0001193125-14-246208 Sample Contracts

AGREEMENT
Agreement • June 24th, 2014 • Navistar International Corp • Motor vehicles & passenger car bodies • Delaware

This Agreement (the “Agreement”) is made and entered into as of June 23, 2014, 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, a Delaware corporation (the “Company”).

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AMENDMENT NO. 7 dated as of June 23, 2014 to the Rights Agreement, dated as of June 19, 2012, as amended, between Navistar International Corporation and Computershare Inc., as Rights Agent
Rights Agreement • June 24th, 2014 • Navistar International Corp • Motor vehicles & passenger car bodies • Delaware

This Amendment No. 7 is dated as of June 23, 2014 (the “Effective Date”), and amends and restates in its entirety that certain Rights Agreement, dated as of June 19, 2012, (as amended prior to the date hereof, the “Existing Rights Agreement” and, as amended and restated hereby, the “Plan”), between Navistar International Corporation, a Delaware corporation (including any permitted successor hereunder, the “Company”), and Computershare Inc., a Delaware corporation, successor-in-interest to Computershare Shareowner Services LLC, as rights agent (the “Rights Agent”).

AGREEMENT
Agreement • June 24th, 2014 • Navistar International Corp • Motor vehicles & passenger car bodies • Delaware

This Agreement (the “Agreement”) is made and entered into as of June 23, 2014, 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, a Delaware corporation (the “Company”).

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