exhibit10_146.htm


     

    AMENDMENT
      NO. 2 TO
      THE

     

    SERIES
      1995-1
      SUPPLEMENT

     

    THIS
      AMENDMENT NO. 2 to Series 1995-1 Supplement (this "Amendment") is made as of
      August 19, 1997 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 The Chase Manhattan Bank, as
      1990
      Trust Trustee (the "Pooling and Servicing Agreement). In order to provide for
      more efficient trust collections and distributions for Investor
      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.

     

    SECTION
      1.       Amendments to Section
      2.01.

     

    1.1
      Section 2.01 of the Series
      Supplement is hereby amended by adding the following definition immediately
      after the definition of "Early
      Distribution Notice":

     

    "Eligible
      Investments” shall
      mean:

     

    (a)          book-entry
      securities, negotiable instruments or securities represented by instruments
      in
      bearer or registered form having (except in the case of clause (iv) below)
      remaining maturities occurring not later than the Distribution Date next
      succeeding the Master Trust Trustee's acquisition thereof, except as otherwise
      described herein, that evidence:

     

                
      (i )  direct
      obligations of, and obligations fully guaranteed as to timely payment by, the
      United States of America;

     

                
      (ii)  demand
      deposits, time deposits or certificates of deposit of, or bankers' acceptances
      issued by, any depository institution or trust company incorporated under the
      laws of the United States of America or any state thereof (or any domestic
      branch of a foreign bank) and subject to supervision and examination by federal
      or state banking or depository institution authorities; provided, however, that at
      the time of the Master Trust's investment or contractual commitment to invest
      therein, the commercial paper or other short-term unsecured debt obligations
      (other than such obligations the rating of which is based on the credit of
      a
      person or entity other than such depository institution or trust company) of
      such depository institution or trust company shall have a credit rating not
      lower than the highest investment category for short term unsecured debt
      obligations granted by the applicable Rating Agency from each Rating Agency
      then
      Rating the affected Series of Investor Certificates;

     

    
      
        
        

      

      
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      (iii)  commercial
      paper having, at the time of the Master Trust's investment or contractual
      commitment to investment therein, a rating not lower than the highest investment
      category for short term unsecured debt obligations granted by the applicable
      Rating Agency from each Rating Agency then Rating the affected Series of
      Investor Certificates;

     

    (iv)  except
      during an Investment Period, investments in money market funds or common trust
      funds having a rating not lower than the highest investment category for short
      term unsecured debt obligations granted by the applicable Rating Agency from
      each Rating Agency then Rating the affected Series of Investor Certificates
      or
      otherwise approved in writing by each of such Rating Agencies (including funds
      for which the Master Trust Trustee or the 1990 Trust Trustee or any of their
      respective affiliates is investment manager or, advisor, so long as such fund
      shall have such rating);

     

    (v)  repurchase
      obligations (x) with respect to any security that is a direct obligation of,
      or
      fully guaranteed by, the United States of America or any agency or
      instrumentality thereof the obligations of which are backed by the full faith
      and credit of the United States of America, in either case, entered into with
      a
      depository institution or trust company (acting as principal) described in
      clause (ii) or (y) the counterparty for which has a rating not lower than the
      highest investment category for short term unsecured debt obligations granted
      by
      the applicable Rating Agency from each Rating Agency then Rating the affected
      Series of Investor Certificates, the collateral for which is held by a custodial
      bank for the benefit of the Trust or the Indenture Trustee, is marked to market
      daily and is maintained in an amount that exceeds the amounts of such repurchase
      obligation, and which required liquidation of the collateral immediately upon
      the amount of such collateral being less than the amount of such repurchase
      obligation (unless the counterparty immediately satisfies the repurchase
      obligation upon being notified of such shortfall); or

     

    (vi)  commercial-paper,
      master notes where the issuer has, at the time of the Master. Trust's investment
      or contractual commitment to invest therein, a rating not lower than the highest
      investment category for short term unsecured debt obligations granted by the
      applicable Rating Agency from each Rating Agency then Rating the Series 1995-1
      Certificates; and

     

     

     (b)          
      any other investment consisting of a financial asset that by its terms converts
      to cash within a finite period of time, provided that the Rating Agency
      Condition is satisfied.

