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EXHIBIT 4.12
AMENDMENT NO. 2 TO THE
POOLING AND SERVICING AGREEMENT
THIS AMENDMENT NO. 2 (this "Amendment") is made as of March __, 1996, by
and among Navistar Financial Securities Corporation, a Delaware corporation
("NFSC"), Navistar Financial Corporation, a Delaware corporation ("NFC"), and
The Bank of New York, as Master Trust Trustee (the "Master Trust Trustee").
NFSC, as Seller, NFC, as Servicer, Chemical Bank, as 1990 Trust Trustee,
and the Master Trust Trustee are parties to a Pooling and Servicing Agreement,
dated as of June 8, 1995, and amended by Amendment No. 1 dated as of September
12, 1995 (as amended, the "Pooling and Servicing Agreement"). In order to (i)
include with the definition of an Eligible Dealer Note a Dealer Note which
finances any used medium or heavy-duty truck, bus or trailer, (ii) ensure that
the Master Trust Trustee has sufficient funds to pay Monthly Interest to the
Series 1995-1 Certificateholders and (iii) provide a mechanism for funds owing
to the Seller to be paid to the Seller, the Seller, the Servicer and the Master
Trust Trustee have agreed to amend the Pooling and Servicing Agreement in the
manner set forth herein. Capitalized terms used herein but not otherwise
defined have the meanings set forth in the Pooling and Servicing Agreement.
1. Amendment to Section 1.01. Section 1.01 of the Pooling and Servicing
Agreement is hereby amended as follows:
1.1 The following definition is added immediately after the
definition of "1990 Trust Agreement":
"1990 Trust Excess Servicing Amounts" means the amounts
specified in Sections 4.03(d)(i)(D), 4.03(d)(i)(F), 4.03(e)(i)(D)
and 4.03(e)(i)(J) of the 1990 Trust Agreement as payable to the
Seller, the rights to receive such amounts having been conveyed to
the Master Trust pursuant to Section 2.01 of this Agreement.
1.2 Clause (v) of the definition of "Eligible Dealer Note" is
deleted in its entirety and replaced with the following:
"(v) which finances a new medium or heavy-duty truck, bus or
trailer produced by or for a member of the Navistar Group or an OEM
Supplier or a used medium or heavy-duty truck, bus or trailer."
2. Section 4.07. The following new Section 4.07 is added to the Pooling
and Servicing Agreement:
"SECTION 4.07 Payments to Seller. Except as otherwise provided in
this Agreement or any Supplement, all payments required to be made to the
Seller or the holder of the 1990 Trust Seller's Certificate pursuant to
the 1990 Trust Agreement
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(the right to receive such payments having been conveyed to the Master
Trust pursuant to Section 2.01 of this Agreement) shall be paid to the
Seller at the times specified in the 1990 Trust Agreement."
3. Miscellaneous. This Amendment shall be construed in accordance with
the internal laws of the State of Illinois, without reference to its conflict
of law provisions, except that the obligations, rights and remedies of the
Master Trust Trustee shall be determined in accordance with the internal laws
of the State of New York, without regard to conflict of law provisions. This
Amendment may be executed in two or more counterparts, each of which shall be
an original, but all of which together constitute one and the same instrument.
The provisions of this Amendment shall be deemed to be incorporated in, and
made a part of, the Pooling and Servicing Agreement; and the Pooling and
Servicing Agreement, as amended by this Amendment, shall be read, taken and
construed as one and the same instrument. Promptly after the execution of this
Amendment the Master Trust Trustee shall furnish written notification of the
substance of this Amendment to each Investor Certificateholder.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
the Pooling and Servicing Agreement to be duly executed by their respective
officers as of the date first written above.
NAVISTAR FINANCIAL SECURITIES
CORPORATION
as Seller
By:
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Its:
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NAVISTAR FINANCIAL CORPORATION
as Servicer
By:
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Its:
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THE BANK OF NEW YORK
as Master Trust Trustee
By:
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Its:
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