WAIVER Dated as of November 20, 2007
WAIVER
Dated as of November 20, 2007
Navistar
Financial Corporation
International
Truck Leasing Corporation
000
X.
Xxxxxxxxxx Xx.
Xxxxxxxxxx,
XX 00000
International
Truck Leasing Corp.
000
X.
Xxxxxxxxxx Xx.
Xxxxxxxxxx,
XX 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 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:
XXXXXX
XXXXXXXX
Its:
