**Exhibit 10.72**

 

**AMENDMENTNO. 1 TO THE**

**SERIES2000-VFC SUPPLEMENT TO THE POOLING AND SERVICING**

**AGREEMENT**

 

THIS AMENDMENT NO. 1 (this “Amendment”) to theSeries 2000-VFC Supplement to the Pooling and Servicing Agreement is made as ofJanuary 22, 2003, by and among Navistar Financial Securities Corporation, aDelaware corporation, as Seller, Navistar Financial Corporation, a Delawarecorporation, as Servicer, and The Bank of New York, a New York bankingcorporation, as Master Trust Trustee.

 

The Seller, the Servicer, and the Master Trust Trusteeare 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 toamend the Series 2000-VFC Supplement in the manner set forth herein.  Capitalized terms used herein but nototherwise defined have the meanings set forth in the Series 2000-VFCSupplement.

 

# 1.                                       Amendmentto Section 2.01. The following provisions of Section 2.01 shall be amendedas follows:

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## (a)                                  Thedefinition of “Subordinated Percentage” shall be deleted in its entirety andreplaced with the following:

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*“Subordinated Percentage”*shall mean thegreater of (a) 15.5% and (b) the subordinated percentage, or calculatedequivalent thereof, required by Moody’s and S&P to rate any series ofDealer Note Securities issued or to be issued after the date hereof (regardlessof whether such Dealer Note Securities are actually issued) at the highestinvestment category for long-term debt for such rating agency; *provided, however,* if any outstandingseries of Dealer Note Securities rated in the highest investment category byeither Moody’s or S&P is downgraded, the Subordinated Percentage will beset at the level reasonably determined by the Administrative Agent necessary tosupport a rating in the highest investment category for long-term debt on theSeries 2000-VFC, subject to the consent of the Servicer, which consent shallnot be unreasonably withheld; *providedfurther, however,* if the revised Subordinated Percentage is notagreed to by the Administrative Agent and the Servicer within 30 days aftersuch downgrade, the Servicer (at its own expense) will retain Moody’s todetermine within 60 days (or such longer period as shall be specified in awritten notice from the Administrative Agent to the Servicer and the MasterTrust Trustee) after such downgrade the revised Subordinated Percentagenecessary to achieve a rating in the highest investment category for long-termdebt by such rating agency on the Series 2000-VFC and the SubordinatedPercentage shall be the amount specified by Moody’s.

 

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## (b)                                 Thedefinition of “Subordinated Percentage Determination Failure” shall be added:

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“*Subordinated Percentage Determination Failure*”shall mean the earlier to occur of (x) the failure of Moody’s to determine theSubordination Percentage as provided in the second proviso of the definition ofSubordination Percentage within 60 days (or such longer period as shall bespecified in writing by the Administrative Agent to the Servicer and the MasterTrust Trustee) after the date of such a downgrade and (y) the failure of theServicer to retain Moody’s as provided in the second proviso of the definitionof Subordination Percentage within five Business Days (or such longer period asshall be specified in writing by the Administrative Agent to the Servicer andthe Master Trust Trustee) after the 30th day following the date of suchdowngrade.

 

## (c)                                  Thedefinition of “Dealer Note Security” shall be added:

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“*Dealer Note Security*” shall mean anyseries of Investor Certificates or any series of securities secured by anInvestor Certificate.

 

# 2.                                       Amendmentto Section 6.01.  In Section 6.01,clause (q) will be added:

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“(q) the occurrence andcontinuation of a Subordinated Percentage Determination Failure.”

 

# 3.                                       Miscellaneous.  This Amendment shall be construed inaccordance with the internal laws of the State of Illinois, without referenceto its conflict of law provisions, except that the obligations, rights andremedies of the Master Trust Trustee shall be determined in accordance with theinternal laws of the State of New York, without regard to conflict of lawprovisions.  This Amendment may beexecuted in two or more counterparts, each of which shall be an original, butall of which together constitute one and the same instrument.  The provisions of this Amendment shall bedeemed to be incorporated in, and made a part of, the Series 2000-VFCSupplement; 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 thisAmendment the Master Trust Trustee shall furnish written notification of thesubstance of this Amendment to each Investor Certificateholder.

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*     *    *     *     *

 

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IN WITNESS WHEREOF, the parties hereto have causedthis Amendment No. 1 to the Series 2000-VFC Supplement to be duly executed bytheir respective officers as of the date first written above.

 

 
|   | NAVISTAR FINANCIAL  SECURITIES  |
|--------|---------------------------------|
|   | CORPORATION                     |
|   | as  Seller                      |
|   |                            |
|   |                            |
|   | By:                             | /s/ Andrew J. Cederoth |   |
|   | Name: Andrew J.  Cederoth       |
|   | Vice President and  Treasurer   |
|   |                            |
|   |                            |
|   | NAVISTAR FINANCIAL  CORPORATION |
|   | as  Servicer                    |
|   |                            |
|   | By:                             | /s/ Andrew J. Cederoth |   |
|   | Name: Andrew J.  Cederoth       |
|   | Vice President and  Treasurer   |
|   |                            |
|   |                            |
|   | THE BANK OF NEW YORK            |
|   | as  Master Trust Trustee        |
|   |                            |
|   |                            |
|   | By:                             | /s/ Erwin Soriano |   |
|   | Name: Erwin Soriano             |
|   | Title: Assistant  Treasurer     |
|        |                                 |  |  |  |  |

 

 
| Acknowledged and  Accepted              |                |
|-----------------------------------------|---------------------|
| BANK OF AMERICA,  NATIONAL ASSOCIATION, |                |
| as  Administrative Agent                |                |
|                                    |                |
| By:                                     | /s/  Karen P. Louie |   |   |
| Name:  KAREN P. LOUIE                   |                |
| Title:    Vice President |                |
|                                         |                     |  |  |

 

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