exhibit10_149.htm


    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.

     

    
      	
              1.

            	
              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:

            


    

     

    "Subordinated
      Percentage"
shall mean the greater of (a) 20.0% 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 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 Moody's.

     

    
      
        
        

      

      
        E-385

        
          

        

      

      
        
        

      

    

     

    
      	
              2.

            	
              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.

            


    


    
      
        
        

      

      
        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/
      JOHN
      V. MULVANEY,
      SR.

    Name:      
      John V. Mulvaney, Sr.

    Title:       
      V.P. CFO & Treasurer

     

    NAVISTAR
      FINANCIAL CORPORATION

    as
      Servicer

    


    By:      /s/
      JOHN
      V. MULVANEY,
      SR.

    Name:      John
      V. Mulvaney, Sr.

    Title:       V.P.
      CFO & Treasurer

    


     

    THE
      BANK
      OF NEW YORK

    as
      Master
      Trust Trustee

     

    By:      /s/
      MICHAEL
      BURACK

    Name:      Michael
      Burack.

    Title:        Assistant
      Treasurer

     

     

    Acknowledged
      and Accepted

     

    BANK
      OF
      AMERICA, NATIONAL ASSOCIATION,

    as
      Administrative Agent and Managing Agent for the KHFC Purchaser
      Group

    


    By:      /s/
      WILLEM
      VAN
      BEEK

    Name:      Willem
      Van Beek

    Title:        Principal

    


     

    THE
      BANK
      OF NOVA SCOTIA,

    as
      Managing Agent for the Liberty Street Purchaser Group

    


    By:       /s/
      MOHAMED
      WALJI

    Name:       Mohamed
      Walji

    Title:         Director

     

    
      
        
        

      

      
        E-387