Side Letter Agreement



 Exhibit 10.1(d) 
 EXECUTED 
 Credit Suisse International 
 One Cabot Square 
 London E14 4QJ 
 England 
 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 Call Option Transaction 
 Navistar International Corporation (“Counterparty”) and Credit Suisse International (“Dealer”),
represented by Credit Suisse, New York branch (“Agent”) as its agent, concurrently herewith are entering into a Base Call Option Transaction (the “Transaction”) to purchase from 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 Counterparty 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)(ii) 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). 







 Counterparty hereby agrees (a) to check this Letter Agreement carefully and immediately
upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Counterparty
with respect to the Transaction, by manually signing this Letter Agreement or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Credit Suisse,
New York branch, Eleven Madison Avenue, New York, NY 10010-3629, Facsimile No. (212) 325-8173. 
 Very
truly yours, 
  

			
	Credit Suisse International
		
	By:	 	 /s/ Shui Wong

	Name:	 	Shui Wong
	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Marisa Scauzillo

	Name:	 	Marisa Scauzillo
	Title:	 	Authorized Signatory
	
	Credit Suisse, New York Branch, as Agent for Credit Suisse International
		
	By:	 	 /s/ Louis J. Impellizeri

	Name:	 	Louis J. Impellizeri
	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Grace Koo

	Name:	 	Grace Koo
	Title:	 	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 Call Option Transaction) 







 Counterparty hereby agrees (a) to check this Letter Agreement carefully and immediately
upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Counterparty
with respect to the Transaction, by manually signing this Letter Agreement or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Credit Suisse,
New York branch, Eleven Madison Avenue, New York, NY 10010-3629, Facsimile No. (212) 325-8173. 
 Very
truly yours, 
  

			
	Credit Suisse International
		
	By:	 	  

	Name:	 	
	Title:	 	
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	Credit Suisse, New York Branch, as Agent for Credit Suisse International
		
	By:	 	  

	Name:	 	
	Title:	 	
		
	By:	 	  

	Name:	 	
	Title:	 	


  

			
	 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 Call Option Transaction)