Exhibit
4.6


 


EXECUTION
COPY


 


AMENDMENT
NO. 7 TO THE

POOLING AND SERVICING AGREEMENT


 


THIS AMENDMENT NO. 7
(this “Amendment”) to the Pooling and Servicing Agreement is made as of
June 10, 2004 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, by
Amendment No. 3, dated July 17, 1998, by Amendment No. 4 dated June 2, 2000, by
Amendment No. 5, dated as of July 13, 2000 and by Amendment No. 6, dated
October 31, 2003 (as amended, 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
to Section 1.01.  The definition of
“OEM Supplier” shall be deleted in its entirety and replaced with the
following:


 


“OEM
Supplier” shall mean any Person who sells OEM Vehicles to a
Dealer.


 


2.                             Amendment
to Section 6.09(b)(vi).  Section
6.09(b)(vi) of the Pooling and Servicing Agreement is hereby deleted in its
entirety and replaced with the following:


 


“(vi) the Seller shall
have delivered to the Master Trust Trustee and any Enhancement Provider a Tax
Opinion and an opinion of counsel that the Investor Certificates of the new
Series will be characterized as (i) debt, (ii) a partnership interest (other
than an interest in a publicly traded partnership) or (iii) an interest in an
entity disregarded as separate from the Seller; in any case, dated the Series
Issuance Date, with respect to such issuance; and”


 


3.             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. 7 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/ Andrew J. Cederoth

  	
   

  
	
   

  	
  Name: Andrew J. Cederoth

  
	
   

  	
  Title: Vice President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NAVISTAR FINANCIAL CORPORATION

  
	
   

  	
  as Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew J. Cederoth

  	
   

  
	
   

  	
  Name: Andrew J. Cederoth

  
	
   

  	
  Title: Vice President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
  as Master Trust Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ Jonathan Farber

  	
   

  
	
   

  	
  Name:  Jonathan Farber

  
	
   

  	
  Title:   Assistant Treasurer

  
						



 


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