables and the related Transferred Assets
are kept, is located at 2850 West Golf Road, Rolling Meadows, Illinois 60008.
Trip shall give the Trust at least 60 days prior written notice of any
relocation of its principal executive office if, as a result of such
relocation, the applicable provisions of the UCC would require the filing of
any amendment of any previously filed financing or continuation statement or of
any new financing statement. Trip shall at all times maintain each office from
which it services Transferred Receivables and its principal executive office
within the United States of America.

SECTION 5.04. Repurchase Events. (a) Trip hereby covenants and agrees with
the Trust that in the event of (i) a breach of any of Trip's representations
and warranties contained in Section 3.01 hereof with respect to any Transferred
Receivable, unless such breach shall have been cured in all material respects,
or (ii) a breach by Trip of Section 5.06 hereof with respect to any Transferred
Receivable, which breach has a material adverse effect on the Trust's interest
in such Transferred Receivable, Trip will repurchase (or, if such breach is
also a breach of Section 3.01 or 5.05 of the Retail Receivables Purchase
Agreement or the Lease Receivables Purchase Agreement, will cause NFC or NLC,
as appropriate, to repurchase under Section 5.08 of the Retail Receivables
Purchase Agreement, or Lease Receivables Purchase Agreement, as appropriate)
such Transferred Receivable from the Trust as of the last day of the Monthly
Period during which Trip discovered or received notice of such breach, by
delivery to the Collateral Trustee for deposit in the Collateral Account an
amount equal to the Warranty Payment for such Transferred Receivable. It is
understood and agreed that the obligation of Trip to repurchase (or to cause
the repurchase by NFC or NLC) any Transferred Receivable as to which a breach
has occurred and is continuing shall, if such obligation is fulfilled,
constitute the sole remedy against Trip, NFC or NLC for such breach available
to the Trust or the Collateral Trustee.

(b) Upon receipt of the Warranty Payment with respect to a Trust Receivable
which is a Warranty Receivable, each of the Trust and the Collateral Trustee
shall assign, without recourse, representation or warranty, to Trip, NFC or
NLC, as the case may be, all of such Person's right, title and interest in, to
and

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<PAGE> 16

under (i) such Warranty Receivable and all monies due thereon, (ii) the
security interests in the related Vehicles and, to the extent permitted by law,
any accessions thereto which are financed by NFC or NLC, (iii) benefits of any
lease assignments with respect to the Vehicles, (iv) proceeds from any
Insurance Policies with respect to such Warranty Receivable, (v) proceeds from
Dealer Liability with respect to such Warranty Receivable, proceeds from any
NITC Purchase Obligations with respect to such Warranty Receivable and proceeds
from any Guaranties of such Warranty Receivable, (vi) proceeds of the property
described in clauses (i), (ii) and (iii) above and (vii) the rights under the
Retail Receivable Purchase Agreement or Lease Receivable Purchase Agreement,
as applicable, with respect to such Warranty Receivable, such assignment being
an assignment outright and not for security. Upon the assignment of such
Warranty Receivable described in the preceding sentence, Trip, NFC or NLC, as
the case may be, shall own such Warranty Receivable, and all such security and
documents, free of any further obligations to the Trust with respect thereto.

SECTION 5.05. Other Liens or Interests. Except for the conveyances
hereunder and as contemplated by the Basic Documents, Trip shall not sell,
pledge, assign or transfer Transferred Assets to any other Person, or grant,
create, incur, assume or suffer to exist any Lien thereon (except Permitted
Liens) and Trip shall defend the right, title and interest of the Trust in, to
and under all Transferred Assets against all claims of third parties (other
than Permitted Liens) claiming through or under Trip.

SECTION 5.06. Limitation on Transfer of NITC Purchase Obligations. The
Trust acknowledges and agrees that the rights pursuant to the NITC Purchase
Obligations are personal to NFC, and only the proceeds of such rights have been
assigned to the Trust. The Trust is not and is not intended to be (and none of
the Owner Trustee, the Collateral Trustee nor any Lender is or is intended to
be) a third-party beneficiary of such rights and, accordingly, such rights will
not be exercisable by, enforceable by or for the benefit of, or preserved for
the benefit of, the Trust, the Owner Trustee, the Collateral Trustee or any
Lender.

SECTION 5.07. Financial Statements. Trip shall furnish to the Trust as soon
as available, but in any event within 100 days after the end of each fiscal
year, commencing with fiscal year 1995, a statement of financial condition of
Trip as of the end of such fiscal year and the related statements of income and
retained earnings and cash flows for such fiscal year, setting forth
(commencing in fiscal year 1996) in comparative form the figures for the
previous fiscal year.

SECTION 5.08. Sale Treatment. Trip intends to treat the transfer and
assignment described herein as a sale for accounting and tax purposes.

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<PAGE> 17

ARTICLE VI
MISCELLANEOUS PROVISIONS

SECTION 6.01. Amendment. Subject to subsection 10.1(b) of the Liquidity
Agreement, this Agreement may be amended from time to time by a written
amendment duly executed and delivered by Trip and the Trust, with the prior
written consent of the Administrator, on behalf of the Trust, the
Administrative Agent and the Majority Lenders; provided, however, that no such
amendment shall increase or reduce in any manner the amount of, or accelerate
or delay the timing of, collections of payments on Transferred Receivables or
payments that are required to be made to the Trust without the prior written
consent of each Lender; and provided, further, that no amendment, waiver,
supplement, restatement, discharge or termination hereunder shall be made
without a confirmation by each of the Rating Agencies that such action will not
result in a withdrawal or downgrade of the then current ratings of the
outstanding Commercial Paper Notes and Trust Certificates.

SECTION 6.02. Survival. The representations, warranties and covenants of
Trip and of the Trust set forth in this Agreement shall remain in full force
and effect and shall survive each Transferred Receivable Closing under Section
2.02 hereof and any related transfer under the Collateral Trust Agreement or
other Basic Documents.

SECTION 6.03. Notices. Except where telephonic instructions or notices are
authorized herein to be given, all notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing and, unless
otherwise expressly provided herein, shall be deemed to have been duly given or
made when delivered by hand or by overnight courier, or, in the case of
telecopy notice, when received, addressed as follows or to such address or
other address as may be hereafter notified by the respective parties hereto:

Trip: TRUCK RETAIL INSTALMENT PAPER CORP.
c/o Navistar Financial Corporation
2850 West Golf Road
Rolling Meadows, Illinois 60008
Attention: General Counsel
Telecopy: (708) 734-4090

The Trust: NFC ASSET TRUST
c/o Chemical Bank Delaware
1201 Market Street
Wilmington, DE 19801
Attention: Corporate Trustee
Administration
Telecopy: (302) 984-4889

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<PAGE> 18

in each case,
with a copy to: NAVISTAR FINANCIAL CORPORATION
2850 West Golf Road
Rolling Meadows, Illinois 60008
Attention: General Counsel
Telecopy: (708) 734-4090

SECTION 6.04. GOVERNING LAW. ALL QUESTIONS CONCERNING THE
CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS AGREEMENT AND THE ASSIGNMENT
SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF ILLINOIS, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR
CONFLICT PROVISION OR RULE (WHETHER OF THE STATE OF ILLINOIS OR ANY OTHER
JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION
OTHER THAN THE STATE OF ILLINOIS.

SECTION 6.05. Waivers. No failure or delay on the part of any party
in exercising any power, right or remedy under this Agreement or any Assignment
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power, right or remedy preclude any other or further exercise thereof
or the exercise of any other power, right or remedy.

SECTION 6.06. Confidential Information. The Trust agrees that it
shall neither use nor disclose to any person the names and addresses of the
Obligors, except in connection with the enforcement of the Trust's rights
hereunder, under the Transferred Receivables, under the Basic Documents or as
required by law.

SECTION 6.07. Headings. The various headings in this Agreement are
for purposes of reference only and shall not affect the meaning or
interpretation of any provision of this Agreement.

SECTION 6.08. Counterparts. This Agreement 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 6.09. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall for any
reason whatsoever be held invalid, then such covenants, agreements, provisions
or terms shall be deemed enforceable to the fullest extent permitted, and if
not so permitted, shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect
the validity or enforceability of the other provisions of this Agreement.

SECTION 6.10. Assignment. Trip acknowledges that the Trust will,
pursuant to the Collateral Trust Agreement and the other Basic Documents,
collaterally assign its rights hereunder and with respect to the Transferred
Assets to the Collateral Trustee,

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<PAGE> 19

subject to the terms and conditions of the Basic Documents, and hereby consents
to such assignment. The Trust acknowledges the rights granted by Trip to NFC
pursuant to the Intercompany Agreement. Except as provided in the foregoing
sentence or as expressly permitted herein, no party may assign its rights
hereunder without the other party's prior written consent. The party granting
any such consent shall give notice thereof to the Rating Agencies.

SECTION 6.11. Further Assurances. Trip and the Trust agree to do
and perform, from time to time, any and all acts and to execute any and all
further instruments required or reasonably requested by the other more fully to
effect the purposes of this Agreement, including the execution of any financing
statements or continuation statements relating to any Transferred Receivables
purchased hereunder for filing under the provisions of the UCC of any
applicable jurisdiction.

SECTION 6.12. No Third-Party Beneficiaries. Except as specifically
set forth herein, this Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective successors and permitted assigns.
Except as otherwise expressly provided in this Agreement, no other Person shall
have any right or obligation hereunder.

SECTION 6.13. Merger and Integration. Except as specifically stated
otherwise herein, this Agreement sets forth the entire understanding of the
parties relating to the subject matter hereof, and all prior understandings,
written or oral, are superseded by this Agreement.

SECTION 6.14. Limitation of Liability of Owner Trustee.
Notwithstanding anything contained herein to the contrary, this Agreement has
been executed by Chemical Bank Delaware not in its individual capacity but
solely in its capacity as Owner Trustee of the Trust and in no event shall
Chemical Bank Delaware in its individual capacity or, except as expressly
provided in the Trust Agreement, as Owner Trustee of the Trust, have any
liability for the representations, warranties, covenants, agreements or other
obligations of the Trust hereunder or in any of the certificates, notices or
agreements delivered pursuant hereto, as to all of which recourse shall be had
solely to the assets of the Trust.

SECTION 6.15. Authority of the Administrator. Each of the parties
to this Agreement acknowledges that the Owner Trustee and the Trust has
appointed the Administrator to act as its agent to the extent set forth in the
Basic Documents. Unless otherwise instructed by the Owner Trustee or the
Trust, copies of all notices, requests, demands and other documents to be
delivered to the Owner Trustee or the Trust pursuant to the terms hereof shall
be delivered to the Administrator. Unless otherwise instructed by the Owner
Trustee and the Trust or the Trust, all notices, requests, demands and other
documents to be executed or

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<PAGE> 20

delivered, and any action to be taken, by the Owner Trustee or the Trust
pursuant to the terms hereof may be executed, delivered and/or taken by the
Administrator pursuant to the Administration Agreement.

