0001193125-12-375702 Sample Contracts

Indemnification Agreement
Indemnification Agreement • August 30th, 2012 • Navistar International Corp • Motor vehicles & passenger car bodies • Delaware

Indemnification Agreement, dated as of August 26, 2012 (this “Agreement”), between Navistar International Corporation, a Delaware corporation (the “Company”), and Lewis B. Campbell (“Indemnitee”).

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NAVISTAR INTERNATIONAL CORPORATION EMPLOYMENT AND SERVICES AGREEMENT
Employment and Services Agreement • August 30th, 2012 • Navistar International Corp • Motor vehicles & passenger car bodies • Illinois

This Employment and Services Agreement (the “Agreement”) is entered into on August 26, 2012 by and among Navistar International Corporation, a Delaware corporation (the “Company”), its principal operating subsidiary, Navistar, Inc., a Delaware corporation (“NAVISTAR, INC.”) and Lewis B. Campbell (“Executive”) (each a “Party” and collectively, the “Parties”). For purposes of this Agreement, “NIC” shall mean the Company and all of its direct or indirect, wholly-owned subsidiaries, including NAVISTAR, INC., and “NAVISTAR, INC.” shall mean only Navistar, Inc., unless the context clearly indicates the contrary.

NOTE PURCHASE AGREEMENT among NAVISTAR FINANCIAL SECURITIES CORPORATION as Transferor, NAVISTAR FINANCIAL CORPORATION, as Servicer, BANK OF AMERICA, NATIONAL ASSOCIATION, as Administrative Agent for the Purchasers, BANK OF AMERICA, NATIONAL...
Note Purchase Agreement • August 30th, 2012 • Navistar International Corp • Motor vehicles & passenger car bodies • New York

THIS NOTE PURCHASE AGREEMENT (this “Agreement”) dated as of August 29, 2012, among Navistar Financial Securities Corporation (the “Transferor”), Navistar Financial Corporation (“Servicer”), Bank of America, National Association (“Bank of America”), as the Administrative Agent and as Managing Agent and a Committed Purchaser, The Bank of Nova Scotia (“BNS”), as a Managing Agent and a Committed Purchaser, Liberty Street Funding LLC (“Liberty Street”), as a Conduit Purchaser, Credit Suisse AG, New York Branch (“CS NYB”), as a Managing Agent, Credit Suisse AG, Cayman Islands Branch (“CS CIB”), as a Committed Purchaser, and Alpine Securitization Corp. (“Alpine”), as a Conduit Purchaser.

NAVISTAR INTERNATIONAL CORPORATION NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
Non-Qualified Stock Option Award Agreement • August 30th, 2012 • Navistar International Corp • Motor vehicles & passenger car bodies • Delaware

This is an award agreement (the “Award Agreement”) between Navistar International Corporation, a Delaware corporation (the “Corporation”), and the individual named above (the “Optionee”). The Corporation hereby grants to the Optionee the right and option (this “Option”) to purchase all or any part of an aggregate of the above-stated number of shares of common stock of the Corporation (“Common Stock”) as an employment inducement award pursuant to Section 303A.08 of the NYSE Listed Company Manual.

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