WAIVER Dated as of October 22, 2007
WAIVER
Dated as of October 22, 2007
Navistar
Financial Corporation
International
Truck Leasing Corporation
000
X.
Xxxxxxxxxx Xx.
Xxxxxxxxxx,
XX 00000
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.
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Very
truly yours,
Banc
of America Leasing & Capital LLC
By: /s/
XXXXXX
XXXXXXXX
Xxxxxx
XxXxxxxx
Senior
Vice President
By: /s/
XXXXXX
XXXXXXXX
Name: Xxxxxx
Mc
Its: Senior
Vice Presiden
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E-423