[END OF PAGE] [SIGNATURE PAGE FOLLOWS]

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<PAGE> 21

IN WITNESS WHEREOF, the parties hereby have executed this Agreement as
of the date and year first above written.

TRUCK RETAIL INSTALMENT PAPER CORP.

By: /s/ R.W. Cain
-----------------------------------
Name: R.W. Cain
Title: Vice President and Treasurer

NFC ASSET TRUST

By: Chemical Bank Delaware, not in its
individual capacity but
solely as Owner Trustee on
behalf of the Trust.

By: /s/ R.W. Cain
-----------------------------------
Name: R.W. Cain
Title: Vice President and Treasurer

<PAGE> 1
EXHIBIT 4.10
EXHIBIT I TO THE
LIQUIDITY AGREEMENT

RETAIL RECEIVABLES PURCHASE AGREEMENT

BETWEEN

TRUCK RETAIL INSTALMENT PAPER CORP.

AND

NAVISTAR FINANCIAL CORPORATION

DATED AS OF NOVEMBER 7, 1994

<PAGE> 2
TABLE OF CONTENTS

<TABLE>
ARTICLE I
DEFINITIONS

<S> <C>
SECTION 1.01. Certain Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.02. Other Definitional Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II
PURCHASE AND SALE OF RETAIL RECEIVABLES

SECTION 2.01. Purchase and Sale of Retail Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 2.02. The Closings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE III
REPRESENTATIONS AND WARRANTIES

SECTION 3.01. Representations and Warranties Regarding
Retail Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 3.02. Representations and Warranties Regarding
NFC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 3.03. Representations and Warranties of Trip . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE IV
CONDITIONS

SECTION 4.01. Conditions Precedent to Trip's Initial Purchase of Retail Receivables . . . . . . . . . . . . . 6
SECTION 4.02. Conditions Precedent to Trip's Purchase of Retail Receivables . . . . . . . . . . . . . . . . . 7
SECTION 4.03. Conditions To Obligation of NFC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE V
ADDITIONAL AGREEMENTS

SECTION 5.01. Initial UCC Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 5.02. Computer Files Marked . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 5.03. Protection of Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 5.04. Other Liens or Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 5.05. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 5.06. Credit and Collection Policy; Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 5.07. Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 5.08. Repurchase Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 5.09. Further Assignments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 5.10. Pre-Closing Collections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 5.11. Limitation on Transfer of NITC Purchase Obligations . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 5.12. Sale Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE VI
MISCELLANEOUS PROVISIONS

SECTION 6.01. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 6.02. Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

</TABLE>

<PAGE> 3
<TABLE>
<S> <C>
SECTION 6.03. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 6.04. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 6.05. Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 6.06. Costs and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 6.07. Confidential Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 6.08. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 6.09. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 6.10. Severability of Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 6.11. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 6.12. No Third-Party Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 6.13. Merger or Consolidation of, or Assumption of the Obligations of, NFC . . . . . . . . . . . . . 15
SECTION 6.14. Merger and Integration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 6.15. No Petition Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
</TABLE>

Exhibit A Form of Retail Assignment
Exhibit B Form of Retail Receivable Purchase Date Schedule

ii
<PAGE> 4

RETAIL RECEIVABLES PURCHASE AGREEMENT

This Retail Receivables Purchase Agreement (the "Agreement") is made as of
November 7, 1994 by and between TRUCK RETAIL INSTALMENT PAPER CORP., a Delaware
corporation ("Trip"), and NAVISTAR FINANCIAL CORPORATION, a Delaware
corporation ("NFC").

Trip desires to purchase Retail Receivables and related assets from NFC from
time to time.

NFC is willing, on the terms, and subject to the conditions set forth herein,
to sell such Retail Receivables and related assets to Trip.

NOW, THEREFORE, in consideration of the foregoing, the other good and
valuable consideration and the mutual terms and covenants herein contained, the
parties hereto agree as follows:

ARTICLE I
DEFINITIONS

SECTION 1.01. Certain Defined Terms. Capitalized terms used in the above
recitals and in this Agreement shall have the respective meanings assigned them
in Appendix A to the Liquidity Agreement dated as of the date hereof among the
Trust, certain financial institutions as lenders thereunder (the "Lenders") and
Chemical Bank, administrative agent for the Lenders, unless otherwise defined
herein.

SECTION 1.02. Other Definitional Provisions. (a) Unless otherwise specified
therein, all terms defined in this Agreement shall have the defined meanings
when used in the Basic Documents or any certificate or other document made or
delivered pursuant hereto or thereto.

(b) As used herein and in the Basic Documents, and in any certificate or
other document made or delivered pursuant hereto, accounting terms not defined
in Section 1.01, and accounting terms partly defined in Section 1.01, to the
extent not defined, shall have the respective meanings given to them under
GAAP.

(d) The meanings given to terms defined herein shall be equally applicable
to both the singular and plural forms of such terms.

<PAGE> 5

ARTICLE II
PURCHASE AND SALE OF RETAIL RECEIVABLES

SECTION 2.01. Purchase and Sale of Retail Receivables. From time to time,
on such dates as are mutually agreeable to NFC and Trip (each, a "Retail
Receivable Purchase Date"), subject to the satisfaction of the conditions
specified in Article IV, NFC shall sell, transfer, assign and otherwise convey
to Trip, without recourse, and Trip shall purchase from NFC, all right, title
and interest in, to and under the following assets (the "Retail Receivable
Purchased Assets"):

(a) the Retail Receivables identified in the related Schedule of Retail
Receivables (the "Designated Retail Receivables") and all monies paid thereon
(including Liquidation Proceeds) and due thereunder on and after the related
Purchase Cutoff Date;

(b) the security interests in the Financed Vehicles granted by Obligors
pursuant to such Designated Retail Receivables and, to the extent permitted by
law, in any accessions thereto which are financed by NFC;

(c) the benefits of any lease assignments with respect to the Financed
Vehicles to which such Designated Retail Receivables relate;

(d) any proceeds from any Insurance Policies with respect to such Designated
Retail Receivables;

(e) any proceeds from Dealer Liability with respect to such Designated
Retail Receivables, proceeds from any NITC Purchase Obligations with respect to
such Designated Retail Receivables (subject to the limitations set forth in
Section 5.11) and proceeds from any Guaranties of such Designated Retail
Receivables; and

(f) any proceeds of the property described in clauses (a) through (e) above.

SECTION 2.02. The Closings. The consummation of each purchase and sale
contemplated by Section 2.01 (each, a "Retail Receivable Closing") shall take
place on the related Retail Receivable Purchase Date, and at such place and at
such time as NFC and Trip may agree upon. At each Retail Receivable Closing,
NFC shall execute and deliver to Trip an assignment (a "Retail Assignment") in
the form attached hereto as Exhibit A with respect to the Retail Receivable
Purchased Assets to be purchased and sold on such Retail Receivable Purchase
Date. In consideration for such Retail Receivable Purchased Assets, Trip shall
pay to NFC on such Retail Receivable Purchase Date an amount equal to the
aggregate Contract Value of the Designated Retail Receivables as of the related
Purchase Cutoff Date plus interest thereon at a rate per annum equal to LIBO
for such date

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<PAGE> 6
plus 1% (calculated on the basis of a 365/366 day year and actual days elapsed)
for the period from such Purchase Cutoff Date through such Retail Receivable
Purchase Date, provided that in no event shall such amount represent less than
the fair value of such Retail Receivable Purchased Assets (determined based on,
among other things, then prevailing interest rates) (the "Retail Receivable
Purchase Price"). A portion of the Retail Receivable Purchase Price equal to
the Retail Receivable Cash Purchase Price set forth on the related Retail
Receivable Purchase Date Schedule shall be paid to NFC in immediately available
funds and the remainder of the Retail Receivable Purchase Price shall be
recorded as an advance from NFC to Trip under the Retail Revolving Note.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

SECTION 3.01. Representations and Warranties Regarding Retail Receivables.
As of each Retail Receivable Purchase Date, NFC represents and warrants to Trip
as follows with respect to the Designated Retail Receivables for such date:

(a) Eligible Receivables. Each such Designated Retail Receivable is an
Eligible Receivable.

(b) Schedule of Receivables. The information regarding such Designated
Retail Receivables set forth in the related Schedule of Retail Receivables is
true and correct in all material respects.

(c) Title. Immediately prior to the transfer and assignment contemplated
herein, NFC had good title to each such Designated Retail Receivable free and
clear of all Liens (other than Permitted Liens and Liens that will be released
as of such transfer) and, immediately upon the transfer thereof, Trip will have
good title to each such Designated Retail Receivable, free and clear of all
Liens (other than Permitted Liens and Liens created pursuant to the Basic
Documents) and the transfer of such Designated Retail Receivable by NFC to Trip
has been perfected under the UCC.

SECTION 3.02. Representations and Warranties Regarding NFC. NFC represents
and warrants to Trip as of the date hereof and as of each Retail Receivable
Purchase Date (and, as applicable, with respect to the Designated Retail
Receivables for such date), that:

(a) Organization and Good Standing. NFC has been duly organized and is
validly existing as a corporation and in good standing under the laws of the
State of Delaware, with power and authority to own its properties and to
conduct its business as such properties are presently owned and such business
is presently conducted, and had at all relevant times, and now has,

3
<PAGE> 7
power, authority and legal right to acquire and own such Designated Retail
Receivables.

(b) Due Qualification. NFC is duly qualified to do business as a foreign
corporation in good standing, and has obtained all necessary licenses and
approvals, in all jurisdictions in which the ownership or lease of property or
the conduct of its business requires such qualification except to the extent
that the failure to comply therewith would not, in the aggregate, have a
Material Adverse Effect with respect to NFC.

(c) Power and Authority. NFC has the corporate power and authority to
execute and deliver this Agreement and to perform its obligations hereunder and
the execution, delivery and performance of this Agreement have been duly
authorized by NFC by all necessary corporate action on the part of NFC. NFC
has the corporate power and authority to sell and assign to Trip such
Designated Retail Receivables and the related Retail Receivable Purchased
Assets and has duly authorized such transfers by all necessary corporate action
on the part of NFC.

(d) Valid Sale; Binding Obligation. This Agreement, together with the
Retail Assignment for such Designated Retail Receivables and the related Retail
Receivable Purchased Assets, when duly executed and delivered, shall constitute
a valid sale, transfer and assignment of such Designated Retail Receivables and
the related Retail Receivable Purchased Assets, enforceable against creditors
of NFC and each of this Agreement and such Retail Assignment, when duly
executed and delivered, shall constitute a legal, valid and binding obligation
of NFC enforceable against NFC in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights in general and by general principles of equity, regardless of
whether such enforceability is considered in a proceeding in equity or at law.

