exhibit10_158.htm


     

    WAIVER
      Dated as of October 22, 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 60I73

     

    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 January 8, 2007) 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 ) December
                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 l(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 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 yours,

               

              Banc
                of America Leasing & Capital LLC

              By:  /s/
                DENNIS
                MCGUSHIN

                            Dennis
                McGushin

                            Senior
                Vice President

                By:       /s/
                DENNIS
                MCGUSHIN

              Name:    Dennis
                Mc

              Its:          Senior
                Vice Presiden

            


    


    

      
        
          
          

        

        
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