Side Letter Agreement



 Exhibit 10.2(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 Warrants 
 Navistar
International Corporation (“Company”) and Credit Suisse International (“Dealer”), represented by Credit Suisse, New York branch (“Agent”) as its agent, 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). 







 Company 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 Company 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 Warrant Transaction) 







 Company 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 Company 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 Warrant Transaction)