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EXHIBIT 4.11
AMENDMENT NO. 1 TO THE
POOLING AND SERVICING AGREEMENT
THIS AMENDMENT NO. 1 (this "Amendment") is made as of September __, 1995,
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 (the "Pooling and Servicing Agreement"). In order to
clarify that the Seller maintains an interest in the Master Trust prior to the
1990 Trust Termination Date and pursuant to Section 13.01(a) of the Pooling and
Servicing Agreement, 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. The definition of "Master Trust Seller's Interest"
in Section 1.01 of the Pooling and Servicing Agreement is hereby amended and
restated to read in its entirety as follows:
"Master Trust Seller's Interest" shall mean, with respect to
any Business Day prior to the 1990 Trust Termination Date, the
interest of the Seller in the Master Trust, and with respect to any
Business Day after the 1990 Trust Termination Date, shall equal
the aggregate principal amount of Dealer Notes, plus the aggregate
amount of funds on deposit in the Excess Funding Account, plus the
aggregate amount of funds on deposit in all Series Principal
Accounts (and funds being held for deposit therein), each as of
such Business Day, minus the Trust Invested Amount on such Business
Day (or as of the Distribution Date on or immediately preceding
such Business Day).
2. 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. 1 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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