AMENDMENT NO. 2 TO THE SERIES 2000-VFC SUPPLEMENT TO THE POOLING AND SERVICING AGREEMENT
Execution
Copy
AMENDMENT
NO. 2
TO
THE
SERIES
2000-VFC
SUPPLEMENT
TO
THE
POOLING
AND SERVICING
AGREEMENT
THIS
AMENDMENT NO. 2 (this "Amendment") to the
Series 2000-VFC Supplement to the Pooling and Servicing Agreement is made as
of
October 25, 2007, 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.
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1.
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Amendment
to Section
2.01. The definition of "Subordinated Percentage" contained in
Section 2.01 of the Series 2000-VFC Supplement is hereby deleted
in its
entirety and replaced with the
following:
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"Subordinated
Percentage"
shall mean the greater of (a) 20.0% and (b) the subordinated percentage,
or calculated equivalent thereof, required by ▇▇▇▇▇'▇ 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 ▇▇▇▇▇'▇ 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 ▇▇▇▇▇'▇ to determine within 60 days (or such longer period as shall
be specified in a written notice from the Administrative Agent to the Servicer
and the Master Trust Trustee) after such downgrade the revised Subordinated
Percentage necessary to achieve a rating in the highest investment category
for
long-term debt by such rating agency on the Series 2000-VFC and the Subordinated
Percentage shall be the amount specified by ▇▇▇▇▇'▇.
E-385
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2.
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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 2000-VFC Supplement;
and
the Series 2000-VFC 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 Investor
Certificateholder.
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E-386
WITNESS
WHEREOF, the parties hereto have caused this Amendment No. 2 to the Series
2000-VFC Supplement to be duly executed by their respective officers as of
the
date first written above.
NAVISTAR
FINANCIAL SECURITIES CORPORATION
as
Seller
By: /s/
▇▇▇▇
▇. ▇▇▇▇▇▇▇▇,
▇▇.
Name:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Title:
V.P. CFO & Treasurer
NAVISTAR
FINANCIAL CORPORATION
as
Servicer
By: /s/
▇▇▇▇
▇. ▇▇▇▇▇▇▇▇,
▇▇.
Name: ▇▇▇▇
▇. ▇▇▇▇▇▇▇▇, ▇▇.
Title: V.P.
CFO & Treasurer
THE
BANK
OF NEW YORK
as
Master
Trust Trustee
By: /s/
▇▇▇▇▇▇▇
▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇▇▇▇▇▇.
Title: Assistant
Treasurer
Acknowledged
and Accepted
BANK
OF
AMERICA, NATIONAL ASSOCIATION,
as
Administrative Agent and Managing Agent for the KHFC Purchaser
Group
By: /s/
▇▇▇▇▇▇
▇▇▇
▇▇▇▇
Name: ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇
Title: Principal
THE
BANK
OF NOVA SCOTIA,
as
Managing Agent for the Liberty Street Purchaser Group
By: /s/
▇▇▇▇▇▇▇
▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇▇▇▇▇
Title: Director
E-387