     

    Eligible
      Investments of funds in the Series Principal Account, Negative Carry Reserve
      Fund and the Liquidity Reserve Account will be subject to the following
      additional restrictions: (x) no more than 20% of the aggregate Eligible
      Investments in all such accounts collectively shall be obligations of or
      investments in any single issuer (except that such 20% limitation shall not
      apply to Eligible Investments of the type specified in clause (a)(i)); and
      (y)
      each Eligible Investment shall be denominated and be payable solely in U.S.
      dollars, shall bear interest at a specified rate that is, or is based upon,
      LIBOR or a commercial paper rate, shall entitle the holder to a fixed principal
      amount at maturity and shall have a yield that is not inversely or
      disproportionately affected by changes in interest rates:

     

    
      
        
        

      

      
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                  1.2            Section
      2.01 of the Series Supplement is hereby amended by adding the following
      definition immediately after the definition
      of
"Reference
      Banks":

     

    "Remaining
      Available Seller's
      Principal Collections" shall have the meaning specified in Section
      4.08(d).

     

                  1.3              Section
      2.01 of the Series Supplement is hereby amended by adding the following
      definition immediately after the definition of "Series 1995-1
      Accounts":

     

    "Series
      1995-1 Accumulation
      Period Principal
      Shortfall" shall
      mean, with respect to any Business Day occurring during the Accumulation Period,
      the excess, if any, of the Controlled Deposit Amount for the Due Period in
      which
      such Business Day occurs over the amount of Investor Principal Collections
      deposited in the Series Principal Account on such Business Day when added to
      the
      amount  of Investor
      Principal Collections previously deposited in the Series Principal Account
      during such Due Period.

     

                        1.4           
      Section 2.01 of the Series Supplement is hereby amended by adding the following
      definition immediately after the definition of “Series 1995 -1 Shared Principal
      Collections”:

     

     

    “Series
      1995-1 Shared Seller
      Principal Collections”: shall have the meaning specified in Section
      4.08(d)(v).

     

    SECTION
      2.            Amendments to Section
      4.08.

     

     

    2.1           Section
      4.08(c) of the Series Supplement is hereby amended to read as
      follows:

     

    (c)           Seller’s
      Principal
      Collections During the Revolving Period.  During the Revolving
      Period, all Seller's Principal Collections for such Business Day shall be deemed
      to be Series 1995-1 Shared Seller Principal Collections and shall be allocated
      as provided in Section 4.08(d)(iii).

     

    2.2           The
      final sentence in Section 4.08(d)(i) is hereby deleted in its entirety and
      replaced with the following:

     

    Any
      remaining Available Seller's Principal Collections for such Business Day shall
      be deemed to be "Remaining Available Seller's Principal Collections," which
      shall be included in Series 1995-1 Shared Seller Principal Collections and
      allocated as provided in clause (iii) below. During the Accumulation Period,
      Excess Seller's Principal Collections shall be included in Series 1995-1 Shared
      Seller Principal Collections and allocated as provided in clause (iii)
      below.

                       

    
      
        
        

      

      
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      2.3           The final
      sentence of Section 4.08(d)(ii) is hereby deleted in its entirety and replaced
      with the following:

     

    Any
      remaining Available Seller's Principal Collections for such Business Day shall
      be deemed to be "Remaining Available Seller's Principal Collections." During
      any Early
      Amortization Period or any Investment Period, all Excess Seller's Principal
      Collections, all Remaining Available Seller's Principal Collections and all
      shared seller principal collections of any other Series that provides for shared
      seller principal collections not allocated in respect of principal shortfalls
      shall be allocated and paid to the Seller or deposited in the Excess Funding
      Account to the extent necessary to maintain the Master Seller's Interest at
      any
      amount equal to (or, in the Seller's discretion, greater than) the Minimum
      Master Trust Seller's Interest.

     

                   2.4  Section
      4.08(d) (iii)  is deleted in its entirety and replaced with the
      following:

     

              
      (iii)            During
      the Revolving Period or the Accumulation Period, Series 1995-1 Shared Seller
      Principal Collections, if any, and shared seller principal collections for
      any
      other Series that provides for shared seller principal collections shall be
      determined on each business day and allocated in the following priority: (i)
      to
      the 1995-1 Series to the extent of any Series 1995-1 Accumulation Period
      Principal Shortfall and to any other. Series to the extent such Series provides
      for the use of shared seller principal collections in respect of principal
      shortfalls, (ii) to the Excess Funding Account to the extent necessary to
      maintain the Master Trust Seller's Interest at an amount equal, to (or, in
      the
      discretion of the Seller, greater than) the Minimum Master Trust Seller's
      Interest and (iii) to the Seller. If shared seller principal collections for
      all
      Series, including Series 1995-1 Shared Seller Principal Collections, are less
      than the shortfalls for which shared seller principal collections may be used,
      including any Series 1995-1 Accumulation Period Principal Shortfall, then such
      shared seller principal collections will be allocated to all such shortfalls,
      including any Series 1995-1 Accumulation Period Principal Shortfall, prorata
based
      on the relative
      amounts of each such shortfall.

