Side Letter Agreement



 Exhibit 10.2(b) 
 

 
 JPMorgan Chase Bank, National Association 
 P.O. Box 161 
 60 Victoria Embankment 
 London EC4Y 0JP 
 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 Warrants 
 Navistar International Corporation (“Company”) and JPMorgan Chase Bank, National Association, London Branch (“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). 
 JPMorgan Chase Bank, National Association 
 Organised under the laws of the United States as a National Banking Association 
 Main Office 1111 Polaris Parkway, Columbus, Ohio 43271 
 Registered as a branch in England & Wales branch No. BR000746 
 Registered Branch Office 125 London Wall,
London EC2Y 5AJ 
 Authorised and regulated by the Financial Services Authority 








 

 
  

 Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this
Letter Agreement and returning it to EDG Confirmation Group, J.P. Morgan Securities Inc., 277 Park Avenue, 11th Floor, New York, NY 10172-3401, or by fax to (212) 622 8519. 
             Very truly yours, 
  

			
	J.P. Morgan Securities Inc., as agent for JPMorgan Chase Bank, National Association
		
	By:	 	 /s/ Jeffrey Zajkowski

	 Authorized Signatory

	Name:	 	Jeffrey Zajkowski


  

			
	Accepted and confirmed
	as of the Trade Date:
	
	Navistar International Corporation
		
	By:	 	  

	Authorized Signatory
	Name:	 	

 (Signature Page to Side Letter Agreement for 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 EDG Confirmation Group, J.P. Morgan Securities Inc., 277 Park Avenue, 11th Floor, New York, NY 10172-3401, or by fax to (212) 622 819. 
             Very truly yours, 
  

			
	 J.P. Morgan Securities Inc., as agent for
 JPMorgan Chase Bank, National Association

		
	 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 for Base Warrant Transaction)