0001193125-16-701448 Sample Contracts

AMENDMENT NO. 2 TO THE ICAHN SETTLEMENT AGREEMENT
Icahn Settlement Agreement • September 6th, 2016 • Navistar International Corp • Motor vehicles & passenger car bodies

This Amendment to the Icahn Settlement Agreement (the “Amendment No. 2”) is made and entered into as of September 5, 2016, 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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STOCKHOLDER AGREEMENT BY AND AMONG VOLKSWAGEN TRUCK & BUS GMBH AND NAVISTAR INTERNATIONAL CORPORATION DATED AS OF SEPTEMBER 5, 2016
Shareholder Agreement • September 6th, 2016 • Navistar International Corp • Motor vehicles & passenger car bodies • Delaware

STOCKHOLDER AGREEMENT, dated as of September 5, 2016 (including the schedules hereto, as amended or restated from time to time, this “Agreement”), is made by and among Volkswagen Truck & Bus GmbH, a company organized under the laws of Germany (“Investor”) and Navistar International Corporation, a Delaware corporation (the “Company”), collectively referred to as the “Parties” and individually as a “Party”.

AGREEMENT
Investment Agreement • September 6th, 2016 • Navistar International Corp • Motor vehicles & passenger car bodies • Delaware

This Agreement (the “Agreement”) is made and entered into as of September 5, 2016, by and among Volkswagen Truck & Bus GmbH (“Investor”) and Navistar International Corporation, a Delaware corporation (the “Company”).

AMENDMENT NO. 2 TO THE MHR SETTLEMENT AGREEMENT
MHR Settlement Agreement • September 6th, 2016 • Navistar International Corp • Motor vehicles & passenger car bodies

This Amendment to the MHR Settlement Agreement (the “Amendment No. 2”) is made and entered into as of September 5, 2016, 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”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • September 6th, 2016 • Navistar International Corp • Motor vehicles & passenger car bodies • New York

THIS STOCK PURCHASE AGREEMENT (including the schedules hereto, as amended or restated from time to time, this “Agreement”), dated as of September 5, 2016 (the “Execution Date”), is made by and among Volkswagen Truck & Bus GmbH, a company organized under the laws of Germany (“Buyer”) and Navistar International Corporation, a Delaware corporation (the “Company”), collectively referred to as the “Parties” and individually as a “Party.”

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