(e) No Violation. The execution and delivery of this Agreement by NFC and
its performance of its obligations hereunder will not violate any Requirement
of Law or Contractual Obligation of NFC, and will not result in, or require,
the creation or imposition of any Lien upon any of its property or assets
pursuant to any such Requirement of Law or Contractual Obligation, other than
as contemplated by the Basic Documents.

(f) No Proceedings. There are no actions, proceedings or, to NFC's
knowledge, investigations pending or, to NFC's knowledge, threatened, before
any Governmental Authority (i) asserting the invalidity of this Agreement, (ii)
seeking to prevent the consummation of any of the transactions contemplated by
this Agreement, or (iii) seeking any determination or ruling that would
reasonably be expected to have a Material Adverse Effect with respect to NFC.

4
<PAGE> 8
(g) No Consent. Except as expressly contemplated by the Basic Documents, no
consent or authorization of, filing with, or other act by or in respect of, any
Governmental Authority or any other Person is required in connection with the
execution, delivery, performance, validity or enforceability against NFC of
this Agreement.

(h) No Default. NFC is not in default under or with respect to any of its
Contractual Obligations which would have a Material Adverse Effect with respect
to it.

(i) Taxes. All United States federal income tax returns filed by NFC (or by
NIC or NITC with respect to the consolidated group of which NFC is a member)
have been audited by the Internal Revenue Service and closed through the fiscal
year ended October 31, 1990. No notice of any Lien in respect of unpaid taxes
or assessments (other than a Permitted Lien) has been filed by any taxing
authority against, or otherwise affecting the assets of, NFC or any of its
subsidiaries and remains in effect.

(j) ERISA. No notice of a Lien arising under Title I or Title IV of ERISA
has been filed under Section 6323(a) of the Code (or any successor provision)
against, or otherwise affecting the assets of NFC.

(k) Solvency. NFC is, and after giving effect to the transactions
contemplated to occur on such date, will be, solvent.

SECTION 3.03. Representations and Warranties of Trip. Trip hereby
represents and warrants to NFC as of the date hereof and as of each Retail
Receivable Purchase Date (and, as applicable, with respect to the Designated
Retail Receivables for such date), that:

(a) Organization and Good Standing. Trip has been duly organized and is
validly existing as a corporation and in good standing under the laws of the
State of Delaware, with power and authority to own its properties and to
conduct its business as such properties are presently owned and such business
is presently conducted, and had at all relevant times, and now has, power,
authority and legal right to acquire and own such Designated Retail
Receivables.

(b) Due Qualification. Trip is duly qualified to do business as a foreign
corporation in good standing, and has obtained all necessary licenses and
approvals in all jurisdictions, in which the ownership or lease of property or
the conduct of its business requires such qualification except to the extent
that the failure to comply therewith would not have a Material Adverse Effect
with respect to Trip.

(c) Power and Authority. Trip has the corporate power and authority to
execute and deliver this Agreement and to perform its obligations hereunder and
the execution, delivery and

5
<PAGE> 9
performance of this Agreement have been duly authorized by all necessary
corporate action on the part of Trip.

(d) Binding Obligation. This Agreement constitutes a legal, valid and
binding obligation of Trip enforceable against Trip in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, or other similar laws affecting the enforcement of
creditors' rights in general and by general principles of equity, regardless of
whether such enforceability is considered in a proceeding in equity or at law.

(e) No Violation. The execution and delivery of this Agreement by Trip and
its performance of its obligations hereunder will not violate any Requirement
of Law or Contractual Obligation of Trip, and will not result in, or require,
the creation or imposition of any Lien upon any of its property or assets
pursuant to any such Requirement of Law or Contractual Obligation, other than
as contemplated by the Basic Documents.

(f) No Material Litigation. No litigation or proceeding or, to the
knowledge of Trip, investigation of or before any arbitrator or Governmental
Authority is pending or, to the knowledge of Trip, threatened by or against
Trip or against any of its properties or revenues (i) with respect to any of
the Basic Documents or any of the transactions contemplated thereby or (ii)
which would reasonably be expected to have a Material Adverse Effect with
respect to Trip.

(g) No Consent. Except as expressly contemplated by the Basic Documents, no
consent or authorization of, or filing with, or other act by or in respect of,
any Governmental Authority or any other Person is required in connection with
the execution, delivery, performance, validity or enforceability against Trip
of this Agreement.

ARTICLE IV
CONDITIONS

SECTION 4.01. Conditions Precedent to Trip's Initial Purchase of Retail
Receivables. The obligation of Trip to purchase from NFC Designated Retail
Receivables and the related Retail Receivable Purchased Assets on the initial
Retail Receivable Purchase Date is subject to the satisfaction of the following
conditions:

(a) Agreement. Trip shall have received this Agreement, duly executed and
delivered by NFC.

(b) Servicing Agreements. Trip shall have received the Trip Servicing
Agreement and the Trust Servicing Agreement, duly executed and delivered by
NFC.

6
<PAGE> 10
(c) Effective Date. The Effective Date shall have occurred.

(d) Certificate of Incorporation; By-laws. Trip shall have received a
true and complete copy of the certificate of incorporation of NFC, certified as
a true and correct copy thereof by the Secretary of State of the State of
Delaware, and a true and complete copy of the by-laws of NFC, certified as a
true and correct copy thereof by the Secretary or an Assistant Secretary of
NFC.

(e) Resolutions. Trip shall have received copies of duly adopted
resolutions of the Board of Directors of NFC as in effect on the Effective Date
and in form and substance reasonably satisfactory to Trip, authorizing the
execution, delivery and performance of this Agreement, the Trip Servicing
Agreement and the Trust Servicing Agreement, the documents to be delivered by
NFC hereunder and thereunder and the transactions contemplated hereby and
thereby, certified by the Secretary or an Assistant Secretary of NFC.

(f) Incumbency Certificate. Trip shall have received a certificate as to
the incumbency and signature of the officers of NFC authorized to sign this
Agreement, the Trip Servicing Agreement and the Trust Servicing Agreement on
behalf of NFC, together with evidence of the incumbency of such Secretary or
Assistant Secretary, certified by the Secretary or Assistant Secretary of NFC.

(g) Representations and Warranties. Trip shall have received a
certificate of a Responsible Officer of NFC to the effect that all
representations and warranties of NFC contained in Sections 3.01 and 3.02, in
Section 5.01 of the Trip Servicing Agreement, in Section 5.01 of the Trust
Servicing Agreement or in any certificate delivered in connection with this
Agreement, the Trip Servicing Agreement or the Trust Servicing Agreement (other
than those made as of a specified date specified therein) are true and correct
in all material respects and with the same force and effect as though such
representations and warranties had been made as of such date.

SECTION 4.02. Conditions Precedent to Trip's Purchase of Retail Receivables.
The obligation of Trip to purchase Designated Retail Receivables and the
related Retail Receivable Purchased Assets to be purchased hereunder on any
Retail Receivable Purchase Date is subject to the satisfaction of the following
conditions:

(a) Representations and Warranties True. The representations and
warranties of NFC hereunder with respect to such Designated Retail Receivables
shall be true and correct on and as of such Retail Receivable Purchase Date
with the same effect as if then made, and NFC shall have performed all
obligations with respect to such Designated Retail Receivables to be performed
by it hereunder on or prior to such date.

7
<PAGE> 11
(b) Nonoccurrence of Certain Events. No Retail Receivable Purchase
Termination Event, Trip Servicer Default or Trust Servicer Default (unless such
Trip Servicer Default or Trust Servicer Default shall have been waived as
provided in the Trip Servicing Agreement or the Trust Servicing Agreement, as
appropriate) shall have occurred on or prior to such Retail Receivable Purchase
Date.

(i) Retail Receivable Purchase Date Schedule. NFC shall have
executed and delivered the related Retail Receivable Purchase Date
Schedule.

(ii) The Retail Assignment. NFC shall have executed and delivered the
related Retail Assignment.

(iii) Other Documents. NFC shall have provided such other documents
as Trip may reasonably request.

SECTION 4.03. Conditions To Obligation of NFC. The obligation of NFC to
sell to Trip the Designated Retail Receivables to be sold hereunder on any
Retail Receivable Purchase Date is subject to the satisfaction of the following
conditions:

(a) Representations and Warranties True. The representations and
warranties of Trip hereunder with respect to such Designated Retail Receivables
shall be true and correct on such Retail Receivable Purchase Date with the same
effect as if then made, and Trip shall have performed all obligations with
respect to such Designated Retail Receivables to be performed by it hereunder
on or prior to such date.

(b) Retail Receivable Purchase Date Schedule. At or prior to such Retail
Receivable Closing, Trip shall have executed and delivered the related Retail
Receivable Purchase Date Schedule.

(c) Retail Receivable Purchase Price. Trip shall have paid to NFC the
related Retail Receivable Purchase Price as provided in Section 2.02 of this
Agreement.

ARTICLE V
ADDITIONAL AGREEMENTS

SECTION 5.01. Initial UCC Filings. On or prior to the initial Retail
Receivable Purchase Date, NFC shall record and file, at its own expense, a
UCC-1 financing statement in each jurisdiction in which required by applicable
law, executed by NFC as seller or debtor, naming Trip as purchaser or secured
party, naming as collateral the Retail Receivable Purchased Assets to be
purchased and sold hereunder from time to time, meeting the requirements of the
laws of each such jurisdiction and in such

8
<PAGE> 12
manner as is necessary to perfect under the UCC the sale, transfer, assignment
and conveyance to Trip of such Retail Receivable Purchased Assets (to the
extent constituting UCC Collateral). NFC shall deliver a file-stamped copy, or
other evidence satisfactory to Trip of such filing, to Trip on or prior to the
initial Retail Receivable Purchase Date hereunder.

SECTION 5.02. Computer Files Marked. NFC shall, at its own expense, on or
prior to each Retail Receivable Purchase Date, indicate in its computer files
created in connection with the Designated Retail Receivables for such Retail
Receivable Purchase Date that such Designated Retail Receivables have been sold
to Trip pursuant to this Agreement.

SECTION 5.03. Protection of Title.

(a) NFC shall execute and file such financing statements, and cause to be
executed and filed such continuation and other statements, all in such manner
and in such places as may be required by law fully to perfect and preserve the
sale hereunder to Trip of the Designated Retail Receivables and the related
Retail Receivable Purchased Assets and in the proceeds thereof and hereby
authorizes Trip to file financing statements and amendments thereto and
continuation statements relative to all or any part thereof without the
signature of NFC where permitted by law. NFC shall deliver (or cause to be
delivered) to Trip file-stamped copies of, or filing receipts for, any document
filed as provided above, as soon as available following such filing.

