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Exhibit 4.7
AMENDMENT NO. 4 TO THE
POOLING AND SERVICING AGREEMENT
THIS AMENDMENT NO. 4 (this "Amendment") to the Pooling and
Servicing Agreement is made as of June 2, 2000 by and among Navistar Financial
Securities Corporation, a Delaware corporation ("NFSC"), Navistar Financial
Corporation, a Delaware corporation ("Navistar Financial"), and The Bank of New
York, a New York banking corporation, as Master Trust Trustee (the "Master Trust
Trustee").
NFSC, as Seller, Navistar Financial, as Servicer, 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 September 12, 1995, by Amendment
No. 2, dated March 27, 1996, and by Amendment No. 3, dated July 17, 1998 (as
amended, the "Pooling and Servicing Agreement"). In order to allow the Seller to
make certain filings on behalf of the Master Trust as required by the Securities
Act of 1933, 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 7.05. Section 7.05 of the Pooling and
Servicing Agreement is hereby deleted in its entirety and replaced with the
following:
Seller Authorized to File Reports Pursuant to Securities
Exchange Act and Securities Act. The Seller is hereby authorized (i) to file on
behalf of the Master Trust all reports required to be filed with the Securities
and Exchange Commission or any exchange or any association of securities dealers
pursuant to the Securities Exchange Act of 1934, as amended, or any rules or
regulations thereunder, and (ii) to make any filings or registrations with, and
to seek any consents or authorizations from, the Securities and Exchange
Commission and any securities authority of any jurisdiction on behalf of the
Master Trust as may be necessary or advisable to comply with the securities or
reporting requirements laws of the United States or any state or other
jurisdiction.
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. 4 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: /s/ R. Xxxxx Xxxx
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Its: Vice President and Treasurer
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NAVISTAR FINANCIAL CORPORATION
as Servicer
By: /s/ R. Xxxxx Xxxx
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Its: Vice President and Treasurer
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THE BANK OF NEW YORK
as Master Trust Trustee
By: /s/ Xxxxx Xxxxxxx
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Its: Assistant Treasurer
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