exhibit10_145.htm


     

    
      AMENDMENT
        NO. 1 TO
        THE

      SERIES
        1995-1
        SUPPLEMENT

      


      THIS
        AMENDMENT NO. 1  (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, a New York banking corporation, as Master Trust Trustee
        (the "Master Trust Trustee").

      


      NFSC,
        as
        Seller, NFC, as Servicer, and the Master Trust Trustee are parties to a Series
        1995-1 Supplement (the "Series Supplement") dated as of June 8, 1995 to the
        Pooling and Servicing Agreement dated as of June 8, 1995 among NFSC, as Seller,
        NFC, as Servicer, the Master Trust Trustee and Chemical Bank, as 1990 Trust
        Trustee.  In order to ensure that the Master Trust Trustee has
        sufficient funds to pay Monthly Interest to the Series 1995-1
        Certificateholders, the Seller, the Servicer and the Master Trust Trustee
        have
        agreed to amend the Series Supplement in the manner set forth
        herein.  Capitalized terms used herein but not otherwise defined have
        the meanings set forth in the Series Supplement.

      


      1.           Amendment
        to Section
        2.01.  Section 2.01 of the Series Supplement is hereby amended
        by adding the following definitions immediately after the definition of "Monthly
        Interest":

      


      '"Monthly
        Interest Reserve Amount" shall mean, with respect to each Distribution Date
        related to a Due Period commencing prior to the 1990 Trust Termination Date,
        $300,000.

      


      '"Monthly
        Interest Reserve Deposit Amount" shall mean, with respect to each Distribution
        Date related to a Due Period commencing prior to the 1990 Trust Termination
        Date, the excess, if any, of (a) the Monthly Interest Reserve Amount for
        such
        Distribution Date over (b) the amount of funds on deposit in the Spread Account
        on such Distribution Date.

      


      2.           Amendment
        to Section
        4.02.  Section 4.02(b)(i) of the Series Supplement is hereby
        amended by adding the following sentence immediately prior to the last sentence
        of such Section:

      


      "Effective
        as of March __, 1996, the Seller shall cause $300,000 of its funds to be
        deposited in the Spread Account."

      


      3.           Amendment
        to Section
        4.03.                                                                Section
        4.03 of the Series Supplement is hereby amended as follows:

      


      3.1           The
        paragraph heading to Section 4.03 is hereby deleted in its entirety and replaced
        with the following:

      


      "Applications
        of Class A-4
        Investor Collections and 1990 Trust Excess Servicing Amounts Prior to the
        1990
        Trust Termination Date"

      


      
        
          
          

        

        
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      3.2           Clause
        (a) of Section 4.03 is hereby amended in its entirety and replaced with the
        following:

      


      "(a)           Class
        A-4 Investor
        Certificate Interest Collections.  On each Distribution Date
        related to a Due Period commencing prior to the 1990 Trust Termination Date,
        the
        Master Trust Trustee, acting in accordance with instructions from the Servicer,
        shall apply Class A-4 Investor Certificate Interest Collections for such
        Due
        Period and Investment Income for the related Distribution Period in the
        following amounts and in the following order of priority:

       

      (i
        )           Monthly
        Interest.  An amount equal to Monthly Interest for the related
        Distribution Period plus any Monthly Interest
        due
        with respect to any prior Distribution Period not previously distributed
        to the
        Series 1995-1 Certificateholders on a prior Distribution Date, plus to the extent
        permitted
        by law, interest at the Certificate Rate that has accrued on Monthly Interest
        that was due pursuant to this clause (i) but was not previously distributed
        to
        the Series 1995-1 Certificateholders on a prior Distribution Date shall be
        deposited in the Distribution Account.

      


      (ii)           Spread
        Account.  An amount equal to the Monthly Interest Reserve
        Deposit Amount (as reduced by the amount of any deposit made pursuant to
        Section
        4.03(c)) shall be deposited in the Spread Account.

      


      (iii)           Negative
        Carry Reserve Fund
        Deposit Amount.   For any Distribution Date related to a
        Due Period occurring during an Investment Period or an Early Amortization
        Period, an amount equal to the Negative Carry Reserve Fund Deposit Amount
        shall
        be deposited in the Negative Carry Reserve Fund.

      


      (iv)           Allocation
        to
        Seller.  Any remaining Class A-4 Investor Certificate Interest
        Collections for the related Due Period and Investment Income for the related
        Distribution  Period shall be allocated and paid to the
        Seller.

      


      
        
          
          

        

        
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      If
        Class
        A-4 Investor Certificate Interest Collections for the related Due Period
        and
        Investment Income for the related Distribution Period are not sufficient
        to make
        all distributions required by Section 4.03(a)(i), the Master Trust Trustee
        shall
        withdraw funds from the Spread Account to the extent of such insufficiency
        and
        apply such funds in the same manner as Class A-4 Investor Certificate Interest
        Collections pursuant to Section 4.03(a)(i).

      


      If
        during
        any Investment Period or Early Amortization Period, Class A-4 Investor
        Certificate Interest Collections for the related Due Period, Investment Income
        for the related Distribution  Period  and amounts on deposit
        in the Spread Account (after giving effect to deposits made pursuant to clause
        (ii) above and Section 4.03(c)) are not sufficient to make all distributions
        required by Section 4.03(a)(i), the Master Trust Trustee shall withdraw funds
        from the Negative Carry Reserve Fund to the extent of such insufficiency
        and
        apply such funds in the same manner as Class A-4 Investor Certificate Interest
        Collections pursuant to Section 4.03(a)(i).  The Negative Carry
        Subordinated Amount shall be reduced by the product of (i) the amount so
        applied
        and (ii) 1.00 plus the
        Subordinated Percentage."

       

      3.3           The
        following paragraph is added as a new paragraph (c) to Section
        4.03:

      


      (c)           Deposit
        in Spread
        Account.    On each Distribution Date related to a
        Due Period commencing prior to the 1990 Trust Termination Date, the Master
        Trust
        Trustee, acting in accordance with instructions from the Servicer, shall,
        out of
        1990 Trust Excess Servicing Amounts otherwise payable to the Seller on the
        immediately preceding Transfer Date pursuant to Section 4.07 of the Pooling
        and
        Servicing Agreement, deposit in the Spread Account an amount equal to the
        Monthly Interest Reserve Deposit Amount (calculated before giving effect
        to
        deposits made pursuant to clause (ii) of paragraph (a) above).

      


      5.           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 Series Supplement; and the Series Supplement, 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 Series 1995-1 Certificateholder.

      


      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to the
        Series 1995-1 Supplement to be duly executed by their respective officers
        as of
        the date first written above.

      


      NAVISTAR
        FINANCIAL SECURITIES CORPORATION

      as
        Seller

      


      


      By:  ______________________________________

      


      Its:  ______________________________________

      


      NAVISTAR
        FINANCIAL CORPORATION

      as
        Servicer

      


      By:  ______________________________________

      


      Its:  ______________________________________

      


      THE
        BANK
        OF NEW YORK

      as
        Master
        Trust Trustee

      


      By:  ______________________________________

      


      Its:  ______________________________________

      


      



      
        
          
          

        

        
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