(b) NFC shall not change its name, identity or corporate structure in any
manner that would, could or might make any financing statement or continuation
statement filed by NFC in accordance with Section 5.01 or 5.03(a) seriously
misleading within the meaning of Section 9-402(7) of the UCC, unless it shall
have given Trip at least 60 days prior written notice thereof and shall file
such financing statements or amendments as may be necessary to continue the
perfection of Trip's interest in all Retail Receivable Purchased Assets sold
hereunder.

(c) NFC hereby represents and warrants that its chief place of business and
principal executive office, and the place where its principal records
pertaining to the Designated Retail Receivables and the related Retail
Receivable Purchased Assets are kept, is located at 2850 West Golf Road,
Rolling Meadows, Illinois 60008. NFC shall give Trip at least 60 days prior
written notice of any relocation of its principal executive office if, as a
result of such relocation, the applicable provisions of the UCC would require
the filing of any amendment of any previously filed financing or continuation
statement or of any new financing statement. NFC shall at all times maintain
each office from which it services Retail Receivables and its principal
executive office within the United States of America.

9
<PAGE> 13
SECTION 5.04. Other Liens or Interests. Except for the conveyances
hereunder and as contemplated by the Basic Documents, NFC shall not sell,
pledge, assign or transfer any Retail Receivable Purchased Assets to any other
Person, or grant, create, incur, assume or suffer to exist any Lien thereon
(except Permitted Liens) and NFC shall defend the right, title and interest of
Trip in, to and under all Retail Receivable Purchased Assets sold hereunder
against all claims of third parties (other than Permitted Liens) claiming
through or under NFC.

SECTION 5.05. Indemnification. NFC shall indemnify Trip for any liability
as a result of the failure of a Retail Receivable transferred hereunder to be
originated in compliance with all requirements of law and for any breach of any
of its representations and warranties with respect thereto contained herein
unless such breach shall be cured in all material respects. This indemnity
obligation shall be in addition to any obligation that NFC may otherwise have.

SECTION 5.06. Credit and Collection Policy; Contracts.

(a) From and after the Effective Date, NFC shall not make any change or
modification to the credit criteria applied in respect of the origination of
the Designated Retail Receivables or the credit review process followed in
connection with the origination of the Designated Retail Receivables
(collectively, the "Credit and Collection Policy"), that could reasonably be
expected to have a material adverse effect on the Lenders.

(b) NFC shall not make any change or modification to the terms of the
Contracts that could reasonably be expected to have a material adverse effect
on the Lenders.

SECTION 5.07. Financial Statements. NFC shall furnish to Trip:

(a) as soon as available, but in any event within 100 days after the end
of each fiscal year, commencing with fiscal year 1994, (i) a statement of
consolidated financial condition of NFC and its consolidated subsidiaries as of
the end of such fiscal year and the related statements of consolidated income
and retained earnings and consolidated cash flows for such fiscal year, setting
forth in comparative form the figures for the previous fiscal year, all
certified (without limitation as to scope imposed by NFC) by Deloitte and
Touche or other independent public accountants of nationally recognized
standing and (ii) a consolidating statement of financial condition of NFC and
its consolidated subsidiaries as of the end of such fiscal year and the related
consolidating statements of income and retained earnings for such fiscal year,
in each case setting forth in comparative form the figures for the previous
fiscal year, certified, in the case of the foregoing consolidating financial
statements, by the president, any vice president, the treasurer or the
controller of NFC as to fairness of presentation and to the effect that such
consolidating financial statements are the

10
<PAGE> 14
financial statements on the basis of which the consolidated financial
statements referred to in clause (i) of this subsection were prepared; and

(b) as soon as available, but in any event not later than 55 days after
the end of each of the first three quarterly periods of each fiscal year of
NFC, (i) a statement of consolidated financial condition of NFC and its
consolidated subsidiaries as of the end of such quarter, (ii) the related
statement of consolidated income and retained earnings for such quarter, (iii)
the related statements of consolidated income and retained earnings and
consolidated cash flows for the portion of the fiscal year ended at the end of
such fiscal quarter and (iv) a consolidating statement of financial condition
of NFC and its consolidated subsidiaries as of the end of such fiscal quarter
and the related consolidating statements of income and retained earnings for
such fiscal quarter and the related consolidating statements of income and
retained earnings for the portion of the fiscal year ended at the end of such
fiscal quarter, setting forth, in each case, in comparative form the figures
for the previous fiscal quarter and the corresponding portion of the previous
fiscal year, certified (subject to normal year-end adjustments) by the
president, any vice president, the treasurer or the controller of NFC (x) in
the case of such consolidated financial statements as to fairness of
presentation and consistency and (y) in the case of such consolidating
financial statements, as to fairness of presentation and to the effect that
such consolidating financial statements are the financial statements on the
basis of which the consolidated financial statements referred to in clause (i),
(ii) and (iii) of this subsection were prepared.

SECTION 5.08. Repurchase Events. (a) NFC hereby covenants and agrees with
Trip for the benefit of Trip and the Trust that in the event of (i) a breach of
any of NFC's representations and warranties contained in Section 3.01 hereof
with respect to any Designated Retail Receivable, unless such breach shall have
been cured in all material respects, or (ii) a breach by NFC of Section 5.04
hereof with respect to any Designated Retail Receivable, which breach has a
material adverse effect on Trip's interest (or if such Designated Retail
Receivable is a Trust Receivable, on the Trust's interest) in such Designated
Retail Receivable, NFC will repurchase such Designated Retail Receivable from
Trip (or, if such Designated Retail Receivable is a Trust Receivable, from the
Trust) as of the last day of the Monthly Period during which NFC discovered or
received notice of such breach, by delivering to the Collateral Trustee for
deposit in the Collateral Account on the related Settlement Date immediately
following such Monthly Period an amount equal to the Warranty Payment for such
Designated Retail Receivable. It is understood and agreed that the obligation
of NFC to repurchase any Designated Retail Receivable as to which a breach has
occurred and is continuing shall, if such obligation is fulfilled, constitute
the sole remedy against NFC for such breach available to Trip or the Trust.

11
<PAGE> 15
(b) Upon receipt of the Warranty Payment with respect to a Trip Receivable
which is a Warranty Receivable, Trip shall assign, without recourse,
representation or warranty, to NFC all of Trip's right, title and interest in,
to and under (i) such Warranty Receivable and all monies due thereon, (ii) the
security interests in the related Financed Vehicle or Vehicles and, to the
extent permitted by law, in any accessions thereto which are financed by NFC,
(iii) benefits of any lease assignments with respect to such Financed Vehicles,
(iv) any proceeds from any Insurance Policies with respect to such Warranty
Receivable, (v) any proceeds from Dealer Liability with respect to such
Warranty Receivable, proceeds from any NITC Purchase Obligations with respect
to such Warranty Receivable and proceeds from any Guaranties of such Warranty
Receivable, (vi) proceeds of the property described in clauses (i) through (v)
above and (vii) this Agreement and the Trip Servicing Agreement with respect to
such Warranty Receivable, such assignment being an assignment outright and not
for security. Upon the assignment of such Warranty Receivable and related
rights, NFC shall own such Warranty Receivable and all such security and
documents, free of any further obligations to Trip with respect thereto. If in
any proceeding it is held that NFC may not enforce a Warranty Receivable on the
ground that it is not a real party in interest or a holder entitled to enforce
the Warranty Receivable, Trip shall, at NFC's expense, take such steps as NFC
deems necessary to enforce the Warranty Receivable, including bringing suit in
the name of such Person.

SECTION 5.09. Further Assignments. NFC acknowledges that Trip shall from
time to time, sell, pledge, assign or transfer all of its right, title and
interest in the Designated Retail Receivables and its rights hereunder to the
Trust pursuant to the Financing Loan and Security Agreement or the Receivables
Purchase Agreement, as the case may be, and that the Trust shall in turn
further sell, pledge, assign or transfer its rights in such Designated Retail
Receivables and this Agreement to the Collateral Trustee pursuant to the
Collateral Trust Agreement. NFC consents to such assignment and agrees that
the Collateral Trustee, to the extent provided in the Collateral Trust
Agreement, shall be entitled to enforce the terms of this Agreement and the
rights (including, without limitation, the right to grant or withhold any
consent or waiver) of Trip directly against NFC and, after the satisfaction of
all Obligations, the Owner Trustee shall be entitled to such rights, to the
extent provided in the Basic Documents. In each case, NFC further agrees
that, in respect of its obligations hereunder, it will act at the direction of
and in accordance with all requests and instructions from the Collateral
Trustee delivered pursuant to the Basic Documents until the satisfaction of all
Obligations and, thereafter, with all requests and instructions from the Owner
Trustee delivered pursuant to the Basic Documents. Except as otherwise
contemplated by the Basic Documents, the Collateral Trustee and the Trust shall
have the rights of third-party beneficiaries under this Agreement. NFC shall
deliver copies of all notices, requests, demands and other documents to

12
<PAGE> 16
be delivered by it to Trip pursuant to the terms hereof to the Administrator,
on behalf of the Trust, the Administrative Agent, on behalf of the Lenders, and
the Collateral Trustee.

SECTION 5.10. Pre-Closing Collections. Within two Business Days after each
Retail Receivable Purchase Date, NFC shall transfer to the Collateral Trustee
for deposit in the Collateral Account all collections (from whatever source) on
or with respect to the related Designated Retail Receivables and related Retail
Receivable Purchased Assets held by NFC on such Retail Receivable Purchase Date
and conveyed to Trip pursuant to Section 2.02.

SECTION 5.11. Limitation on Transfer of NITC Purchase Obligations. Trip
acknowledges and agrees that the rights pursuant to the NITC Purchase
Obligations are personal to NFC, and only the proceeds of such rights have been
assigned to Trip. Trip is not and is not intended to be (and none of the Owner
Trustee, the Collateral Trustee nor any Lender is or is intended to be) a
third-party beneficiary of such rights and, accordingly, such rights will not
be exercisable by, enforceable by or for the benefit of, or preserved for the
benefit of, Trip, the Owner Trustee, the Collateral Trustee or any Lender.

SECTION 5.12. Sale Treatment. NFC intends to treat the transfer and
assignment described herein as a sale for accounting and tax purposes.

