0001193125-13-146066 Sample Contracts

FIRST AMENDMENT
Credit Agreement • April 8th, 2013 • Navistar International Corp • Motor vehicles & passenger car bodies • New York

FIRST AMENDMENT dated as of April 2, 2013 (this “Amendment Agreement”), (a) to the Credit Agreement dated as of August 17, 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among NAVISTAR, INC., a Delaware corporation (the “Borrower”), NAVISTAR INTERNATIONAL CORPORATION, a Delaware corporation (“Parent”), the LENDERS party thereto and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent and Collateral Agent (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement), (b) to the Guarantee and Collateral Agreement dated as of August 17, 2012 (as amended, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”), among Parent, the Borrower and certain other Subsidiaries of Parent party thereto and JPMCB, as Collateral Agent, and (c) the Collateral Cooperation Agreement dated as of August 17, 2012 (the “Collateral Cooperation Agreement”), by and among Bank of

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AMENDMENT NO. 1
Security Agreement • April 8th, 2013 • Navistar International Corp • Motor vehicles & passenger car bodies • New York

AMENDMENT NO. 1, dated as April 2, 2013 (this “Amendment”), to the Credit Agreement (as defined below) and to the Security Agreement (as defined below), by and among NAVISTAR, INC., a Delaware corporation (“Borrower”), the financial institutions party hereto, and BANK OF AMERICA, N.A., as administrative agent for the Lenders (“Bank of America” or, together with any successor administrative agent appointed pursuant hereto, in such capacity and including any permitted successor or assign, the “Administrative Agent”).

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