Exhibit 10.04
AMENDMENT NO. 3 TO THE
POOLING AND SERVICING AGREEMENT
THIS AMENDMENT NO. 3 (this "Amendment") is made
as of July 17, 1998, 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, The Chase
Manhattan Bank (formerly known as
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 and by Amendment No. 2, dated March 27, 1996
(as amended, the "Pooling
and Servicing Agreement"). In order to (i) include within
the definition of Eligible
Investments certain additional investments and (ii) change the
concentration of Eligible
Investments allowed in the Series Principal Account, Excess
Funding Account, Negative Carry
Account and the Liquidity Reserve Account, 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. The definition
of "Eligible Investments"
in Section 1.01 of the Pooling and Servicing Agreement is hereby
deleted in its entirety and
replaced with the following:
"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 clauses (iv)
or (vii) below) remaining maturities occurring not later
than the Distribution Date
next succeeding the Master Trust Trustee's acquisition
thereof, except as otherwise
described herein or the related Supplement, 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;
(iii) commercial paper having, 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 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