ARTICLE VI
MISCELLANEOUS PROVISIONS

SECTION 6.01. Amendment. Subject to subsection 10.1(b) of the Liquidity
Agreement, this Agreement may be amended from time to time by a written
amendment duly executed and delivered by NFC and Trip, with the prior written
consent of the Administrator, on behalf of the Trust, the Administrative Agent
and the Majority Lenders; provided, however, that no such amendment shall
increase or reduce in any manner the amount of, or accelerate or delay the
timing of, collections of payments on Designated Retail Receivables or payments
that are required to be made to Trip without the prior written consent of each
Lender; and provided, further, that no amendment shall be made without a
confirmation by each of the Rating Agencies that such action will not result in
a withdrawal or downgrade of its then current ratings of the outstanding
Commercial Paper Notes and Trust Certificates.

SECTION 6.02. Survival. The representations, warranties and covenants of
NFC set forth in Article V of this Agreement shall remain in full force and
effect and shall survive each Retail Receivable Closing under Section 2.02
hereof and any related transfer under the Financing Loan and Security Agreement
or the Receivables Purchase Agreement.

13
<PAGE> 17
SECTION 6.03. Notices. Except where telephonic instructions or notices are
authorized herein to be given, all notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing and, unless
otherwise expressly provided herein, shall be deemed to have been duly given or
made when delivered by hand or by overnight courier, or, in the case of
telecopy notice, when received, addressed as follows or to such address or
other address as may be hereafter notified by the respective parties hereto:

Trip: TRUCK RETAIL INSTALMENT PAPER CORP.
c/o Navistar Financial Corporation
2850 West Golf Road
Rolling Meadows, Illinois 60008
Attention: General Counsel
Telecopy: (708) 734-4090

The Trust: NFC ASSET TRUST
c/o Chemical Bank Delaware
1201 Market Street
Wilmington, DE 19801
Attention: Corporate Trustee
Administration
Telecopy: (302) 984-4889

NFC: NAVISTAR FINANCIAL CORPORATION
2850 West Golf Road
Rolling Meadows, Illinois 60008
Attention: General Counsel
Telecopy: (708) 734-4090

SECTION 6.04. GOVERNING LAW. ALL QUESTIONS CONCERNING THE CONSTRUCTION,
VALIDITY AND INTERPRETATION OF THIS AGREEMENT AND THE RETAIL ASSIGNMENT SHALL
BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS
OF THE STATE OF ILLINOIS, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR
CONFLICT PROVISION OR RULE (WHETHER OF THE STATE OF ILLINOIS OR ANY OTHER
JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION
OTHER THAN THE STATE OF ILLINOIS.

SECTION 6.05. Waivers. No failure or delay on the part of any party in
exercising any power, right or remedy under this Agreement or any Retail
Assignment shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power, right or remedy preclude any other or further
exercise thereof or the exercise of any other power, right or remedy.

SECTION 6.06. Costs and Expenses. NFC agrees to pay all reasonable
out-of-pocket costs and expenses of Trip, including fees and expenses of
counsel, in connection with the perfection as against third parties of Trip's
right, title and interest in, to and under all Designated Retail Receivables
purchased hereunder and the enforcement of any obligation of NFC hereunder.

14
<PAGE> 18
SECTION 6.07. Confidential Information. Trip agrees that it shall neither
use nor disclose to any person the names and addresses of the Obligors with
respect to any Designated Retail Receivables purchased hereunder, except in
connection with the enforcement of Trip's rights hereunder, under the
Designated Retail Receivables, under the Basic Documents or as required by law.

SECTION 6.08. Headings. The various headings in this Agreement are for
purposes of reference only and shall not affect the meaning or interpretation
of any provision of this Agreement.

SECTION 6.09. Counterparts. This Agreement 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 6.10. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall for any
reason whatsoever be held invalid, then such covenants, agreements, provisions
or terms shall be deemed enforceable to the fullest extent permitted, and if
not so permitted, shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect
the validity or enforceability of the other provisions of this Agreement or of
any Basic Documents or rights of any party thereto.

SECTION 6.11. Further Assurances. NFC and Trip agree to do and perform,
from time to time, any and all acts and to execute any and all further
instruments required or reasonably requested by the other more fully to effect
the purposes of this Agreement, including the execution of any financing
statements or continuation statements relating to any Designated Retail
Receivables purchased hereunder for filing under the provisions of the UCC of
any applicable jurisdiction.

SECTION 6.12. No Third-Party Beneficiaries. Except as specifically set
forth herein, this Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors and permitted assigns;
provided that, except as provided in Section 6.13 and except as contemplated by
the NFC Revolving Credit Facility, NFC shall not assign or transfer any or all
of its rights and obligations hereunder without the prior written consent of
Trip. Trip shall give written notice to the Rating Agencies of any such
consent that it grants. Except as otherwise expressly provided in this
Agreement, no other Person shall have any right or obligation hereunder.

SECTION 6.13. Merger or Consolidation of, or Assumption of the Obligations
of, NFC. Any Person (a) into which NFC may be merged or consolidated, (b)
resulting from any merger, conversion or consolidation to which NFC shall be a
party, (c) succeeding to the business of NFC, or (d) more than 50% of the
voting stock of

15
<PAGE> 19
which is owned, directly or indirectly, by NIC, which Person in any of the
foregoing cases executes an agreement of assumption to perform every obligation
of NFC under this Agreement shall be the successor to NFC under this Agreement
without the execution or filing of any paper or any further act on the party of
any of the parties to this Agreement; provided, however, that NFC shall have
delivered to Trip, the Administrator, on behalf of the Lenders, and the
Collateral Trustee an Opinion of Counsel either (A) stating that, in the
opinion of such counsel, all financing statements and continuation statements
and amendments thereto have been executed and filed that are necessary fully to
preserve and protect the interest of Trip, the Trust and the Collateral
Trustee, respectively, in the Program Receivables and reciting the details of
such filings or (B) stating that, in the opinion of such counsel, no such
action shall be necessary to preserve and protect such interests.

SECTION 6.14. Merger and Integration. Except as specifically stated
otherwise herein, this Agreement sets forth the entire understanding of the
parties relating to the subject matter hereof, and all prior understandings,
written or oral, are superseded by this Agreement. This Agreement may not be
modified, amended, waived, or supplemented except as provided herein.

SECTION 6.15. No Petition Covenants. Notwithstanding any prior termination
of this Agreement, NFC shall not, prior to the date which is one year and one
day after payment in full of all Obligations and the distribution to the
Certificateholders of all amounts to be distributed to them pursuant to the
Trust Agreement, acquiesce, petition or otherwise invoke or cause Trip to
invoke or join any other Person in instituting the process of any court or
government authority for the purpose of commencing or sustaining a case against
Trip any bankruptcy, reorganization, arrangement, insolvency, liquidation
proceeding, or similar law of the United States or any state of the United
States. Nothing in this Section 6.15 shall preclude, or be deemed to estop,
NFC from taking or omitting to take any action prior to such date in (i) any
case or proceeding voluntarily filed or commenced by or on behalf of Trip under
or pursuant to any such law or (ii) any involuntary case or proceeding
pertaining to Trip which is filed or commenced by or on behalf of a Person
other than Trip (or any Person to which Trip shall have assigned, transferred
or otherwise conveyed any part of the obligations of Trip hereunder) under or
pursuant to any such law.

* * * * *

16
<PAGE> 20

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date and year first above written.

NAVISTAR FINANCIAL CORPORATION

By: /s/ R.W. Cain
-----------------------------------
Name: R.W. Cain
Title: Vice President and Treasurer

TRUCK RETAIL INSTALMENT PAPER CORP.

By: /s/ R.W. Cain
-----------------------------------
Name: R.W. Cain
Title: Vice President and Treasurer

<PAGE> 1

EXHIBIT 4.11
EXHIBIT J TO THE
LIQUIDITY AGREEMENT

LEASE RECEIVABLES PURCHASE AGREEMENT

BETWEEN

TRUCK RETAIL INSTALMENT PAPER CORP.

AND

NAVISTAR LEASING CORPORATION

DATED AS OF NOVEMBER 7, 1994
<PAGE> 2
TABLE OF CONTENTS

PAGE
----
<S> <C>
ARTICLE I
DEFINITIONS

SECTION 1.01. Certain Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.02. Other Definitional Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II
PURCHASE AND SALE OF LEASE RECEIVABLES;
SECURITY INTEREST IN LEASED VEHICLES

SECTION 2.01. Purchase and Sale of Lease Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 2.02. Security Interest in Leased Vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 2.03. The Closings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE III
REPRESENTATIONS AND WARRANTIES

SECTION 3.01. Representations and Warranties Regarding
Lease Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 3.02. Representations and Warranties Regarding
NLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 3.03. Representations and Warranties of Trip . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE IV
CONDITIONS

SECTION 4.01. Conditions Precedent to Trip's Initial
Purchase of Lease Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 4.02. Conditions Precedent to Trip's Purchase
of Lease Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 4.03. Conditions To Obligation of NLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE V
ADDITIONAL AGREEMENTS

SECTION 5.01. Initial UCC Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 5.02. Computer Files Marked . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 5.03. Protection of Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 5.04. Other Liens or Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 5.05. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 5.06. Credit and Collection Policy; Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 5.07. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 5.08. Repurchase Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 5.09. Further Assignments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 5.10. Pre-Closing Collections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 5.11. Limitation on Transfer of NITC Purchase
Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 5.12. Sale Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
ARTICLE VI
MISCELLANEOUS PROVISIONS

SECTION 6.01. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 6.02. Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 6.03. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 6.04. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 6.05. Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 6.06. Costs and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 6.07. Confidential Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 6.08. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 6.09. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 6.10. Severability of Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 6.11. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 6.12. No Third-Party Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 6.13. Merger or Consolidation of, or
Assumption of the Obligations of, NLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 6.14. Merger and Integration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 6.15. No Petition Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
</TABLE>

Exhibit A Form of Lease Assignment
Exhibit B Form of Lease Receivable Purchase Date Schedule

- ii -
<PAGE> 4

LEASE RECEIVABLES PURCHASE AGREEMENT

This Lease Receivables Purchase Agreement (this "Agreement") is made as of
November 7, 1994 by and between TRUCK RETAIL INSTALMENT PAPER CORP., a Delaware
corporation ("Trip"), and NAVISTAR LEASING CORPORATION, a Delaware corporation
("NLC").

R E C I T A L S:

Trip desires to purchase Lease Receivables and related assets from NLC
from time to time.

NLC is willing, on the terms and subject to the conditions set forth
herein, to sell such Lease Receivables and related assets to Trip.

NOW, THEREFORE, in consideration of the foregoing, the other good and
valuable consideration and the mutual terms and covenants herein contained, the
parties hereto agree as follows:

ARTICLE I
DEFINITIONS

SECTION 1.01. Certain Defined Terms. Capitalized terms used in the
above recitals and in this Agreement shall have the respective meanings
assigned them in Appendix A to the Liquidity Agreement dated as of the date
hereof among the Trust, certain financial institutions as lenders thereunder
(the "Lenders") and Chemical Bank, administrative agent for the Lenders, unless
otherwise defined herein.

