exhibit10_104.htm


    AMENDMENT
      NO. 2 TO
      THE

    POOLING
      AND SERVICING
      AGREEMENT

    


    THIS
      AMENDMENT NO. 2 (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, 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, and amended by Amendment No. 1 dated as of September 12, 1995 (as
      amended, the "Pooling and Servicing Agreement").   In order to
      (i) include with the definition of an Eligible Dealer Note a Dealer Note which
      finances any used medium or heavy-duty truck, bus or trailer, (ii) ensure that
      the Master Trust Trustee has sufficient funds to pay Monthly Interest to the
      Series 1995-1 Certificateholders and (iii) provide a mechanism for funds owing
      to the Seller to be paid to the Seller, 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.    Section 1.01 of the Pooling and Servicing
      Agreement is hereby amended as follows:

    


    1.1           The
      following definition is added immediately after the definition of "1990 Trust
      Agreement":

    


    '"1990
      Trust Excess Servicing
      Amounts" means the amounts specified in  Sections
      4.03(d)(i)(D), 4.03(d)(i)(F), 4.03(e)(i)(D) and 4.03(e)(i)(J) of the 1990 Trust
      Agreement as payable to the Seller, the rights to receive such amounts having
      been conveyed to the Master Trust pursuant to Section 2.01 of this
      Agreement.

    


    1.2           Clause
      (v) of the definition of "Eligible Dealer Note" is deleted in its entirety
      and
      replaced with the following:

    


    "(v)           which
      finances a new medium or heavy-duty truck, bus or trailer produced by or for
      a
      member of the Navistar Group or an OEM Supplier or a used medium or heavy-duty
      truck, bus or trailer."

    


    2.           Section
      4.07.  The following new Section 4.07 is added to the Pooling
      and Servicing Agreement:

    



    
      
        
        

      

      
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    "SECTION
      4.07        Payments to
      Seller.  Except as otherwise provided in this Agreement or any
      Supplement, all payments required to be made to the Seller or the holder of
      the
      1990 Trust Seller's Certificate pursuant to the 1990 Trust Agreement (the right
      to receive such payments having been conveyed to the Master Trust pursuant
      to
      Section 2.01 of this Agreement) shall be paid to the Seller at the times
      specified in the 1990 Trust Agreement."

    


    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. 2 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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