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EXHIBIT 3.2 FIRST AMENDMENT FIRST AMENDMENT, dated as of July 15, 2002 (this Amendment),
representing an amendment to the Credit Agreement, dated as of December 8, 2000
(as amended, supplemented or otherwise modified, the Credit Agreement), among
NAVISTAR FINANCIAL CORPORATION, a Delaware corporation, ARRENDADORA FINANCIERA
NAVISTAR, S.A. DE C.V., a Mexican corporation, SERVICIOS FINANCIEROS NAVISTAR,
S.A. DE C.V., a Mexican corporation, and NAVISTAR COMERCIAL, S.A. DE C.V., a
Mexican corporation (each, a Borrower and collectively, the Borrowers), the
several lenders from time to time parties thereto (the Lenders), JPMORGAN
CHASE BANK (f/k/a The Chase Manhattan Bank), as administrative agent for the
Lenders (in such capacity, the Administrative Agent), BANK OF AMERICA, N.A.,
as syndication agent (in such capacity, the Syndication Agent), and THE BANK
OF NOVA SCOTIA, as documentation agent (in such capacity, the Documentation
Agent). WITNESSETH: WHEREAS, the Borrowers, the Administrative Agent, the Syndication Agent,
the Documentation Agent and the Lenders are parties to the Credit Agreement; WHEREAS, the Borrowers have requested that the Administrative Agent and
the Required Lenders agree to amend a certain provision of the Credit
Agreement; and WHEREAS, the Administrative Agent and the Lenders parties hereto are
willing to agree to the requested amendment, but only upon the terms and
conditions set forth herein; NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and in consideration of the premises contained
herein, the parties hereto agree as follows: 1. Defined Terms. Unless otherwise defined herein, capitalized terms
which are defined in the Credit Agreement are used herein as defined therein. 2. Amendment to Section 1.01 (Defined Terms). Section 1.01 of the Credit
Agreement is hereby amended by deleting the proviso at the end of the
definition of Permitted Encumbrances and replacing it with the following: provided that, with respect to clauses (a)  (h) above, the term
Permitted Encumbrances shall not include any Lien securing
Indebtedness 3. Conditions to Effectiveness of this Amendment. This Amendment shall
become effective upon receipt by the Administrative Agent of counterparts of
this Amendment duly executed by each of the Borrowers, the Administrative Agent
and the Required Lenders. E-4




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4. Representations and Warranties. On and as of the date hereof and after
giving effect to this Amendment, each Borrower hereby confirms, reaffirms and
restates the representations and warranties set forth in Article V of the
Credit Agreement mutatis mutandis, except to the extent that such
representations and warranties expressly relate to a specific earlier date in
which case each Borrower hereby confirms, reaffirms and restates such
representations and warranties as of such earlier date, and that no Default or
Event of Default has occurred and is continuing. 5. Continuing Effect; No Other Amendments. Except as expressly set forth
in this Amendment, all of the terms and provisions of the Credit Agreement are
and shall remain in full force and effect and each Borrower shall continue to
be bound by all of such terms and provisions. The amendment provided for
herein is limited to the specific section of the Credit Agreement specified
herein and shall not constitute an amendment of, or an indication of the
Administrative Agents or the Lenders willingness to amend or waive, any other
provisions of the Credit Agreement or the same section for any other date or
purpose. 6. Expenses. The Borrowers agree to pay and reimburse the Administrative
Agent for all its reasonable costs and expenses incurred in connection with the
preparation and delivery of this Amendment, including, without limitation, the
reasonable fees and disbursements of counsel to the Administrative Agent. 7. Counterparts. This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts (including by
telecopy), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. A set of the copies of this Amendment
signed by the parties hereto shall be delivered to the Borrowers and the
Administrative Agent. The execution and delivery of this Amendment by any
Lender shall be binding upon each of its successors and assigns (including
transferees of its commitments and Loans in whole or in part prior to
effectiveness hereof) and binding in respect of all of its commitments and
Loans, including any acquired subsequent to its execution and delivery hereof
and prior to the effectiveness hereof. 8. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. E-5




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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their respective duly authorized officers as of the
date first above written. NAVISTAR FINANCIAL CORPORATIONBy:Name:Title:ARRENDADORA FINANCIERA NAVISTAR, S.A. DE C.V.By:Name:Title:SERVICIOS FINANCIEROS NAVISTAR, S.A. DE C.V.By:Name:Title:NAVISTAR COMERCIAL, S.A. DE C.V.By:Name:Title: E-6




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JP MORGAN CHASE BANK, as Administrative
Agent and a LenderBy:Name:Title:BANK OF AMERICA, N.A., as Syndication Agent
and a LenderBy:Name:Title:BANK OF NOVA SCOTIA, as Documentation Agent
and a LenderBy:Name:Title:CITIBANK, N.A.By:Name:Title:CREDIT SUISSE FIRST BOSTONBy:Name:Title: E-7




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BANK ONE, NA (MAIN OFFICE CHICAGO)By:Name:Title:THE NORTHERN TRUST COMPANYBy:Name:Title:THE BANK OF NEW YORKBy:Name:Title:EXPORT DEVELOPMENT CORPORATIONBy:Name:Title:MELLON BANK, N.A.By:Name:Title:ROYAL BANK OF CANADABy:Name:Title: E-8




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BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCHBy:Name:Title:COMERICA BANKBy:Name:Title:FLEET NATIONAL BANKBy:Name:Title:BANK HAPOALIM B.M.By:Name:Title: E-9