0001193125-19-003874 Sample Contracts

AMENDMENT NO. 1 to RECAPITALIZATION AGREEMENT
Recapitalization Agreement • January 7th, 2019 • Navistar International Corp • Motor vehicles & passenger car bodies

This Amendment (this “Amendment”) is made as of this 31 day of December 2018 by and between Navistar, Inc., a Delaware corporation (“Navistar”) and Olive Investor, L.P., a Delaware limited partnership (“Investor”). From time to time herein, any party hereto may be referred to as a “Party” and, jointly, as the “Parties.”

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RECAPITALIZATION AGREEMENT BY AND AMONG NAVISTAR, INC., NAVISTAR INTERNATIONAL CORPORATION, ND HOLDINGS, LLC, ND INTERMEDIATE, LLC, NAVISTAR DEFENSE LLC and OLIVE INVESTOR, L.P. Dated as of November 30, 2018
Recapitalization Agreement • January 7th, 2019 • Navistar International Corp • Motor vehicles & passenger car bodies • New York

THIS RECAPITALIZATION AGREEMENT (as amended or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) is dated as of November 30, 2018 and is entered into by and among Navistar, Inc., a Delaware corporation (“Navistar”), ND Holdings, LLC, a Delaware limited liability company (the “Company”), ND Intermediate, LLC, a Delaware limited liability company (“Intermediate”), Navistar Defense LLC, a Delaware limited liability company (“Navistar Defense”), Navistar International Corporation, a Delaware corporation (“Navistar Parent”), and Olive Investor, L.P., a Delaware limited partnership (“Investor”).

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