AMENDMENT NO. 2 TO THE SERIES 1995-1 SUPPLEMENT
AMENDMENT
NO. 2 TO
THE
THIS
AMENDMENT NO. 2 to Series 1995-1 Supplement (this "Amendment") is made as of
August 19, 1997 by and among Navistar Financial Securities Corporation, a
Delaware corporation ("NFSC"), Navistar Financial Corporation, a Delaware
corporation ("NFC"), and The Bank of New York, a New York banking corporation,
as Master Trust Trustee (the "Master Trust Trustee”).
NFSC,
as
Seller, NFC, as Servicer, and the Master Trust Trustee are parties to a Series
1995-1 Supplement (the "Series Supplement") dated as of June 8, 1995 to the
Pooling and Servicing Agreement dated as of June 8, 1995 among NFSC, as Seller,
NFC, as Servicer, the Master Trust Trustee and The Chase Manhattan Bank, as
1990
Trust Trustee (the "Pooling and Servicing Agreement). In order to provide for
more efficient trust collections and distributions for Investor
Certificateholders the Seller, the Servicer and the Master Trust Trustee have
agreed to amend the Series Supplement in the manner set forth herein.
Capitalized terms used herein but not otherwise defined have the meanings set
forth in the Series Supplement.
SECTION
1. Amendments to Section
2.01.
1.1
Section 2.01 of the Series
Supplement is hereby amended by adding the following definition immediately
after the definition of "Early
Distribution Notice":
"Eligible
Investments” shall
mean:
(a) book-entry
securities, negotiable instruments or securities represented by instruments
in
bearer or registered form having (except in the case of clause (iv) below)
remaining maturities occurring not later than the Distribution Date next
succeeding the Master Trust Trustee's acquisition thereof, except as otherwise
described herein, that evidence:
(i ) direct
obligations of, and obligations fully guaranteed as to timely payment by, the
United States of America;
(ii) demand
deposits, time deposits or certificates of deposit of, or bankers' acceptances
issued by, any depository institution or trust company incorporated under the
laws of the United States of America or any state thereof (or any domestic
branch of a foreign bank) and subject to supervision and examination by federal
or state banking or depository institution authorities; provided, however, that at
the time of the Master Trust's investment or contractual commitment to invest
therein, the commercial paper or other short-term unsecured debt obligations
(other than such obligations the rating of which is based on the credit of
a
person or entity other than such depository institution or trust company) of
such depository institution or trust company shall have a credit rating not
lower than the highest investment category for short term unsecured debt
obligations granted by the applicable Rating Agency from each Rating Agency
then
Rating the affected Series of Investor Certificates;
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(iii) commercial
paper having, at the time of the Master Trust's investment or contractual
commitment to investment therein, a rating not lower than the highest investment
category for short term unsecured debt obligations granted by the applicable
Rating Agency from each Rating Agency then Rating the affected Series of
Investor Certificates;
(iv) except
during an Investment Period, investments in money market funds or common trust
funds having a rating not lower than the highest investment category for short
term unsecured debt obligations granted by the applicable Rating Agency from
each Rating Agency then Rating the affected Series of Investor Certificates
or
otherwise approved in writing by each of such Rating Agencies (including funds
for which the Master Trust Trustee or the 1990 Trust Trustee or any of their
respective affiliates is investment manager or, advisor, so long as such fund
shall have such rating);
(v) repurchase
obligations (x) with respect to any security that is a direct obligation of,
or
fully guaranteed by, the United States of America or any agency or
instrumentality thereof the obligations of which are backed by the full faith
and credit of the United States of America, in either case, entered into with
a
depository institution or trust company (acting as principal) described in
clause (ii) or (y) the counterparty for which has a rating not lower than the
highest investment category for short term unsecured debt obligations granted
by
the applicable Rating Agency from each Rating Agency then Rating the affected
Series of Investor Certificates, the collateral for which is held by a custodial
bank for the benefit of the Trust or the Indenture Trustee, is marked to market
daily and is maintained in an amount that exceeds the amounts of such repurchase
obligation, and which required liquidation of the collateral immediately upon
the amount of such collateral being less than the amount of such repurchase
obligation (unless the counterparty immediately satisfies the repurchase
obligation upon being notified of such shortfall); or
(vi) commercial-paper,
master notes where the issuer has, at the time of the Master. Trust's investment
or contractual commitment to invest therein, a rating not lower than the highest
investment category for short term unsecured debt obligations granted by the
applicable Rating Agency from each Rating Agency then Rating the Series 1995-1
Certificates; and
(b)
any other investment consisting of a financial asset that by its terms converts
to cash within a finite period of time, provided that the Rating Agency
Condition is satisfied.
