exhibit10_10.htm


     

    WAIVER
      Dated as of November 20, 2007

     

    Navistar
      Financial Corporation

    International
      Truck Leasing Corporation 

    425
      N.
      Martingale Rd.

    Schaumburg,
      IL 60173

     

    International
      Truck Leasing Corp. 

    425
      N.
      Martingale Rd.

    Schaumburg,
      IL 60173

     

    Re:
      Waiver Dear Sirs:

     

    Banc
      of
      America Leasing & Capital LLC ("BALCAP") and International Truck Leasing
      Corp ("ITLC") are parties to that certain Master Purchase Agreement dated as
      of
      June 30, 2004 (together with all amendments and modifications thereto, the
      "Agreement"), Unless defined elsewhere herein, capitalized terms used in this Waiver have the
      meanings assigned to such terms in the Agreement.

     

    ITLC
      has
      requested that BALCAP extend its waiver (dated as of October 22, 2007) of
      certain provisions of the Agreement as more specifically set forth herein,
      BALCAP does hereby waive such provisions as herein provided, subi ect however, to
the
limitations
      set
      forth below:

     

    
      	
              A.  

            	
              BALCAP
                waives compliance with the provisions
of
                Exhibit D
                to Master Purchase Agreement, Section (b), Financial Statement for
                the
                period through and including the earlier of (i) November 30, 2008
                and (ii)
                the date on which Navistar Financial Corporation shall have timely
                filed a
                report on Form 10-K or 10-Q with the Securities and Exchange
                Commission.

            


    

     

    
      	
              B.  

            	
              BALCAP
                waives the condition precedent specified in clause 1(b)(vi) of Exhibit
                B
                to the Master Purchase Agreement as it relates directly to the failure
                of
                NFC or any of its affiliates to deliver or file any financial statement,
                SEC report or related information during the period of the waiver
                described above in Section A, ("Financial Statement Default"), so
                long as
                such other creditor has not declared an event of default with respect
                to
                Navistar Financial Corporation or accelerated the debt of Navistar
                Financial Corporation due to a Financial Statement
                Default.

            


    

     

    BALCAP's
      waiver as provided herein shall be strictly limited to the matters set forth
      above, and shall not constitute a waiver, surrender, or modification of any
      other rights, remedies, privileges or benefits under the Agreement or any
      related documents. This letter and tho waiver set forth herein shall not
      constitute a course of dealing, and each of the provisions of the Agreement
      and
      any related document, shall remain in full force and effect.

     

    Very
      truly yours,

     

    Banc
      of America Leasing & Capital LLC

     

    By: 
DENNIS
      MCGUSHIN

    Its: