exhibit10_103.htm


    AMENDMENT
      NO. 1 TO
      THE

    POOLING
      AND SERVICING
      AGREEMENT

    


    THIS
      AMENDMENT NO. 1 (this "Amendment") is made as of September 12, 1995, 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 (the "Pooling and Servicing Agreement").  In order to clarify
      that the Seller maintains an interest in the Master Trust prior to the 1990
      Trust Termination Date and pursuant to Section 13.01(a) of 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.   The
      definition of "Master Trust Seller's Interest" in Section 1.01 of the Pooling
      and Servicing Agreement is hereby amended and restated to read in its entirety
      as follows:

    


    "Master
      Trust Seller's
      Interest" shall mean, with respect to any Business Day prior to the 1990
      Trust Termination Date, the interest of the Seller in the Master Trust, and
      with
      respect to any Business Day  after the 1990 Trust Termination Date,
      shall equal the aggregate principal amount of Dealer Notes, plus the aggregate
      amount of funds on deposit in the Excess Funding Account, plus the aggregate
      amount of funds on deposit in all Series Principal Accounts (and funds being
      held for deposit therein), each as of such Business Day, minus the Trust
      Invested Amount on such Business Day (or as of the Distribution Date on or
      immediately preceding such Business Day).

    


    2.           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. 1 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:  ______________________________________

    


    Its:  ______________________________________

    


    NAVISTAR
      FINANCIAL CORPORATION

    as
      Servicer

    


    By:  ______________________________________

    


    Its:  ______________________________________

    


    THE
      BANK
      OF NEW YORK

    as
      Master
      Trust Trustee

    


    By:  ______________________________________

    


    Its:  ______________________________________

    


     

    
      
        
        

      

      
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