0001193125-14-327398 Sample Contracts

AMENDMENT NO. 8 TO RIGHTS AGREEMENT
Rights Agreement • August 29th, 2014 • Navistar International Corp • Motor vehicles & passenger car bodies • New York

This Amendment No. 8 (this “Amendment”) is dated as of August 29, 2014 (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.

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