FIAT S Sample Clauses

FIAT S p.A., a company incorporated under the laws of Italy, with corporate seat at Turin and registered office at Via Nizza 250, 10125 Turxx xxx Xxxxxx X.x.X., a company incorporated under the laws of Italy, with corporate seat at Turin and registered office at Corso Ferrucci 112 A, 00000 Xxxxx, together hereinafter called the "Subscriber"; and

FIAT S p.A. By /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Chief Executive Officer NEW HOLLAND N.V. By /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Director By /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Acting Chairman, President & Chief Executive Officer CASE CORPORATION By /s/ Xxxx-Xxxxxx Xxxxx Name: Xxxx-Xxxxxx Xxxxx Title: Chairman & Chief Executive Officer FIAT ACQUISITION CORPORATION By /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President

FIAT S p.A., a company organized under the laws of Italy ("Fiat"), New Holland N.V., a company organized under the laws of the Netherlands, Fiat Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Fiat ("Merger Sub"), and the Company contemplate entering into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which, among other things Merger Sub will merge with and into the Company (the "Merger"). The Board of Directors of the Company has approved the Merger Agreement. Pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent may from time to time supplement and amend the Rights Agreement. The Board of Directors of the Company has determined that an amendment to the Rights Agreement as set forth herein is necessary and desirable in connection with the foregoing, and the Company and the Rights Agent desire to evidence such amendment in writing. All acts and things necessary to make this Amendment a valid agreement, enforceable according to its terms, have been done and performed, and the execution and delivery of this Amendment by the Company and the Rights Agent have been in all respects duly authorized by the Company and the Rights Agent. Accordingly, the parties agree as follows:

FIAT S. P.A. By: /s/ Bruno Cova --------------------------------- Name: Bruno Cova Title: Sexxxx Xxxx President and General Counsel SICIND S.P.A. By: /s/ Mauro Busi --------------------------------- Name: Mauro Busi Title: Chxxxxxx CNH GLOBAL N.V. By: /s/ Paolo Monferino --------------------------------- Name: Paolo Monferino Title: Chief Executive Officer

FIAT S p.A., a company incorporated in the Republic of Italy whose registered office is at Via Xxxxx 000, 00000 Xxxxx, Xxxxx (xxe "Guarantor");

FIAT S p.A., Turin, Italy shall cease to control directly or indirectly at least 50% of the voting share capital of the Borrower or, if the Borrower is merged into another company or such a merger is approved by the relevant corporate bodies of the Borrower, the surviving entity is no longer at least 50% directly or indirectly controlled by Fiat S.p.A.;

FIAT S. P.A. By: Name: Title: UAW RETIREE MEDICAL BENEFITS TRUST By: Name: Title: THE UNITED STATES DEPARTMENT OF THE TREASURY By: Name: Title: ANNEX A Definitions