0000921669-12-000053 Sample Contracts

SETTLEMENT AGREEMENT
Settlement Agreement • October 9th, 2012 • Icahn Carl C • New York

This Settlement Agreement, effective as of October 5, 2012 (this “Agreement”), is by and among the persons and entities listed on Schedule A hereto (collectively, the “Icahn Group”, and individually a “member” of the Icahn Group) and Navistar International Corporation (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

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