(b) As used herein and in the Basic Documents, and in any
certificate or other document made or delivered pursuant hereto, accounting
terms not defined in Section 1.01, and accounting terms partly defined in
Section 1.01, to the extent not defined, shall have the respective meanings
given to them under GAAP.

(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 are to this Agreement unless
otherwise specified.
<PAGE> 5
(d) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

ARTICLE II
PURCHASE AND SALE OF LEASE RECEIVABLES;
SECURITY INTEREST IN LEASED VEHICLES

SECTION 2.01. Purchase and Sale of Lease Receivables. From time to
time, on such dates as are mutually agreeable to NLC and Trip (each, a "Lease
Receivable Purchase Date"), subject to the satisfaction of the conditions
specified in Article IV, NLC shall sell, transfer, assign and otherwise convey
to Trip, without recourse, and Trip shall purchase from NLC, all right, title
and interest in, to and under the following assets (the "Lease Receivable
Purchased Assets"):

(a) the Lease Receivables identified in the related Schedule of Lease
Receivables (the "Designated Lease Receivables") and all monies paid thereon
(including Liquidation Proceeds and Residual Payments) and due thereunder on
and after the related Purchase Cutoff Date;

(b) the benefits of any lease assignments with respect to the Leased
Vehicles to which such Designated Lease Receivables relate;

(d) any proceeds from Dealer Liability with respect to such Designated
Lease Receivables, proceeds from any NITC Purchase Obligations with respect to
such Designated Lease Receivables (subject to the limitations set forth in
Section 5.11) and proceeds from any Guaranties of such Designated Lease
Receivables; and

(e) any proceeds of the property described in clauses (a) through (d)
above.

SECTION 2.02. Security Interest in Leased Vehicles. As security for
the payment of the Residual Payments and other amounts payable with respect to
each Designated Lease Receivable, NLC shall grant to Trip pursuant to the
related Lease Assignment, on the related Lease Receivable Purchase Date, a
security interest in the related Leased Vehicle or Leased Vehicles and, to the
extent permitted by law, in any accessions thereto which are financed by NLC
(collectively, for any Designated Lease Receivables transferred as of a Lease
Receivable Purchase Date, the "Related Security" and together with the related
Lease Receivable Purchased Assets, the "Lease Receivable Transferred Assets").

- 2 -
<PAGE> 6
SECTION 2.03. The Closings. The consummation of each purchase and
sale contemplated by Section 2.01 and the related grant under Section 2.02
(each, a "Lease Receivable Closing") shall take place on the related Lease
Receivable Purchase Date, and at such place and at such time as NLC and Trip
may agree upon. At each Lease Receivable Closing, NLC shall execute and
deliver to Trip an assignment (a "Lease Assignment") in the form attached
hereto as Exhibit A with respect to the Lease Receivable Purchased Assets to be
purchased and sold on such Lease Receivable Purchase Date and the assignment of
the Related Security. In consideration for the Lease Receivable Purchased
Assets, Trip shall pay to NLC on such Lease Receivable Purchase Date an amount
equal to the aggregate Contract Value of the Designated Lease Receivables as of
the related Purchase Cutoff Date plus interest thereon at a rate per annum
equal to LIBO for such date plus 1% (calculated on the basis of a 365/366 day
year and actual days elapsed) for the period from such Purchase Cutoff Date
through such Lease Receivable Purchase Date, provided that in no event shall
such amount represent less than the fair value of such Lease Receivable
Purchased Assets (determined based on, among other things, then prevailing
interest rates) (the "Lease Receivable Purchase Price"). The Lease Receivable
Purchase Price shall be paid to NLC in immediately available funds.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

SECTION 3.01. Representations and Warranties Regarding Lease
Receivables. As of each Lease Receivable Purchase Date, NLC represents and
warrants to Trip as follows with respect to the Designated Lease Receivables
for such date:

(a) Eligible Receivables. Each such Designated Lease Receivable is an
Eligible Receivable.

(b) Schedule of Lease Receivables. The information regarding such
Designated Lease Receivables set forth in the related Schedule of Lease
Receivables is true and correct in all material respects.

(c) Title. Immediately prior to the transfer and assignment
contemplated herein, NLC had good title to each such Designated Lease
Receivable free and clear of all Liens (other than Permitted Liens and Liens
that will be released as of such transfer) and, immediately upon the transfer
thereof, Trip will have good title to each such Designated Lease Receivable,
free and clear of all Liens (other than Permitted Liens and the Liens created
by the Basic Documents) and the transfer of such Designated Lease Receivable by
NLC to Trip has been perfected under the UCC.

- 3 -
<PAGE> 7
SECTION 3.02. Representations and Warranties Regarding NLC. NLC
represents and warrants to Trip as of the date hereof and as of each Lease
Receivable Purchase Date (and, as applicable, with respect to the Designated
Lease Receivables for such date), that:

(a) Organization and Good Standing. NLC has been duly organized and is
validly existing as a corporation and in good standing under the laws of the
State of Delaware, with power and authority to own its properties and to
conduct its business as such properties are presently owned and such business
is presently conducted, and had at all relevant times, and now has, power,
authority and legal right to acquire and own such Designated Lease Receivables.

(b) Due Qualification. NLC is duly qualified to do business as a
foreign corporation in good standing, and has obtained all necessary licenses
and approvals, in all jurisdictions in which the ownership or lease of property
or the conduct of its business requires such qualification except to the extent
that the failure to comply therewith would not, in the aggregate, have a
Material Adverse Effect with respect to NLC.

(c) Power and Authority. NLC has the corporate power and authority to
execute and deliver this Agreement and to perform its obligations hereunder and
the execution, delivery and performance of this Agreement have been duly
authorized by NLC by all necessary corporate action on the part of NLC. NLC
has the corporate power and authority to sell and assign to Trip such
Designated Lease Receivables and the related Lease Receivable Purchased Assets
(and to grant Trip a security interest in the Related Security), and has duly
authorized such transfers by all necessary corporate action on the part of NLC.

(d) Valid Sale; Binding Obligation. This Agreement, together with the
Lease Assignment for such Designated Lease Receivables and the related Lease
Receivable Purchased Assets, when duly executed and delivered, shall constitute
a valid sale, transfer and assignment of such Designated Lease Receivables and
the related Lease Receivable Purchased Assets, enforceable against creditors of
NLC and each of this Agreement and such Lease Assignment, when duly executed
and delivered, shall constitute a legal, valid and binding obligation of NLC
enforceable against NLC in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting the enforcement of creditors' rights in general
and by general principles of equity, regardless of whether such enforceability
is considered in a proceeding in equity or at law.

(e) Related Security. Each Lease Assignment, together with the filing of
the UCC-1s provided for in Section 5.01, when duly executed and delivered,
shall be effective to create in favor of Trip (or its nominee) a valid first
priority perfected security

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<PAGE> 8
interest in the Related Security identified therein (except Permitted Liens),
and shall be enforceable as such against creditors of and purchasers from NLC,
except to the extent enforceability of such Lien may be limited by applicable
bankruptcy, insolvency, moratorium or other similar laws affecting creditors'
rights generally, and by general principles of equity, regardless of whether
such enforceability is considered in a proceeding in equity or at law;
provided, however that NLC shall not be obligated to transfer title to any
Leased Vehicle.

(f) No Violation. The execution and delivery of this Agreement by NLC
and its performance of its obligations hereunder will not violate any
Requirement of Law or Contractual Obligation of NLC, and will not result in, or
require, the creation or imposition of any Lien upon any of its property or
assets pursuant to any such Requirement of Law or Contractual Obligation, other
than as contemplated by the Basic Documents.

(g) No Proceedings. There are no actions, proceedings or, to NLC's
knowledge, investigations pending or, to NLC's knowledge, threatened, before
any Governmental Authority (i) asserting the invalidity of this Agreement, (ii)
seeking to prevent the consummation of any of the transactions contemplated by
this Agreement, or (iii) seeking any determination or ruling that would
reasonably be expected to have a Material Adverse Effect with respect to NLC.

(h) No Consent. Except as expressly contemplated by the Basic
Documents, no consent or authorization of, filing with, or other act by or in
respect of, any Governmental Authority or any other Person is required in
connection with the execution, delivery, performance, validity or
enforceability against NLC of this Agreement.

(i) No Default. NLC is not in default under or with respect to any of
its Contractual Obligations which would have a Material Adverse Effect with
respect to it.

(j) Taxes. NLC has filed or caused to be filed all tax returns which
are required to be filed by NLC (with respect to itself) and has paid all taxes
shown to be due and payable on said returns or on any assessments made against
it or any of its property and all other taxes, fees or other charges imposed on
it or any of its property by any Governmental Authority (other than any the
amount or validity of which is currently being contested in good faith by
appropriate proceedings and with respect to which reserves in conformity with
GAAP have been provided on the books of NLC). No notice of any Lien in respect
of unpaid taxes or assessments (other than a Permitted Lien) has been filed by
any taxing authority against, or otherwise affecting the assets of, NLC remains
in effect.

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<PAGE> 9
(k) ERISA. No notice of a Lien arising under Title I or Title IV of
ERISA has been filed under Section 6323(a) of the Code (or any successor
provision) against, or otherwise affecting the assets of NLC.

(l) Solvency. NLC is, and after giving effect to the transactions
contemplated to occur on such date, will be, solvent.

SECTION 3.03. Representations and Warranties of Trip. Trip hereby
represents and warrants to NLC as of the date hereof and as of each Lease
Receivable Purchase Date (and, as applicable, with respect to the Designated
Lease Receivables for such date), that:

(b) Due Qualification. Trip is duly qualified to do business as a
foreign corporation in good standing, and has obtained all necessary licenses
and approvals in all jurisdictions, in which the ownership or lease of property
or the conduct of its business requires such qualification except to the extent
that the failure to comply therewith would not have a Material Adverse Effect
with respect to Trip.

(c) Power and Authority. Trip has the corporate power and authority to
execute and deliver this Agreement and to perform its obligations hereunder and
the execution, delivery and performance of this Agreement have been duly
authorized by all necessary corporate action on the part of Trip.

(e) No Violation. The execution and delivery of this Agreement by Trip
and its performance of its obligations hereunder will not violate any
Requirement of Law or Contractual Obligation of Trip, and will not result in,
or require, the creation or imposition of any Lien upon any of its property or

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<PAGE> 10
assets pursuant to any such Requirement of Law or Contractual Obligation, other
than as contemplated by the Basic Documents.