     

                  2.5           The
      following paragraph is added as a new paragraph (d)(v) to Section
      4.08:

     

                  
      (v)           "Series
      1995-1 Shared Seller Principal Collections" means on each Business Day (i)
      during a Revolving Period, all Available Seller's
      Principal
      Collections and all Excess Seller's Principal Collections and (ii) during an
      Accumulation Period, all Remaining Available Seller's Principal Collections
      and
      all Excess Seller's Principal Collections. There shall be no Series 1995-1
      Shared Seller Principal Collections during any Early Amortization Period or
      Investment Period.

     

     

    
      
        
        

      

      
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    2.6           The
      following paragraph is added as a new paragraph (e) to Section
      4:08:

     

     

    (e)
      If on
      any Distribution Date during an Early Amortization Period after the application
      of all funds to be allocated or distributed on such date the excess, if any,
      of
      (x) the Invested Amount over (y) the amount in the Series Principal Account
      (the
      "Early Amortization Period Shortfall Amount") is less than or equal to the
      aggregate amount of funds contained in the Liquidity Reserve Account, then
      funds
      shall be withdrawn from the Liquidity Reserve Account in an amount equal to
      the
      Early Amortization Period Shortfall Amount and shall be deposited in the Series
      Principal Account.

     

    SECTION
      3.      Amendment to Section
      5.02. The following paragraph is added as a new paragraph
      (a)(xix)
      to Section 5.02:

     

    (xix)
      the
      amount of Remaining Available Seller's Principal Collections, the amount of
      Excess Seller's Principal Collections and Remaining Available Seller's Principal
      Collections treated as Series 1995-1 Shared Seller Principal Collections, the
      amount of Shared Seller Principal Collections from other Series, and the amount
      of Shared Seller Principal Collections allocated to Series 1995-1 and to other
      Series, each for the related Due Period.

     

    SECTION
      4.       Amendment to Exhibit
      B-2: The following entries are hereby added to Section 4 of the Form of
      Monthly Servicer and Settlement Certificate:

     

                         
      4.47           The
      amount of Remaining Available Seller’s Principal Collections
      for the Due Period....................$__________

     

     

    4.48           The
      amount of Series 1995-1 Shared Seller’s Principal Collections
      for the Due Period......................$__________

     

     

    4.49           The
      aggregate amount of Shared Seller’s Principal Collections
      from Other Series for the Due Period..$__________

     

     

    4.50           The
      amount of all Shared Seller’s Principal Collections Allocated
      to Series 1995-1 for the Due Period..$__________

     

     

    SECTION
      5.       Effectiveness of
      this
      Amendment. This Amendment shall become effective upon satisfaction of
      each of the following requirements:

     

    5.1           
      Delivery by each Rating Agency of its written confirmation that this Amendment
      shall not cause such Rating Agency to withdraw or lower its outstanding rating
      of the Series 1995-1 Investor Certificates.

     

                    5.2           
      Execution and delivery by the Servicer of the Officer's Certificate attached
      hereto as Exhibit A.

     

    
      
        
        

      

      
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    SECTION
      6.       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.

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 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:      
                /s/    R.W. CAIN

              Name:           R.
                Wayne Cain

              Title:             Vice
                President

            
	 	
               

              NAVISTAR
                FINANCIAL CORPORATION

              as
                Servicer

               

              By:       
                /s/    R.
                W. CAIN

              Name:            R.
                Wayne Cain

              Title:              Vice
                President

            


    

    
 

    
      	 	
              THE
                BANK OF NEW YORK

              as
                Master Trust Trustee

               

              By:
                      
                /s/  REYNE
                A.
                MACADAEG

              Name:        
                Reyne A. Macadaeg

              Title:          
                Assistant Vice President

            


    


    
      
        
        

      

      
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