exhibit10_140.htm


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Bank
      of America

     

     
        Banc of America 

       
      Leasing Global Vendor Finance

    WAIVER
      Dated as of January 8, 2007

     

    Navistar
      Financial Corporation

    425
      North
      Martingale Road, Suite 1800 

    Schaumburg,
      Illinois 60173

     

    International
      Truck Leasing Corp.

    425
      North
      Martingale Road, Suite 1800 

    Schaumburg,
      Illinois 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 February 28, 2006) of
      certain provisions of the Agreement as more specifically set forth herein.
      BALCAP does hereby waive such provisions as herein provided, subject 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 ) October 31, 2007 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 I(b)(vi ) 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 the 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 your,

    Banc
      of
      America Leasing & Capital LLC

    


    


    By:_______________________________

    Its:_______________________________-

     

     

    
      
        
        

      

      
        E-326