EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 

AMENDMENT NO. 5 
 AMENDMENT
NO. 5, dated as of January 25, 2017 (this “Amendment”), to the Credit 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 thereto, in such capacity and including any permitted successor or assign, the
“Administrative Agent”). 
 W I T N E S S E T H: 

WHEREAS, Borrower, the Lenders, the Administrative Agent and the other agents party from time to time thereto entered into that certain Amended
and Restated ABL Credit Agreement dated as of August 17, 2012 (as amended, supplemented, or otherwise modified from time to time, the “Credit Agreement”); 

WHEREAS, Borrower desires to amend the Credit Agreement; 

WHEREAS, the Administrative Agent and the Lenders are willing to enter into this Amendment on the terms and conditions set forth herein. 

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, Borrower, the Lenders party
hereto and the Administrative Agent hereby agree as follows: 
 ARTICLE I 

AMENDMENT TO CREDIT AGREEMENT 

Section 1.1 Amendment to Section 6.01(b). Section 6.01(b) of the Credit Agreement is hereby amended as of the Fifth
Amendment Effective Date by deleting the phrase “$1,400,000,000” and replacing it with the phrase “$1,450,000,000”. 

ARTICLE II 
 CONDITIONS
PRECEDENT TO EFFECTIVENESS 
 This Amendment shall become effective on the date (the “Fifth Amendment Effective Date”)
each of the following conditions precedent have been satisfied (or waived in accordance with Section 9.02 of the Credit Agreement): 

Section 2.1 Amendment. Borrower, the Required Lenders and the Administrative Agent have each delivered a duly executed counterpart
of this Amendment to the Administrative Agent. 
 Section 2.2 Absence of Default. No Default or Event of Default shall have
occurred and be continuing on the Fifth Amendment Effective Date. 
 Section 2.3 Representations and Warranties. The
representations and warranties of Borrower in the Loan Documents shall be true and correct in all material respects as of the Fifth Amendment Effective Date, except for representations and warranties that expressly related to an earlier date in
which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date. 







 Section 2.4 Closing Certificate. The Administrative Agent shall have received a
certificate, dated the Fifth Amendment Effective Date and executed by a duly authorized officer of Borrower certifying as to the matters set forth in Sections 2.2 and 2.3. 

Section 2.5 Fees and Expenses. Borrower shall have paid all other invoiced, reasonable fees and out-of-pocket expenses to be paid
to the Administrative Agent in accordance with the terms of the Loan Agreement that are earned, due and payable on the Fifth Amendment Effective Date. 

ARTICLE III 

REPRESENTATIONS, WARRANTIES AND COVENANTS 

Section 3.1 Representations and Warranties. To induce the Administrative Agent to enter into this Amendment, Borrower represents and
warrants that: 
 (a) Organization. Borrower (a) is a corporation duly organized, validly existing and in good standing (to the
extent applicable) under the laws of the jurisdiction of its formation, (b) is duly qualified and in good standing as a foreign corporation or company in each other jurisdiction in which it owns or leases property or in which the conduct of its
business requires it to so qualify or be licensed except where the failure to so qualify or be licensed would not be reasonably likely to have a Material Adverse Effect, and (c) has all requisite corporate power and authority to enter into this
Amendment. 
 (b) Powers. The execution, delivery and performance by Borrower of this Amendment is within Borrower’s corporate
powers, have been duly authorized by all necessary corporate action. 
 (c) Due Execution. This Amendment has been duly executed and
delivered by Borrower. This Amendment is the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 

ARTICLE IV 

MISCELLANEOUS 

Section 4.1 Effect of Amendment. 

(a) On and after the Fifth Amendment Effective Date, each reference in the Credit Agreement to “hereunder”,
“hereof” or words of like import referring to the Credit Agreement, and each reference in the other transaction documents to the “Credit Agreement”, “thereunder”, “thereof” or words
of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified by this Amendment. This Amendment is a Loan Document executed pursuant to the Credit Agreement and shall be construed, administered
and applied in accordance with the terms and provisions thereof. 
 (b) The Credit Agreement, as specifically amended by this Amendment, and
each of the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents, all of the Collateral described
therein, and all of the Liens on the Collateral granted therein, in each case do and shall continue to secure the payment of all Secured Obligations of the Borrower under the Loan Documents, in each case as amended by this Amendment. 

  
 2 








 (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. 

Section 4.2 Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment constitutes the entire contract among the parties relating to the subject matter hereof and supersedes
any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Article II, this Amendment shall become effective when it shall have been executed by the Administrative Agent
and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment. 

Section 4.3 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE. 

(a) GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 

(b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any U.S.
Federal or New York State court sitting in the Borough of Manhattan, New York, New York in any action or proceeding arising out of or relating to any Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees
that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Amendment or any other Loan Document shall affect
any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Amendment or any other Loan Document against Borrower or its properties in the courts of any jurisdiction.

 (c) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Amendment or any other Loan Document in any court referred to in paragraph (b) of this
Section 4.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 

(d) To the extent permitted by law, each party to this Amendment hereby irrevocably waives personal service of any and all process upon it and
agrees that all such service of process may be made by registered mail (return receipt requested) directed to it at its address for notices as provided for in Section 9.01 of the Credit Agreement. Nothing in this Amendment or any other Loan
Document will affect the right of any party to this Amendment to serve process in any other manner permitted by law. 
 Section 4.4
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT,
ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER 

  
 3 








 
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 4.4. 
 Section 4.5 Headings. Article and Section headings used herein are for convenience of
reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment. 

Section 4.6 Costs and Expenses. The Borrower agrees to reimburse the Administrative Agent for its reasonable, documented
out-of-pocket expenses incurred in connection with this Amendment, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent. 

[Remainder of this page is intentionally left blank.] 

  
 4 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their
respective officers thereunto duly authorized as of the date first written above. 
  

							
		 		 	BORROWER:
			
		 		 	NAVISTAR, INC.
				
		 		 	By:	 	/s/ Anthony Aiello
		 		 	Name:	 	Anthony Aiello
		 		 	Title:	 	Assistant Treasurer

 [Signature Page to Amendment No. 5] 








							
		 		 	BANK OF AMERICA, N.A.,
		 		 	as the Administrative Agent and as a Lender
				
		 		 	By:	 	/s/ Monirah J. Masud
		 		 	Name:	 	Monirah J. Masud
		 		 	Title:	 	Senior Vice President

 [Signature Page to Amendment No. 5] 








							
		 		 	JPMorgan Chase Bank, N.A.,
		 		 	as Lender
				
		 		 	By:	 	/s/ Gene Riego de Dios
		 		 	Name:	 	Gene Riego de Dios
		 		 	Title:	 	Vice President

 [Signature Page to Amendment No. 5] 








							
		 		 	WELLS FARGO CAPITAL FINANCE,
		 		 	as Lender
				
		 		 	By:	 	/s/ Peter Shin
		 		 	Name:	 	Peter Shin
		 		 	Title:	 	Vice President

 [Signature Page to Amendment No. 5] 








							
		 		 	GOLDMAN SACHS BANK USA,
		 		 	as Lender
				
		 		 	By:	 	/s/ Eddie Arhagba
		 		 	Name:	 	Eddie Arhagba
		 		 	Title:	 	Authorized Signor

 [Signature Page to Amendment No. 5]