<PAGE> 1
EXHIBIT 4.2
AMENDMENT NO. 5 TO THE
POOLING AND SERVICING AGREEMENT
THIS AMENDMENT NO. 5 (this "Amendment") to the Pooling and Servicing
Agreement is made as of July 13, 2000 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 and by
Amendment No. 4 dated June 2, 2000 (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 the Section 1.01. The following provisions of Section 1.01
shall be amended as follows:
A. Clause (ii) of the definition of "Dealer" shall be deleted and replaced
by the following:
"(ii) a truck equipment manufacturer with whom ITEC or an affiliate of
ITEC has a valid agreement to sell International Vehicles,"
B. The definition of "OEM Vehicle" shall be deleted in its entirety and
replaced with the following:
"OEM Vehicle" shall mean a new medium duty or heavy duty truck, bus or
trailer manufactured by, or for, a manufacturer other than ITEC or an
affiliate of ITEC.
C. The definition of "Navistar Vehicle" shall be deleted in its entirety
and replaced with the following:
"International Vehicle" shall mean any medium duty or heavy duty
truck, bus or trailer produced by, or for, ITEC or an affiliate of
ITEC and sold by ITEC to a Dealer.
D. The definition of "NITC" shall be deleted in its entirety and replaced
with the following:
<PAGE> 2
"ITEC" shall mean International Truck and Engine Corporation (formerly
known as Navistar International Transportation Corp.).
E. Clause (ii) of the definition of "Dealer Note" shall be deleted and
replaced by the following:
"(ii) a used medium or heavy-duty truck, bus or trailer for which NFC
chooses to provide financing to a Dealer."
F. Wherever the term "NITC" is used in the Pooling and Servicing Agreement
such term shall be replaced with the term "ITEC." All references in the
Pooling and Servicing Agreement to "NITC" shall be deemed to refer to
"ITEC."
2 Amendment to Section 6.12. In Section 6.12(c), the words "Series Invested
Amount for such Series" shall be shall be deleted in their entirety and replaced
with the words "Invested Amount for each Class of such Series."
3. Amendment to Section 9.02. In Section 9.02(a)(ii)(x), the words "of each
Class" shall be deleted in their entirety and replaced with the words "the
senior most outstanding Class of such Series."
4. Amendment to Section 13.01. In the first sentence of Section 13.01(b),
the words "not less than 66-2/3% of the aggregate Series Invested Amounts of the
Investor Certificates of all adversely affected Series" shall be deleted in
their entirety and replaced with the words "not less than 66-2/3% of the
aggregate Invested Amount of the senior most outstanding Class of the Investor
Certificates of each adversely affected Series".
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
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.
* * *
2
<PAGE> 3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5 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/ R. Wayne Cain
-------------------------------------------
R. Wayne Cain
Vice President and Treasurer
NAVISTAR FINANCIAL CORPORATION
as Servicer
By:/s/ R. Wayne Cain
-------------------------------------------
R. Wayne Cain
Vice President and Treasurer
THE BANK OF NEW YORK
as Master Trust Trustee
By: /s/ Erwin Soriano
------------------------------------------
Name: Erwin Soriano
Title: Assistant Treasurer
