Side Letter Agreement



 Exhibit 10.1(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-39227 
 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 Bank of America, N.A. (“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: 
 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
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 Call Option 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