Exhibit 10.03
AMENDMENT NO. 2 TO THE
POOLING AND SERVICING AGREEMENT
THIS AMENDMENT NO. 2 (this "Amendment") is made as of March 27, 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 (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. 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: ______________________________________
Its: ______________________________________
NAVISTAR FINANCIAL CORPORATION
as Servicer
By: ______________________________________
Its: ______________________________________
THE BANK OF NEW YORK
as Master Trust Trustee
By: ______________________________________
Its: ______________________________________
