Side Letter Agreement to Base Call Option Transaction between Navistar International Corporation and Credit Suisse International
Navistar International Corporation and Credit Suisse International, represented by its New York branch, have entered into a side letter agreement related to a Base Call Option Transaction. This agreement clarifies how certain termination payments will be calculated, specifying that Credit Suisse will use mid-market data for valuation. The agreement is governed by New York law and requires both parties to promptly review and confirm the terms by signing and returning the document. The agreement is effective as of October 22, 2009.
Exhibit 10.1(d)
EXECUTED
Credit Suisse International
One Cabot Square
London E14 4QJ
England
October 22, 2009
To: Navistar International Corporation
4201 Winfield Road
Warrenville, Illinois 60555
Attention: Treasurer
| Telephone No.: | 630 ###-###-#### | |
| Facsimile No.: | 630 ###-###-#### |
Re: Base Call Option Transaction
Navistar International Corporation (“Counterparty”) and Credit Suisse International (“Dealer”), represented by Credit Suisse, New York branch (“Agent”) as its agent, concurrently herewith are entering into a Base Call Option Transaction (the “Transaction”) to purchase from Dealer a number of options exercisable into Shares pursuant to a letter agreement dated as of the date hereof (the “Confirmation”).
This letter agreement (the “Letter Agreement”) hereby confirms the agreement between Dealer and Counterparty as follows:
1. Terms Used but Not Defined Herein. Capitalized terms used herein without definition shall have the meanings assigned to them in the Confirmation.
2. Section 6(e) Calculation for Certain Additional Termination Events. For the purposes of determining the amount payable under Section 6(e) of the Agreement in connection with any Additional Termination Event under Section 9(e)(ii) of the Confirmation only, the parties agree that any inputs used to determine such amount shall be calculated by Dealer using mid-market data, as necessary for Dealer’s own then current valuation for the Transaction.
3. Counterparts. This Letter Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all of the signatures thereto and hereto were upon the same instrument.
4. Governing Law. The provisions of this Letter Agreement shall be governed by the New York law (without reference to choice of law doctrine).
Counterparty hereby agrees (a) to check this Letter Agreement carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Counterparty with respect to the Transaction, by manually signing this Letter Agreement or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Credit Suisse, New York branch, Eleven Madison Avenue, New York, NY 10010-3629, Facsimile No. (212) 325-8173.
Very truly yours,
| Credit Suisse International | ||
| By: | /s/ Shui Wong | |
| Name: | Shui Wong | |
| Title: | Authorized Signatory | |
| By: | /s/ Marisa Scauzillo | |
| Name: | Marisa Scauzillo | |
| Title: | Authorized Signatory | |
| Credit Suisse, New York Branch, as Agent for Credit Suisse International | ||
| By: | /s/ Louis J. Impellizeri | |
| Name: | Louis J. Impellizeri | |
| Title: | Authorized Signatory | |
| By: | /s/ Grace Koo | |
| Name: | Grace Koo | |
| Title: | Managing Director | |
| Accepted and confirmed as of the Trade Date: | ||
| Navistar International Corporation. | ||
| By: |
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| Authorized Signatory | ||
| Name: | ||
(Signature Page to Side Letter Agreement of Base Call Option Transaction)
Counterparty hereby agrees (a) to check this Letter Agreement carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Counterparty with respect to the Transaction, by manually signing this Letter Agreement or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Credit Suisse, New York branch, Eleven Madison Avenue, New York, NY 10010-3629, Facsimile No. (212) 325-8173.
Very truly yours,
| Credit Suisse International | ||
| By: |
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| Name: | ||
| Title: | ||
| By: |
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| Name: | ||
| Title: | ||
| Credit Suisse, New York Branch, as Agent for Credit Suisse International | ||
| By: |
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| Name: | ||
| Title: | ||
| By: |
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| Name: | ||
| Title: | ||
| Accepted and confirmed as of the Trade Date: | ||
| Navistar International Corporation. | ||
| By: | /s/ Jim Moran | |
| Authorized Signatory | ||
| Name: | Jim Moran VP & Treasurer | |
(Signature Page to Side Letter Agreement of Base Call Option Transaction)
