NAVISTAR INTERNATIONAL CORPORATION Purchase AgreementPurchase Agreement • March 24th, 2014 • Navistar International Corp • Motor vehicles & passenger car bodies • New York
Navistar International Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $370,000,000 aggregate principal amount (the “Firm Securities”) of its 4.75% Senior Subordinated Convertible Notes due 2019 (the “Notes”) and, at the option of the Initial Purchasers, up to an additional $55,500,000 aggregate principal amount (the “Option Securities”) of Notes as set forth in Section 2 below. The Firm Securities and the Option Securities are herein referred to as the “Securities”. Upon the satisfaction of certain conditions, the Securities are convertible, at the option of the holders, at a conversion rate (the “Conversion Rate”) set forth and as described in the Time of Sale Information (as defined below) and the Offering Memorandum (as defined below), and upon any such conversion the Company may elect to satisfy
