Exhibit 10.72
AMENDMENT NO. 1 TO
THE
SERIES 2000-VFC SUPPLEMENT TO
THE POOLING AND SERVICING
AGREEMENT
THIS AMENDMENT NO. 1 (this “
Amendment ”) to the Series 2000-VFC Supplement to the
Pooling and Servicing Agreement is made as of January 22, 2003, by
and among Navistar Financial Securities Corporation, a Delaware
corporation, as Seller, Navistar Financial Corporation, a Delaware
corporation, as Servicer, and The Bank of New York, a New York
banking corporation, as Master Trust Trustee.
The Seller, the Servicer, and the
Master Trust Trustee are parties to the Series 2000-VFC Supplement,
dated as of January 28, 2000 (the “ Series 2000-VFC
Supplement ”). The Seller, the Servicer and the
Master Trust Trustee have agreed to amend the Series 2000-VFC
Supplement in the manner set forth herein. Capitalized terms
used herein but not otherwise defined have the meanings set forth
in the Series 2000-VFC Supplement.
1.
Amendment to
Section 2.01. The following provisions of
Section 2.01 shall be amended as follows:
(a)
The definition of
“Subordinated Percentage” shall be deleted in its
entirety and replaced with the following:
“Subordinated
Percentage” shall
mean the greater of (a) 15.5% and (b) the subordinated percentage,
or calculated equivalent thereof, required by Moody’s and
S&P to rate any series of Dealer Note Securities issued or to
be issued after the date hereof (regardless of whether such Dealer
Note Securities are actually issued) at the highest investment
category for long-term debt for such rating agency; provided,
however, if any outstanding series of Dealer Note Securities
rated in the highest investment category by either Moody’s or
S&P is downgraded, the Subordinated Percentage will be set at
the level reasonably determined by the Administrative Agent
necessary to support a rating in the highest investment category
for long-term debt on the Series 2000-VFC, subject to the consent
of the Servicer, which consent shall not be unreasonably withheld;
provided further, however, if the revised Subordinated
Percentage is not agreed to by the Administrative Agent and the
Servicer within 30 days after such downgrade, the Servicer (at its
own expense) will retain Moody’s to determine within 60 days
(or such longer period as sha
