Side Letter Agreement



 Exhibit 10.1(f) 
 

 
  

					
		  		  	Deutsche Bank AG, London Branch
		  		  	Winchester House
		  		  	1 Great Winchester St, London
		  		  	EC2N 2DB
		  		  	Telephone: 44 20 7545 8000
		  		  	
		  		  	c/o Deutsche Bank Securities Inc.
		  		  	60 Wall Street
		  		  	New York, NY 10005
		  		  	Telephone: 212-250-2500


	

 Internal Reference Nr: 353708 
 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 
 DEUTSCHE BANK AG, LONDON BRANCH IS NOT REGISTERED AS A BROKER DEALER UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934. DEUTSCHE BANK
SECURITIES INC. (“DBSI”) HAS ACTED SOLELY AS AGENT IN CONNECTION WITH THE TRANSACTION AND HAS NO OBLIGATION, BY WAY OF ISSUANCE, ENDORSEMENT, GUARANTEE OR OTHERWISE WITH RESPECT TO THE PERFORMANCE OF EITHER PARTY UNDER THE TRANSACTION. AS
SUCH, ALL DELIVERY OF FUNDS, ASSETS, NOTICES, DEMANDS AND COMMUNICATIONS OF ANY KIND RELATING TO THIS TRANSACTION BETWEEN DEUTSCHE BANK AG, LONDON BRANCH, AND COUNTERPARTY SHALL BE TRANSMITTED EXCLUSIVELY THROUGH DEUTSCHE BANK SECURITIES INC.
DEUTSCHE BANK AG, LONDON BRANCH IS NOT A MEMBER OF THE SECURITIES INVESTOR PROTECTION CORPORATION (SIPC). 
 Navistar
International Corporation (“Counterparty”) and Deutsche Bank AG, London Branch (“Dealer”) 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: 
  

			
	 Chairman of the Supervisory Board: Clemens Börsig
 Board of Managing Directors: Hermann-Josef Lamberti, Josef Ackermann, Dr. Hugo Banziger, Anthony Dilorio
	  	Deutsche Bank AG is regulated by the FSA for the conduct of designated investment business in the UK, is a member of the London Stock Exchange and is a limited liability company
incorporated in the Federal Republic of Germany HRB No. 30 000 District Court of Frankfurt am Main; Branch Registration No. in England and Wales BR000005, Registered address: Winchester House, 1 Great Winchester Street, London EC2N
2DB.








 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). 







 Please confirm that the foregoing correctly sets forth the terms of our agreement by sending to us a letter
or telex substantially similar to this facsimile, which letter or telex sets forth the material terms of this Letter Agreement and indicates your agreement to those terms. 
 Dealer is regulated by the Financial Services Authority. 
 DEUTSCHE BANK AG, LONDON BRANCH 
  

					
	 By:
	 	 /s/ Lars Kestner

		 	Name:	 	 Lars Kestner

		 	Title:	 	Managing Director
		
	By:	 	 /s/ Natalie Horton

		 	Name:	 	Natalie Horton
		 	Title:	 	Managing Director
	
	 DEUTSCHE BANK SECURITIES INC.,
 acting solely as Agent in connection with the Transaction

		
	By:	 	 /s/ Lars Kestner

		 	Name:	 	 Lars Kestner

		 	Title:	 	Managing Director
		
	By:	 	 /s/ Natalie Horton

		 	Name:	 	 Natalie Horton

		 	Title:	 	Managing Director
	
	Confirmed and Acknowledged as of the date first above written.
	
	NAVISTAR INTERNATIONAL CORPORATION
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	

  

			
	 Chairman of the Supervisory Board: Clemens Börsig
 Board of Managing Directors: Hermann-Josef Lamberti, Josef
 Ackermann, Tessen von Heydebreck, Dr.
Hugo Banziger, Anthony
 Dilorio
	  	Deutsche Bank AG is regulated by the FSA for the conduct of designated investment business in the UK, is a member of the London Stock Exchange and is a limited liability company
incorporated in the Federal Republic of Germany HRB No. 30 000 District Court of Frankfurt am Main; Branch Registration No. in England and Wales BR000005, Registered address: Winchester House, 1 Great Winchester Street, London EC2N
2DB.

 (Signature Page to Side Letter Agreement of Base Call Option Transaction) 







 Please confirm that the foregoing correctly sets forth the terms of our agreement by sending to us a letter
or telex substantially similar to this facsimile, which letter or telex sets forth the material terms of this Letter Agreement and indicates your agreement to those terms. 
 Dealer is regulated by the Financial Services Authority. 
 DEUTSCHE BANK AG, LONDON BRANCH 

  

					
	By:	 	  

		 	Name:	 	
		 	Title:	 	
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	DEUTSCHE BANK SECURITIES, INC.,
	 acting solely as Agent in connection with the transaction

		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	Confirmed and Acknowledged as of the date first above written.
	
	NAVISTAR INTERNATIONAL CORPORATION
		
	By:	 	 /s/ Jim Moran

		 	Name:	 	Jim Moran
		 	Title:	 	VP & Treasurer

  

			
	 Chairman of the Supervisory Board: Clemens Börsig
 Board of Managing Directors: Hermann-Josef Lamberti, Josef Ackermann, Tessen von Heydebreck, Dr. Hugo Banziger, Anthony Dilorio
	  	Deutsche Bank AG is regulated by the FSA for the conduct of designated investment business in the UK, is a member of the London Stock Exchange and is a limited liability company
incorporated in the Federal Republic of Germany HRB No. 30 000 District Court of Frankfurt am Main; Branch Registration No. in England and Wales BR000005, Registered address: Winchester House, 1 Great Winchester Street, London EC2N
2DB.

 (Signature Page to Side Letter Agreement of Base Call Option Transaction)