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Exhibit 4.6
FORM OF CLASS-__ CERTIFICATE
[Form of the face of the Class-___ Certificates]
Initial
REGISTERED Invested Amount:
Certificate No. R-__
CUSIP NO. _________
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the issuer or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
NAVISTAR FINANCIAL DEALER NOTE MASTER TRUST
SERIES 2000-___ FLOATING RATE DEALER NOTE
ASSET BACKED CERTIFICATES,
CLASS ____
evidencing a fractional undivided interest in certain assets of the
NAVISTAR FINANCIAL DEALER NOTE MASTER TRUST,
the corpus of which consists primarily of certain promissory notes acquired by
Navistar Financial Corporation ("NFC") to finance certain vehicles purchased by
a dealer (the "Dealer Notes") and other property related thereto. This
certificate (a "Class ___ Certificate") does not represent an interest in or
obligation of Navistar Financial Securities Corporation ("NFSC" or the
"Seller"),
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NFC, Navistar International Corporation, a Delaware corporation, Navistar
International Transportation Corp. ("NITC"), a Delaware corporation, or any
affiliate thereof.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Master Trust Trustee, by manual signature, this
Class ___ Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose.
THIS CLASS ___ CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF ILLINOIS, 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.
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IN WITNESS WHEREOF, the Seller has caused this Certificate to be duly executed.
NAVISTAR FINANCIAL
SECURITIES CORPORATION
By: __________________________________
Name:
Title:
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates described in the within-mentioned Pooling and
Servicing Agreement.
THE BANK OF NEW YORK,
as Master Trust Trustee
By: ___________________________
Authorized Signatory
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[Form of the reverse of the Class ___ Certificates]
This certifies that _________ (the "Class ___
Certificateholder"), is the registered owner of a fractional undivided interest
in certain assets of the NAVISTAR FINANCIAL DEALER NOTE MASTER TRUST (the
"Master Trust") created pursuant to a Pooling and Servicing Agreement dated as
of June 8, 1995 (and as amended and supplemented from time to time, the "P&S"),
by and among NFC, as Servicer, NFSC, as Seller, and the Master Trust Trustee, as
supplemented by the Series 20__-___ Supplement dated as of __________ (the
"Series Supplement") among the Seller, NFC and the Master Trust Trustee, which
assets are allocated to the Class ___ Certificateholders' Interest pursuant to
the P&S and the Series Supplement. The P&S and the Series Supplement are
hereinafter collectively referred to as the "Pooling and Servicing Agreement."
The corpus of the Master Trust will include:
(a) the Seller's right, title, and interest in and to
all available Eligible Dealer Notes existing on each Business
Day and owned by the Seller, all monies due (including accrued
finance charges) or to become due with respect thereto and all
proceeds (as defined in Section 9-306 of the UCC) of such
Dealer Notes, the Seller's interest in the security interests
in the Financed Vehicles related to such Dealer Notes granted
by Dealers pursuant to the Dealer Agreements and any
accessions to such security interests, the Seller's interest
in the Insurance Proceeds;
(b) any Enhancements; and
(c) all other assets and interests constituting the
Master Trust.
In addition to the Investor Certificates, the Master Trust Seller's Certificate
issued pursuant to the Pooling and Servicing Agreement represents the Master
Trust Seller's Interest in the Master Trust. The Master Trust Seller's
Certificate represents the interest in the Master Trust's assets not represented
by the Investor Certificates.
The Dealer Notes consist of promissory notes acquired by NFC
to finance the purchase by certain dealers and manufacturers and other persons
having agreements with NITC to sell certain new and used medium or heavy-duty
trucks and trailers manufactured by NITC or other manufacturers. Generally, the
principal amount of a Dealer Note is equal to the wholesale purchase price of
such vehicles and, subject to certain exceptions, is due upon the retail sale of
the vehicle.
Subject to the terms and conditions of the Pooling and
Servicing Agreement, the Seller may from time to time direct the Master Trust
Trustee, on behalf of the Master Trust, to issue one or more new Series of
Investor Certificates, which will represent fractional undivided interests in
certain of the Master Trust's assets.
This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement to which, as
amended and supplemented from
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time to time, the Class ___ Certificateholder by virtue of the acceptance hereof
assents and is bound. Although a summary of certain provisions of the Pooling
and Servicing Agreement is set forth below, this Certificate does not purport to
summarize the Pooling and Servicing Agreement and reference is made to the
Pooling and Servicing Agreement for information with respect to the interest,
rights, benefits, obligations, proceeds and duties evidenced hereby and the
rights, duties and obligations of the Master Trust Trustee. A copy of the
Pooling and Servicing Agreement (without schedules and exhibits) may be
requested from the Master Trust Trustee by writing to the Master Trust Trustee
at The Bank of New York, Corporate Trust Office, 101 Barclay Street, New York,
New York 10286, Attention: Corporation Trust Department. To the extent not
defined herein, the capitalized terms used herein, have the meanings ascribed to
them in the Pooling and Servicing Agreement.
