WAIVER Dated as of January 8, 2007
Bank
of America
Banc of America
Leasing Global Vendor Finance
WAIVER
Dated as of January 8, 2007
Navistar
Financial Corporation
000
Xxxxx
Xxxxxxxxxx Xxxx, Xxxxx 0000
Xxxxxxxxxx,
Xxxxxxxx 00000
International
Truck Leasing Corp.
000
Xxxxx
Xxxxxxxxxx Xxxx, Xxxxx 0000
Xxxxxxxxxx,
Xxxxxxxx 00000
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