Eligible
Investments of funds in the Series Principal Account, Negative Carry Reserve
Fund and the Liquidity Reserve Account will be subject to the following
additional restrictions: (x) no more than 20% of the aggregate Eligible
Investments in all such accounts collectively shall be obligations of or
investments in any single issuer (except that such 20% limitation shall not
apply to Eligible Investments of the type specified in clause (a)(i)); and
(y)
each Eligible Investment shall be denominated and be payable solely in U.S.
dollars, shall bear interest at a specified rate that is, or is based upon,
LIBOR or a commercial paper rate, shall entitle the holder to a fixed principal
amount at maturity and shall have a yield that is not inversely or
disproportionately affected by changes in interest rates:
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1.2 Section
2.01 of the Series Supplement is hereby amended by adding the following
definition immediately after the definition
of
"Reference
Banks":
"Remaining
Available Seller's
Principal Collections" shall have the meaning specified in Section
4.08(d).
1.3 Section
2.01 of the Series Supplement is hereby amended by adding the following
definition immediately after the definition of "Series 1995-1
Accounts":
"Series
1995-1 Accumulation
Period Principal
Shortfall" shall
mean, with respect to any Business Day occurring during the Accumulation Period,
the excess, if any, of the Controlled Deposit Amount for the Due Period in
which
such Business Day occurs over the amount of Investor Principal Collections
deposited in the Series Principal Account on such Business Day when added to
the
amount of Investor
Principal Collections previously deposited in the Series Principal Account
during such Due Period.
1.4
Section 2.01 of the Series Supplement is hereby amended by adding the following
definition immediately after the definition of “Series 1995 -1 Shared Principal
Collections”:
“Series
1995-1 Shared Seller
Principal Collections”: shall have the meaning specified in Section
4.08(d)(v).
SECTION
2. Amendments to Section
4.08.
2.1 Section
4.08(c) of the Series Supplement is hereby amended to read as
follows:
(c) Seller’s
Principal
Collections During the Revolving Period. During the Revolving
Period, all Seller's Principal Collections for such Business Day shall be deemed
to be Series 1995-1 Shared Seller Principal Collections and shall be allocated
as provided in Section 4.08(d)(iii).
2.2 The
final sentence in Section 4.08(d)(i) is hereby deleted in its entirety and
replaced with the following:
Any
remaining Available Seller's Principal Collections for such Business Day shall
be deemed to be "Remaining Available Seller's Principal Collections," which
shall be included in Series 1995-1 Shared Seller Principal Collections and
allocated as provided in clause (iii) below. During the Accumulation Period,
Excess Seller's Principal Collections shall be included in Series 1995-1 Shared
Seller Principal Collections and allocated as provided in clause (iii)
below.
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2.3 The final
sentence of Section 4.08(d)(ii) is hereby deleted in its entirety and replaced
with the following:
Any
remaining Available Seller's Principal Collections for such Business Day shall
be deemed to be "Remaining Available Seller's Principal Collections." During
any Early
Amortization Period or any Investment Period, all Excess Seller's Principal
Collections, all Remaining Available Seller's Principal Collections and all
shared seller principal collections of any other Series that provides for shared
seller principal collections not allocated in respect of principal shortfalls
shall be allocated and paid to the Seller or deposited in the Excess Funding
Account to the extent necessary to maintain the Master Seller's Interest at
any
amount equal to (or, in the Seller's discretion, greater than) the Minimum
Master Trust Seller's Interest.
2.4 Section
4.08(d) (iii) is deleted in its entirety and replaced with the
following:
(iii) During
the Revolving Period or the Accumulation Period, Series 1995-1 Shared Seller
Principal Collections, if any, and shared seller principal collections for
any
other Series that provides for shared seller principal collections shall be
determined on each business day and allocated in the following priority: (i)
to
the 1995-1 Series to the extent of any Series 1995-1 Accumulation Period
Principal Shortfall and to any other. Series to the extent such Series provides
for the use of shared seller principal collections in respect of principal
shortfalls, (ii) to the Excess Funding Account to the extent necessary to
maintain the Master Trust Seller's Interest at an amount equal, to (or, in
the
discretion of the Seller, greater than) the Minimum Master Trust Seller's
Interest and (iii) to the Seller. If shared seller principal collections for
all
Series, including Series 1995-1 Shared Seller Principal Collections, are less
than the shortfalls for which shared seller principal collections may be used,
including any Series 1995-1 Accumulation Period Principal Shortfall, then such
shared seller principal collections will be allocated to all such shortfalls,
including any Series 1995-1 Accumulation Period Principal Shortfall, prorata
based
on the relative
amounts of each such shortfall.
