AMENDMENT NO. 1 TO THE POOLING AND SERVICING AGREEMENT
AMENDMENT
NO. 1 TO
THE
THIS
AMENDMENT NO. 1 (this "Amendment") is made as of September 12, 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: ______________________________________
Its: ______________________________________
NAVISTAR
FINANCIAL CORPORATION
as
Servicer
By: ______________________________________
Its: ______________________________________
THE
BANK
OF NEW YORK
as
Master
Trust Trustee
By: ______________________________________
Its: ______________________________________
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