(g) No Consent. Except as expressly contemplated by the Basic
Documents, no consent or authorization of, or filing with, or other act by or
in respect of, any Governmental Authority or any other Person is required in
connection with the execution, delivery, performance, validity or
enforceability against Trip of this Agreement.

ARTICLE IV
CONDITIONS

SECTION 4.01. Conditions Precedent to Trip's Initial Purchase of Lease
Receivables. The obligation of Trip to purchase from NLC Designated Lease
Receivables and the related Lease Receivable Purchased Assets on the initial
Lease Receivable Purchase Date is subject to the satisfaction of the following
conditions:

(a) Agreement. Trip shall have received this Agreement, duly
executed and delivered by NLC.

(b) Servicing Agreements. Trip shall have received the Trip
Servicing Agreement and the Trust Servicing Agreement, duly executed and
delivered by NFC.

(d) Certificate of Incorporation; By-laws. Trip shall have
received a true and complete copy of the certificate of incorporation of NLC,
certified as a true and correct copy thereof by the Secretary of State of the
State of Delaware, and a true and complete copy of the by-laws of NLC,
certified as a true and correct copy thereof by the Secretary or an Assistant
Secretary of NLC.

(e) Resolutions. Trip shall have received copies of duly adopted
resolutions of the Board of Directors of NLC as in effect on the Effective Date
and in form and substance reasonably satisfactory to Trip, authorizing the
execution, delivery and performance of this Agreement, the documents to be
delivered by

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<PAGE> 11
NLC hereunder and the transactions contemplated hereby and thereby, certified
by the Secretary or an Assistant Secretary of NLC.

(f) Incumbency Certificate. Trip shall have received a
certificate as to the incumbency and signature of the officers of NLC
authorized to sign this Agreement, on behalf of NLC, together with evidence of
the incumbency of such Secretary or Assistant Secretary, certified by the
Secretary or Assistant Secretary of NLC.

(g) Representations and Warranties. Trip shall have received a
certificate of a Responsible Officer of NLC to the effect that all
representations and warranties of NLC and NFC contained in Sections 3.01 and
3.02, or in any certificate delivered in connection with this Agreement (other
than those made as of a specified date specified therein) are true and correct
in all material respects and with the same force and effect as though such
representations and warranties had been made as of such date.

(h) Deliveries from Trip Servicer. Trip shall have received
documents from NFC analogous to those required of NLC under subsections (d),
(e), (f) and (g) of this Section 4.01.

SECTION 4.02. Conditions Precedent to Trip's Purchase of Lease
Receivables. The obligation of Trip to purchase Designated Lease Receivables
and the related Lease Receivable Purchased Assets to be purchased hereunder on
any Lease Receivable Purchase Date is subject to the satisfaction of the
following conditions:

(a) Representations and Warranties True. The representations and
warranties of NLC hereunder with respect to such Designated Lease Receivables
shall be true and correct on and as of such Lease Receivable Purchase Date with
the same effect as if then made, and NLC shall have performed all obligations
with respect to such Designated Lease Receivables to be performed by it
hereunder on or prior to such date.

(b) Nonoccurrence of Certain Events. No Lease Receivable Purchase
Termination Event, Trip Servicer Default or Trust Servicer Default (unless such
Trip Servicer Default or Trust Servicer Default shall have been waived as
provided in the Trip Servicing Agreement or the Trust Servicing Agreement, as
appropriate) shall have occurred on or prior to such Lease Receivable Purchase
Date.

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<PAGE> 12
(c) Documents to be Delivered By NLC at or prior to each Lease
Receivable Closing.

(i) Lease Receivable Purchase Date Schedule. NLC shall have
executed and delivered the related Lease Receivable Purchase Date
Schedule.

(ii) The Lease Assignment. NLC shall have executed and delivered
the related Lease Assignment.

(iii) Other Documents. NLC shall have provided such other
documents as Trip may reasonably request.

SECTION 4.03. Conditions To Obligation of NLC. The obligation of NLC
to sell to Trip the Designated Lease Receivables to be sold hereunder on any
Lease Receivable Purchase Date is subject to the satisfaction of the following
conditions:

(a) Representations and Warranties True. The representations and
warranties of Trip hereunder with respect to such Designated Lease Receivables
shall be true and correct on such Lease Receivable Purchase Date with the same
effect as if then made, and Trip shall have performed all obligations with
respect to such Designated Lease Receivables to be performed by it hereunder on
or prior to such date.

(b) Lease Receivable Purchase Date Schedule. At or prior to such Lease
Receivable Closing, Trip shall have executed and delivered the related Lease
Receivable Purchase Date Schedule.

(c) Lease Receivable Purchase Price. Trip shall have paid to NLC the
related Lease Receivable Purchase Price as provided in Section 2.03 of this
Agreement.

ARTICLE V
ADDITIONAL AGREEMENTS

SECTION 5.01. Initial UCC Filings. On or prior to the initial Lease
Receivable Purchase Date, NLC shall record and file, at its own expense, a
UCC-1 financing statement in each jurisdiction in which required by applicable
law, executed by NLC as seller or debtor, naming Trip as purchaser or secured
party, naming as collateral the Lease Receivable Transferred Assets to be
purchased and sold hereunder from time to time, meeting the requirements of the
laws of each such jurisdiction and in such manner as is necessary to perfect
under the UCC the sale, transfer, assignment and conveyance to Trip of such
Lease Receivable Transferred Assets (to the extent constituting UCC
Collateral). NLC shall deliver a file-stamped copy, or other evidence
satisfactory to Trip of such filing, to Trip on or prior to the initial Lease
Receivable Purchase Date hereunder.

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<PAGE> 13
SECTION 5.02. Computer Files Marked. NLC shall, at its own expense,
on or prior to each Lease Receivable Purchase Date, indicate in its computer
files created in connection with the Designated Lease Receivables for such
Lease Receivable Purchase Date that such Designated Lease Receivables have been
sold to Trip pursuant to this Agreement.

SECTION 5.03. Protection of Title.

(a) NLC shall execute and file such financing statements, and cause to be
executed and filed such continuation and other statements, all in such manner
and in such places as may be required by law fully to perfect and preserve the
sale hereunder to Trip of the Designated Lease Receivables and the related
Lease Receivable Transferred Assets and in the proceeds thereof and hereby
authorizes Trip to file financing statements and amendments thereto and
continuation statements relative to all or any part thereof without the
signature of NLC where permitted by law; provided however that NLC shall not be
obligated to transfer the title to any Leased Vehicle. NLC shall deliver (or
cause to be delivered) to Trip file-stamped copies of, or filing receipts for,
any document filed as provided above, as soon as available following such
filing.

(b) NLC shall not change its name, identity or corporate structure in any
manner that would, could or might make any financing statement or continuation
statement filed by NLC in accordance with Section 5.01 or 5.03(a) seriously
misleading within the meaning of Section 9-402(7) of the UCC, unless it shall
have given Trip at least 60 days prior written notice thereof and shall file
such financing statements or amendments as may be necessary to continue the
perfection of Trip's interest in all Lease Receivable Transferred Assets sold
hereunder.

(c) NLC hereby represents and warrants that its chief place of business
and principal executive office, and the place where its principal records
pertaining to the Designated Lease Receivables and the related Lease Receivable
Transferred Assets are kept, is located at 2850 West Golf Road, Rolling
Meadows, Illinois 60008. NLC shall give Trip at least 60 days prior written
notice of any relocation of its principal executive office if, as a result of
such relocation, the applicable provisions of the UCC would require the filing
of any amendment of any previously filed financing or continuation statement or
of any new financing statement. NLC shall at all times maintain each office
from which it services Lease Receivables and its principal executive office
within the United States of America.

SECTION 5.04. Other Liens or Interests. Except for the conveyances
hereunder and as contemplated by the Basic Documents, NLC shall not sell,
pledge, assign or transfer any Lease Receivable Purchased Assets or any
interest in any Leased Vehicle to any other Person, or grant, create, incur,
assume or suffer to

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<PAGE> 14
exist any Lien thereon (except Permitted Liens) and NLC shall defend the right,
title and interest of Trip in, to and under all Lease Receivable Transferred
Assets sold hereunder against all claims of third parties (other than Permitted
Liens) claiming through or under NLC.

SECTION 5.05. Indemnification. NLC shall indemnify Trip for any
liability as a result of the failure of a Lease Receivable transferred
hereunder to be originated in compliance with all requirements of law and for
any breach of any of its representations and warranties with respect thereto
contained herein unless such breach shall be cured in all material respects.
This indemnity obligation shall be in addition to any obligation that NLC may
otherwise have.

SECTION 5.06. Credit and Collection Policy; Contracts.

(a) From and after the Effective Date, NLC shall not make any change
or modification to the credit criteria applied in respect of the origination of
the Designated Lease Receivables or the credit review process followed in
connection with the origination of the Designated Lease Receivables, in each
case in the form delivered prior to the Effective Date to Trip and the Trust
(collectively, the "Credit and Collection Policy"), that could reasonably be
expected to have a material adverse effect on the Lenders.

(b) NLC shall not make any change or modification to the terms of the
Contracts that could reasonably be expected to have a material adverse effect
on the Lenders.

SECTION 5.07. Financial Statements. NLC shall furnish to Trip as soon as
available, but in any event within 100 days after the end of each fiscal year,
commencing with fiscal year 1995, a statement of financial condition of NLC as
of the end of such fiscal year and the related statements of income and
retained earnings and cash flows for such fiscal year, setting forth
(commencing in fiscal year 1996) in comparative form the figures for the
previous fiscal year.

SECTION 5.08. Repurchase Events. (a) NLC hereby covenants and agrees
with Trip for the benefit of Trip and the Trust that in the event of (i) a
breach of any of NLC's representations and warranties contained in Section 3.01
hereof with respect to any Designated Lease Receivable, unless such breach
shall have been cured in all material respects, or (ii) a breach by NLC of
Section 5.04 hereof with respect to any Designated Lease Receivable, which
breach has a material and adverse effect on Trip's interest (or if such
Designated Lease Receivable is a Trust Receivable, on the Trust's interest) in
such Designated Lease Receivable, NLC will repurchase such Designated Lease
Receivable from Trip (or, if such Designated Lease Receivable is a Trust
Receivable, from the Trust) as of the last day of the

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<PAGE> 15
Monthly Period during which NLC discovered or received notice of such breach,
by delivering to the Collateral Trustee for deposit in the Collateral Account
on the related Settlement Date immediately following such Monthly Period an
amount equal to the Warranty Payment for such Designated Lease Receivable. It
is understood and agreed that the obligation of NLC to repurchase any
Designated Lease Receivable as to which a breach has occurred and is continuing
shall, if such obligation is fulfilled, constitute the sole remedy against NLC
for such breach available to Trip or the Trust.

