AMENDMENT NO. 1 TO THE SETTLEMENT AGREEMENTRights Agreement • July 15th, 2013 • Navistar International Corp • Motor vehicles & passenger car bodies • New York
This Amendment No. 1 (the “Amendment”), effective as of July 14, 2013, 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”), amends and restates in its entirety that certain Settlement Agreement (the “Agreement”), effective as of October 5, 2012, by and among the Icahn Group and 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:
AMENDMENT NO. 5 TO RIGHTS AGREEMENTRights Agreement • July 15th, 2013 • Navistar International Corp • Motor vehicles & passenger car bodies • New York
This Amendment No. 5 (this “Amendment”) is dated as of July 14, 2013 (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 Inc., a Delaware Corporation, successor-in-interest to Computershare Shareowner Services LLC, 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.
AMENDMENT NO. 1 TO THE SETTLEMENT AGREEMENTRights Agreement • July 15th, 2013 • Navistar International Corp • Motor vehicles & passenger car bodies • New York
This Amendment No. 1 (the “Amendment”), effective as of July 14, 2013, 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 (the “Company”), amends and restates in its entirety that certain Settlement Agreement (the “Agreement”), effective as of October 5, 2012, by and among the MHR Group and 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:
AGREEMENTAgreement • July 15th, 2013 • Navistar International Corp • Motor vehicles & passenger car bodies • Delaware
This Agreement (the “Agreement”) is made and entered into as of July 14, 2013, by and among the persons and entities listed on Schedule A hereto (each, individually, an “MHR Entity” and collectively, the “MHR Entities”) and Navistar International Corporation, a Delaware corporation (the “Company”).
AGREEMENTAgreement • July 15th, 2013 • Navistar International Corp • Motor vehicles & passenger car bodies • Delaware
This Agreement (the “Agreement”) is made and entered into as of July 14, 2013, by and among the persons and entities listed on Schedule A hereto (each, individually, an “Icahn Entity” and collectively, the “Icahn Entities”) and Navistar International Corporation, a Delaware corporation (the “Company”).
