Exhibit 10.02
AMENDMENT NO. 1 TO THE
POOLING AND SERVICING AGREEMENT
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.
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: ______________________________________