The Seller has structured the Pooling and Servicing Agreement
and the Investor Certificates with the intention that the Investor Certificates
will qualify under applicable federal, state, local and foreign tax law as
indebtedness. Except to the extent expressly specified to the contrary in the
Series Supplement, the Seller, the Servicer, the Holders of the Master Trust
Seller's Certificates and each Investor Certificateholder agree to treat and to
take no action inconsistent with the treatment of the Investor Certificates (or
beneficial interest therein) as indebtedness for purposes of federal, state,
local and foreign income or franchise taxes and any other tax imposed on or
measured by income. Each Investor Certificateholder, by acceptance of its
Certificate, agrees to be bound hereby.
On each Distribution Date, the Master Trust Trustee shall
distribute to each Class __ Certificateholder of record at the close of business
on the Business Day preceding the Distribution Date for the related Due Period
(each a "Record Date") such Certificateholder's share of such amounts on deposit
in any Series Account as are payable in respect of the Class ___ Certificates
pursuant to the Pooling and Servicing Agreement. The Pooling and Servicing
Agreement provides for (a) first, distributions of amounts owing in respect of
the Class __ Certificates, equally and ratably without prejudice, priority or
distinction and (b) second, distributions of amounts owing in respect of the
Class __ Certificates, equally and ratably without prejudice, priority or
distinction.
Distributions with respect to this Certificate will be made by
the Master Trust Trustee to the Certificateholder of record appearing in the
Certificate Register without the presentation or surrender of this Certificate
or the making of any notation thereon (except for the final distribution in
respect of this Certificate) by wire transfer of immediately available funds to
the account specified by the Certificateholder. Final payment of this
Certificate will be made only upon presentation and surrender of this
Certificate at the office or agency specified in the notice of final
distribution delivered by the Master Trust Trustee to the Certificateholder in
accordance with the Pooling and Servicing Agreement.
This Certificate does not represent an obligation of, or an
interest in, the Seller, the Servicer, or any affiliate of any of them and is
not insured or guaranteed by any governmental agency or instrumentality. This
Certificate is limited in right of payment to certain Collections with respect
to the the Dealer Notes and certain other amounts, all as more specifically set
forth herein and in the Pooling and Servicing Agreement.
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The Pooling and Servicing Agreement may be amended from time
to time (including in connection with the issuance of a Supplemental
Certificate) by the Servicer, the Seller and the Master Trust Trustee, without
the consent of any of the Class __ Certificateholders or the Class __
Certificateholders (collectively, the "Series 20__-___ Certificateholders"), so
long as any such action shall not, as evidenced by an Officer's Certificate,
adversely affect in any material respect the interests of the Series 20__-___
Certificateholders or the certificateholders of any other outstanding Series.
The Master Trust Trustee may, but shall not be obligated to, enter into any such
amendment which affects the Master Trust Trustee's rights, duties or immunities
under the Pooling and Servicing Agreement or otherwise.
The Pooling and Servicing Agreement may also be amended from
time to time (including in connection with the issuance of a Supplemental
Certificate) by the Servicer, the Seller and the Master Trust Trustee with the
consent of the Holders of Investor Certificates evidencing not less than 66-2/3%
of the aggregate unpaid principal amount of the Investor Certificates of all
adversely affected Series, for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the Investor
Certificateholders; provided, however, that no such amendment to the Pooling and
Servicing Agreement shall (i) reduce in any manner the amount of or delay the
timing of distributions to be made to Investor Certificateholders or deposits of
amounts to be so distributed without the consent of such each affected Investor
Certificateholder; (ii) change the definition or the manner of calculating the
interest of any Investor Certificateholder or the amount available under any
Enhancement without the consent of each affected Investor Certificateholder;
(iii) reduce the percentage required to consent to any amendment without the
consent of each Investor Certificateholder; or (iv) adversely affect the rating
of any Series or Class by each Rating Agency without the consent of the Holders
of Investor Certificates of such Series or Class evidencing not less than
66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of
such Series or Class.
As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register of the Master Trust Trustee upon
surrender of this Certificate for registration of transfer at the office or
agency maintained by the Master Trust Trustee in New York, New York, accompanied
by a written instrument of transfer in form satisfactory to the Master Trust
Trustee duly executed by the Holder hereof or such Holder's attorney duly
authorized, and thereupon one or more new Class ___ Certificates of authorized
denominations evidencing the same aggregate fractional undivided interest will
be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Pooling and Servicing
Agreement.
As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Class ___ Certificates are
exchangeable for new Class ___ Certificates evidencing like aggregate fractional
undivided interests as requested by the Certificateholder surrendering such
Certificates. No service charge may be imposed for any such
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exchange but the Master Trust Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
therewith.
The Servicer, the Master Trust Trustee, the Transfer Agent and
any agent of any of them, may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Servicer nor
the Master Trust Trustee, the Transfer Agent, nor any agent of any of them,
shall be affected by notice to the contrary except in certain circumstances
described in the Pooling and Servicing Agreement.
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ASSIGNMENT
Social Security or other identifying number of assignee
__________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ___________________________________________________
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints __________, attorney, to transfer said certificate on
the books kept for registration thereof, with full power of substitution in the
premises.
Dated: _______________________________________1
Signature Guaranteed:
_________________________
________
1 NOTE: The signature of this assignment must correspond with the name of the
registered owner as it appears on the reverse of the within Certificate in every
particular, without alteration, enlargement or any change whatsoever.
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