0001193125-12-430147 Sample Contracts

AMENDMENT NO. 3 TO RIGHTS AGREEMENT
Rights Agreement • October 22nd, 2012 • Navistar International Corp • Motor vehicles & passenger car bodies • New York

This Amendment No. 3 (this “Amendment”) is dated as of October 19, 2012 (the “Effective Date”), and amends that certain Rights Agreement, dated as of June 19, 2012, as amended to date (the “Rights Agreement”), between Navistar International Corporation, a Delaware corporation (the “Company”), and Computershare Shareowner Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Rights Agreement.

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