2.5 The
following paragraph is added as a new paragraph (d)(v) to Section
4.08:
(v) "Series
1995-1 Shared Seller Principal Collections" means on each Business Day (i)
during a Revolving Period, all Available Seller's
Principal
Collections and all Excess Seller's Principal Collections and (ii) during an
Accumulation Period, all Remaining Available Seller's Principal Collections
and
all Excess Seller's Principal Collections. There shall be no Series 1995-1
Shared Seller Principal Collections during any Early Amortization Period or
Investment Period.
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2.6 The
following paragraph is added as a new paragraph (e) to Section
4:08:
(e)
If on
any Distribution Date during an Early Amortization Period after the application
of all funds to be allocated or distributed on such date the excess, if any,
of
(x) the Invested Amount over (y) the amount in the Series Principal Account
(the
"Early Amortization Period Shortfall Amount") is less than or equal to the
aggregate amount of funds contained in the Liquidity Reserve Account, then
funds
shall be withdrawn from the Liquidity Reserve Account in an amount equal to
the
Early Amortization Period Shortfall Amount and shall be deposited in the Series
Principal Account.
SECTION
3. Amendment to Section
5.02. The following paragraph is added as a new paragraph
(a)(xix)
to Section 5.02:
(xix)
the
amount of Remaining Available Seller's Principal Collections, the amount of
Excess Seller's Principal Collections and Remaining Available Seller's Principal
Collections treated as Series 1995-1 Shared Seller Principal Collections, the
amount of Shared Seller Principal Collections from other Series, and the amount
of Shared Seller Principal Collections allocated to Series 1995-1 and to other
Series, each for the related Due Period.
SECTION
4. Amendment to Exhibit
B-2: The following entries are hereby added to Section 4 of the Form of
Monthly Servicer and Settlement Certificate:
4.47 The
amount of Remaining Available Seller’s Principal Collections
for the Due Period……………..…$__________
4.48 The
amount of Series 1995-1 Shared Seller’s Principal Collections
for the Due Period………………....$__________
4.49 The
aggregate amount of Shared Seller’s Principal Collections
from Other Series for the Due Period..$__________
4.50 The
amount of all Shared Seller’s Principal Collections Allocated
to Series 1995-1 for the Due Period..$__________
SECTION
5. Effectiveness of
this
Amendment. This Amendment shall become effective upon satisfaction of
each of the following requirements:
5.1
Delivery by each Rating Agency of its written confirmation that this Amendment
shall not cause such Rating Agency to withdraw or lower its outstanding rating
of the Series 1995-1 Investor Certificates.
5.2
Execution and delivery by the Servicer of the Officer's Certificate attached
hereto as Exhibit A.
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SECTION
6. Miscellaneous.
This
Amendment shall be construed in accordance with the internal laws of the State
of Illinois, without reference to its conflict of law provisions, except that
the obligations, rights and remedies of the Master Trust Trustee shall be
determined in accordance with the internal laws of the State of New York,
without regard to conflict of law provisions. This Amendment may be executed
in
two or more counterparts, each of which shall be an original, but all of which
together constitute one and the same instrument. The provisions of this
Amendment shall be deemed to be incorporated in, and made a part of, the Series
Supplement; and the
Series Supplement,
as amended by this Amendment, shall be read, taken and construed as one and
the
same instrument. Promptly after the execution of this Amendment the Master
Trust
Trustee shall furnish written notification of the substance of this Amendment
to
each Series 1995-1 Certificateholder.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to the
Series 1995-1 Supplement to be duly executed by their respective officers as
of
the date first written above.
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NAVISTAR
FINANCIAL SECURITIES CORPORATION
As
Seller
By:
/s/ X.X. XXXX
Name: R.
Xxxxx Xxxx
Title: Vice
President
|
|
|
NAVISTAR
FINANCIAL CORPORATION
as
Servicer
By:
/s/ X.
X. XXXX
Name: R.
Xxxxx Xxxx
Title: Vice
President
|
|
THE
BANK OF NEW YORK
as
Master Trust Trustee
By:
/s/ XXXXX
X.
XXXXXXXX
Name:
Xxxxx X. Xxxxxxxx
Title:
Assistant Vice President
|
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