(b) Upon receipt of the Warranty Payment with respect to a Trip
Receivable which is a Warranty Receivable, Trip shall assign, without recourse,
representation or warranty, to NLC all of Trip's right, title and interest in,
to and under (i) such Warranty Receivable and all monies due thereon, (ii) the
security interests in the related Leased Vehicle or Vehicles and, to the extent
permitted by law, in any accessions thereto which are financed by NLC, (iii)
benefits of any lease assignments with respect to the Leased Vehicles to which
such Receivable relates, (iv) any proceeds from any Insurance Policies with
respect to such Warranty Receivable, (v) any proceeds from Dealer Liability
with respect to such Warranty Receivable, proceeds from any NITC Purchase
Obligations with respect to such Warranty Receivable and proceeds from any
Guaranties of such Warranty Receivable, (vi) proceeds of the property described
in clauses (i) through (v) above and (vii) this Agreement and the Trip
Servicing Agreement with respect to such Warranty Receivable, such assignment
being an assignment outright and not for security. Upon the assignment of such
Warranty Receivable and related rights, NLC shall own such Warranty Receivable
and all such security and documents, free of any further obligations to Trip
with respect thereto. If in any proceeding it is held that NLC may not enforce
a Warranty Receivable on the ground that it is not a real party in interest or
a holder entitled to enforce the Warranty Receivable, Trip shall, at NLC's
expense, take such steps as NLC deems necessary to enforce the Warranty
Receivable, including bringing suit in the name of such Person.

SECTION 5.09. Further Assignments. NLC acknowledges that Trip shall
from time to time, sell, pledge, assign or transfer all of its right, title and
interest in the Designated Lease Receivables and its rights hereunder to the
Trust pursuant to the Financing Loan and Security Agreement or the Receivables
Purchase Agreement, as the case may be, and that the Trust shall in turn
further sell, pledge, assign or transfer its rights in such Designated Lease
Receivables and this Agreement to the Collateral Trustee pursuant to the
Collateral Trust Agreement. NLC consents to such assignment and agrees that
the Collateral Trustee, to the extent provided in the Collateral Trust
Agreement, shall be entitled to enforce the terms of this Agreement and the
rights (including, without limitation, the right to grant or withhold any
consent or waiver) of Trip directly against NLC and, after

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<PAGE> 16
the satisfaction of all Obligations, the Owner Trustee shall be entitled to
such rights, to the extent provided in the Basic Documents. In each case, NLC
further agrees that, in respect of its obligations hereunder, it will act at
the direction of and in accordance with all requests and instructions from the
Collateral Trustee delivered pursuant to the Basic Documents until the
satisfaction of all Obligations and, thereafter, with all requests and
instructions from the Owner Trustee delivered pursuant to the Basic Documents.
Except as otherwise contemplated by the Basic Documents, the Collateral Trustee
and the Trust shall have the rights of third-party beneficiaries under this
Agreement. NLC shall deliver copies of all notices, requests, demands and
other documents to be delivered by it to Trip pursuant to the terms hereof to
the Administrator, on behalf of the Trust, the Administrative Agent, on behalf
of the Lenders, and the Collateral Trustee.

SECTION 5.10. Pre-Closing Collections. Within two Business Days after
each Lease Receivable Purchase Date, NLC shall transfer to the Collateral
Trustee for deposit in the Collateral Account all collections (from whatever
source) on or with respect to the related Designated Lease Receivables and
related Lease Receivable Purchased Assets held by NLC on such Lease Receivable
Purchase Date and conveyed to Trip pursuant to Section 2.02.

SECTION 5.11. Limitation on Transfer of NITC Purchase Obligations.
Trip acknowledges and agrees that the rights pursuant to the NITC Purchase
Obligations are personal to NLC, and only the proceeds of such rights have been
assigned to Trip. Trip is not and is not intended to be (and none of the Owner
Trustee, the Collateral Trustee nor any Lender is or is intended to be) a
third-party beneficiary of such rights and, accordingly, such rights will not
be exercisable by, enforceable by or for the benefit of, or preserved for the
benefit of, Trip, the Owner Trustee, the Collateral Trustee or any Lender.

SECTION 5.12. Sale Treatment. NLC intends to treat the transfer and
assignment described herein as a sale for accounting and tax purposes.

ARTICLE VI
MISCELLANEOUS PROVISIONS

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<PAGE> 17
without the prior written consent of each Lender; and provided, further, that
no amendment hereunder shall be made without a confirmation by each of the
Rating Agencies that such action will not result in a withdrawal or downgrade
of its then current ratings of the outstanding Commercial Paper Notes and Trust
Certificates.

SECTION 6.02. Survival. The representations, warranties and covenants
of NLC set forth in Article V of this Agreement shall remain in full force and
effect and shall survive each Lease Receivable Closing under Section 2.03
hereof and any related transfer under the Financing Loan and Security Agreement
or the Receivables Purchase Agreement.

SECTION 6.03. Notices. Except where telephonic instructions or
notices are authorized herein to be given, all notices, requests and demands to
or upon the respective parties hereto to be effective shall be in writing and,
unless otherwise expressly provided herein, shall be deemed to have been duly
given or made when delivered by hand or by overnight courier, or, in the case
of telecopy notice, when received, addressed as follows or to such address or
other address as may be hereafter notified by the respective parties hereto:

Trip: TRUCK RETAIL INSTALMENT PAPER CORP.
C/O Navistar Financial Corporation
2850 West Golf Road
Rolling Meadows, Illinois 60008
Attention: General Counsel
Telecopy: (708) 734-4090

NLC: NAVISTAR LEASING CORPORATION
C/O Navistar Financial Corporation
2850 West Golf Road
Rolling Meadows, Illinois 60008
Attention: General Counsel
Telecopy: (708) 734-4090

with a copy to: NAVISTAR FINANCIAL CORPORATION
2850 West Golf Road
Rolling Meadows, Illinois 60008
Attention: General Counsel
Telecopy: (708) 734-4090

SECTION 6.04. GOVERNING LAW. ALL QUESTIONS CONCERNING THE
CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS AGREEMENT AND THE LEASE
ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH
THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT GIVING EFFECT TO ANY CHOICE
OF LAW OR CONFLICT PROVISION OR RULE (WHETHER OF THE STATE OF ILLINOIS OR ANY
OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF ILLINOIS.

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<PAGE> 18
SECTION 6.05. Waivers. No failure or delay on the part of any party
in exercising any power, right or remedy under this Agreement or any Lease
Assignment shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power, right or remedy preclude any other or further
exercise thereof or the exercise of any other power, right or remedy.

SECTION 6.06. Costs and Expenses. NLC agrees to pay all reasonable
out-of-pocket costs and expenses of Trip, including fees and expenses of
counsel, in connection with the perfection as against third parties of Trip's
right, title and interest in, to and under all Designated Lease Receivables
purchased hereunder and the enforcement of any obligation of NLC hereunder.

SECTION 6.07. Confidential Information. Trip agrees that it shall
neither use nor disclose to any person the names and addresses of the Obligors
with respect to any Designated Lease Receivables purchased hereunder, except in
connection with the enforcement of Trip's rights hereunder, under the
Designated Lease Receivables, under the Basic Documents or as required by law.

SECTION 6.08. Headings. The various headings in this Agreement are
for purposes of reference only and shall not affect the meaning or
interpretation of any provision of this Agreement.

SECTION 6.09. Counterparts. This Agreement 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 6.11. Further Assurances. NLC and Trip agree to do and
perform, from time to time, any and all acts and to execute any and all further
instruments required or reasonably requested by the other more fully to effect
the purposes of this Agreement, including the execution of any financing
statements or continuation statements relating to any Designated Lease
Receivables purchased hereunder for filing under the provisions of the UCC of
any applicable jurisdiction.

SECTION 6.12. No Third-Party Beneficiaries. Except as specifically
set forth herein, this Agreement shall inure to the

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<PAGE> 19
benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns; provided that, except as provided in Section
6.13 and except for an assignment to NFC to secure obligations to NFC, NLC
shall not assign or transfer any or all of its rights and obligations hereunder
without the prior written consent of Trip. Trip shall give written notice to
the Rating Agencies of any such consent that it grants. Except as otherwise
expressly provided in this Agreement, no other Person shall have any right or
obligation hereunder.

SECTION 6.13. Merger or Consolidation of, or Assumption of the
Obligations of, NLC. Any Person (a) into which NLC may be merged or
consolidated, (b) resulting from any merger, conversion or consolidation to
which NLC shall be a party, (c) succeeding to the business of NLC, or (d) more
than 50% of the voting stock of which is owned, directly or indirectly, by NIC,
which Person in any of the foregoing cases executes an agreement of assumption
to perform every obligation of NLC under this Agreement shall be the successor
to NLC under this Agreement without the execution or filing of any paper or any
further act on the party of any of the parties to this Agreement; provided,
however, that NLC shall have delivered to Trip, the Administrator, on behalf of
the Lenders, and the Collateral Trustee an Opinion of Counsel either (A)
stating that, in the opinion of such counsel, all financing statements and
continuation statements and amendments thereto have been executed and filed
that are necessary fully to preserve and protect the interest of Trip, the
Trust and the Collateral Trustee, respectively, in the Program Receivables and
reciting the details of such filings or (B) stating that, in the opinion of
such counsel, no such action shall be necessary to preserve and protect such
interests.

SECTION 6.15. No Petition Covenants. Notwithstanding any prior
termination of this Agreement, NLC shall not, prior to the date which is one
year and one day after payment in full of all Obligations and the distribution
to the Certificateholders of all amounts to be distributed to them pursuant to
the Trust Agreement, acquiesce, petition or otherwise invoke or cause Trip to
invoke or join any other Person in instituting the process of any court or
government authority for the purpose of commencing or sustaining a case against
Trip any bankruptcy, reorganization, arrangement, insolvency, liquidation
proceeding, or similar law of the United States or any state of the United
States. Nothing in this Section 6.15 shall preclude, or be deemed to estop,
NLC

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<PAGE> 20
from taking or omitting to take any action prior to such date in (i) any case
or proceeding voluntarily filed or commenced by or on behalf of Trip under or
pursuant to any such law or (ii) any involuntary case or proceeding pertaining
to Trip which is filed or commenced by or on behalf of a Person other than Trip
(or any Person to which Trip shall have assigned, transferred or otherwise
conveyed any part of the obligations of Trip hereunder) under or pursuant to
any such law.

* * * * *

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<PAGE> 21
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the date and year first above written.

NAVISTAR LEASING CORPORATION

By:__________________________________
Name:
Title:

TRUCK RETAIL INSTALMENT PAPER CORP.

By:__________________________________
Name:
Title:

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