Side Letter Agreement



 Exhibit 10.2(h) 
 

 
 Bank of America, N.A. 
 c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated 
 One Bryant Park 
 New York, NY 10036 
 Attn: John Servidio 

Telephone: 646-855-8900 
 Facsimile: 704-208-2869

 Transaction reference number: 
 NY-39228 
 October 22, 2009 
 To: Navistar International Corporation 
 4201 Winfield Road 
 Warrenville, Illinois 60555 
 Attention: Treasurer


			
	Telephone No.:	  	630-753-5000
	Facsimile No.:	  	630-753-2305

 Re: Base Warrants 
 Navistar International Corporation (“Company”) and Bank of America, N.A. (“Dealer”) concurrently herewith are entering into a Base Warrants (the
“Transaction”) to sell to Dealer a number of options exercisable into Shares pursuant to a letter agreement dated as of the date hereof (the “Confirmation”). 
 This letter agreement (the “Letter Agreement”) hereby confirms the agreement between Dealer and Company as follows:

 1. Terms Used but Not Defined Herein. Capitalized terms used herein without definition shall have the meanings
assigned to them in the Confirmation. 
 2. Section 6(e) Calculation for Certain Additional Termination
Events. For the purposes of determining the amount payable under Section 6(e) of the Agreement in connection with any Additional Termination Event under Section 9(e) of the Confirmation only, the parties agree that any inputs used
to determine such amount shall be calculated by Dealer using mid-market data, as necessary for Dealer’s own then current valuation for the Transaction. 
 3. Counterparts. This Letter Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all of the signatures thereto and hereto
were upon the same instrument. 
 4. Governing Law. The provisions of this Letter Agreement shall be governed by
the New York law (without reference to choice of law doctrine). 








 

 
  

 Please confirm that the foregoing correctly sets forth the terms of our agreement by
executing this Letter Agreement and returning it to, Bank of America, N.A., c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated, One Bryant Park, New York, NY 10036, or by fax to 704-208-2869. 
             Very truly yours, 
  

			
	Bank of America, N.A.
		
	By:	 	 /s/ Christopher A. Hutmaker

	Authorized Signatory
	Name:	 	Christopher A. Hutmaker
		 	Managing Director


  

			
	 Accepted and confirmed
 as of the Trade Date:

	
	Navistar International Corporation
		
	By:	 	  

	Authorized Signatory
	Name:	 	

 (Signature Page to Side Letter Agreement of Base Warrant Transaction) 








 

 
  

 Please confirm that the foregoing correctly sets forth the terms of our agreement by
executing this Letter Agreement and returning it to, Bank of America, N.A., c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated, One Bryant Park, New York, NY 10036, or by fax to 704-208-2869. 
             Very truly yours, 
  

			
	Bank of America, N.A.
		
	By:	 	  

	Authorized Signatory
	Name:	 	


  

			
	 Accepted and confirmed
 as of the Trade Date:

	
	Navistar International Corporation
		
	By:	 	 /s/ Jim Moran

	Authorized Signatory
	Name:	 	Jim Moran
		 	VP & Treasurer

 (Signature Page to Side Letter Agreement of Base Warrant Transaction)