MERGER AGREEMENT Dated as of November 25, 2012 among FIAT INDUSTRIAL S.P.A., FIAT NETHERLANDS HOLDING N.V., CNH GLOBAL N.V. and FI CBM HOLDINGS N.V.Merger Agreement • November 26th, 2012 • Fiat Industrial S.p.A. • Construction machinery & equip
THIS MERGER AGREEMENT (this “Agreement”) is made and entered into as of November 25, 2012, among Fiat Industrial S.p.A. (“FI”), an Italian joint stock company (Società per Azioni), Fiat Netherlands Holding N.V. (“FNH”), a Dutch public limited liability company (naamloze vennootschap), CNH Global N.V. (“CNH”), a Dutch public limited liability company (naamloze vennootschap), and FI CBM Holdings N.V. (“DutchCo”), a Dutch public limited liability company (naamloze vennootschap). Except as otherwise expressly defined in this Agreement, all capitalized terms used in this Agreement shall have the meanings ascribed to them in Section 8.4.
JOINT FILING AGREEMENTJoint Filing Agreement • October 10th, 2012 • Fiat Industrial S.p.A. • Construction machinery & equip
The undersigned hereby agree that this Amendment No. 7 to the Statement on Schedule 13D (the “Schedule 13D”), filed with respect to the ordinary shares, par value €2.25 per share, of CNH Global N.V. by Fiat Industrial S.p.A. and Fiat Netherlands Holding N.V. with the Securities and Exchange Commission (the “Commission”) is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
