AMENDMENT NO. 2 TO THE MHR SETTLEMENT AGREEMENT
Exhibit 10.7
AMENDMENT NO. 2 TO THE MHR SETTLEMENT AGREEMENT
This Amendment to the MHR Settlement Agreement (the “Amendment No. 2”) is made and entered into as of September 5, 2016, by and among the persons and entities listed on Schedule A hereto (collectively, the “MHR Group”, and individually a “member” of the MHR Group) and Navistar International Corporation, a Delaware corporation (the “Company”).
WHEREAS, the MHR Group and the Company are parties to that certain Settlement Agreement, effective as of October 5, 2012, by and among the persons and entities listed on Schedule A thereto and the Company, as amended by Amendment No. 1 to the Settlement Agreement, effective as of July 14, 2013 (the “MHR Settlement Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the MHR Settlement Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. The parties hereto hereby agree to amend and restate the last sentence of Section 1(c)(v) of the MHR Settlement Agreement as follows:
“The Company agrees that, from and after September 5, 2016, so long as an MHR Nominee is a member of the Board, the Company shall not take any action, or support any person who is seeking, to increase the size of the Board above twelve (12) directors, each having one vote on all matters; and”
2. The parties hereto hereby agree to amend and restate the notice address of the MHR Group in Section 14 of the MHR Settlement Agreement as follows:
MHR Fund Management LLC
0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxx Xxxxx, Esq.
3. Other than as expressly described in this Amendment, the MHR Settlement Agreement shall remain in full force and effect. All references in and to the MHR Settlement Agreement (including any annexes, exhibits or schedules thereto) shall be deemed to be references to the MHR Settlement Agreement as amended by this Amendment No. 2.
4. This Amendment No. 2 constitutes an amendment in writing executed by the parties to the MHR Settlement Agreement for purposes of Section 13 of the MHR Settlement Agreement. The terms and provisions of Sections 11 through 20 of the MHR Settlement Agreement are incorporated herein mutatis mutandis. The Company acknowledges that the MHR Group intends to file this Amendment No. 2 as an exhibit to its Schedule 13D. This Amendment No. 2 may be executed in two or more counterparts which together shall constitute a single agreement.
[Signature Pages Follow]
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IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment, or caused the same to be executed by its duly authorized representative as of the date first above written.
| NAVISTAR INTERNATIONAL CORPORATION | ||
| By: | /s/ Xxxx X. Xxxxxx | |
| Name: Xxxx X. Xxxxxx | ||
| Title: Corporate Secretary | ||
[Signature Page to Amendment to MHR Settlement Agreement]
| MHR CAPITAL PARTNERS MASTER | ||
| ACCOUNT LP | ||
| MHR CAPITAL PARTNERS (100) LP | ||
| By: | MHR Advisors LLC | |
| Its: | General Partner | |
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Authorized Signatory | ||
| MHR HOLDINGS LLC | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Authorized Signatory | ||
| MHR INSTITUTIONAL PARTNERS III LP | ||
| By: | MHR Institutional Advisors III LLC | |
| Its: | General Partner | |
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Authorized Signatory | ||
| MHR FUND MANAGEMENT LLC | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Authorized Signatory | ||
| MHR ADVISORS LLC | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Authorized Signatory | ||
[Signature Page to Amendment to MHR Settlement Agreement]
| MHR INSTITUTIONAL ADVISORS III LLC | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Authorized Signatory | ||
| /s/ Xxxx X. Xxxxxxxx, M.D. | ||
| Xxxx X. Xxxxxxxx, M.D. | ||
[Signature Page to Amendment to MHR Settlement Agreement]
SCHEDULE A
MHR Holdings LLC
MHR Fund Management LLC
MHR Capital Partners Master Account LP
MHR Capital Partners (100) LP
MHR Advisors LLC
MHR Institutional Advisors III LLC
MHR Institutional Partners III LP
Xxxx X. Xxxxxxxx, M.D.
