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 Agre