AMENDED AND RESTATED JOINT VENTURE OPERATING AGREEMENT by and among CATERPILLAR INC., NAVISTAR, INC. and NC2 GLOBAL LLC Dated as of September 9, 2009Joint Venture Operating Agreement • September 15th, 2009 • Caterpillar Inc • Construction machinery & equip • Delaware
TABLE OF CONTENTS 1. GENERAL 1.1 Definitions 1.2 Effective Date 1.3 Formation of the Company 1.4 Offices 1.5 Term of Existence 1.6 Related Agreements 1.7 Registered Office/Agent 2. BUSINESS 2.1 Business Generally 2.2 Business Plans 2.3 Operations in Core ROW Countries, Legacy Countries, and other Non-Core ROW Countries 2.4 Formation of Subsidiaries 2.5 Modifications to Structure 3. CAPITAL STRUCTURE; FINANCING; DISTRIBUTION POLICY 3.1 Initial Contributions; Percentage Interests 3.2 Additional Contributions and Funding 4. MEMBERS 4.1 No Management by Members 4.2 Limited Liability 4.3 Withdrawal or Resignation 4.4 Meetings 4.5 Proxies 4.6 Action by Members without a Meeting 4.7 Waiver of Notice 4.8 Actions Requiring Unanimous Member Consent 4.9 Other Activities 4.10 Deficit Upon Liquidation 4.11 Company Property; Membership Interests 5. BOARD OF REPRESENTATIVES 5.1 Board 5.2 Chairman 5.3 Required Vote 5.4 Term and Removal; Resignation of Representatives 5.5 Vacancies 5.6 Authority of the
