EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 
 AGREEMENT

 This Agreement (the “Agreement”) is made and entered into as of June 23, 2014, 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”).

 WHEREAS, the Icahn Group and the Company are party to that certain Settlement Agreement (the “Icahn Settlement
Agreement”), effective as of October 5, 2012, by and among the persons and entities listed on Schedule A thereto and the Company, as amended on July 14, 2013. Capitalized terms used but not otherwise defined herein shall
have the meanings ascribed to them in the Icahn Settlement Agreement. 
 NOW THEREFORE, in consideration of the premises and the covenants
of the parties set forth in this agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the undersigned hereby agree as follows: 

1. The parties hereto hereby agree that the Ownership Limit, as defined in Section 2(c) of the Icahn Settlement Agreement,
is deemed to have terminated with respect to the Icahn Group and each member thereof as of the date hereof. Other than as expressly described in this Agreement, the Icahn Settlement Agreement shall remain in full force and effect. 

2. Notwithstanding the foregoing, the Icahn Group and each member thereof shall remain subject to any restrictions applicable
to stockholders of the Company pursuant to the Rights Agreement (the “Rights Agreement”), dated June 19, 2012, by and among the Company and Computershare, Inc., as amended from time to time and most recently as of June 23,
2014. 
 3. The Company acknowledges that it will continue to be bound by the terms of the Icahn Settlement Agreement,
including the requirements of Section 5(e) thereof with respect to (i) any amendment, modification or supplement to the Rights Agreement and (ii) the adoption of a New Rights Plan; provided, however, that the Company
agrees that notwithstanding the provisions of Section 5(e) of the Icahn Settlement Agreement, it will not extend the expiration date of the Rights Agreement unless such extension is approved by a majority of the Board, which majority shall
include (x) at least one Icahn Nominee and (y) provided that an Other Shareholder Nominee is a member of the Board, at least one Other Shareholder Nominee. 

4. Miscellaneous. The parties hereto recognize and agree that if for any reason any of the provisions of this Agreement
are not performed in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or injury would be caused for which money damages would not be an adequate remedy. Accordingly, each party agrees that in addition to
other remedies the other party shall be entitled to at law or equity, the other party shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement
exclusively in the Court of Chancery or other federal or state courts of the State of Delaware. In the event that any action shall be brought in equity to enforce the provisions of this Agreement, no party shall allege, and each party hereby waives
the defense, that there is an adequate remedy at law. Furthermore, each 

  








 
of the parties hereto (a) consents to submit itself to the personal jurisdiction of the Court of Chancery or other federal or state courts of the State of Delaware in the event any dispute
arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it
shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery or other federal or state courts of the State of Delaware, and each of the parties irrevocably
waives the right to trial by jury, (d) agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief and (e) irrevocably consents to service of process
by a reputable overnight mail delivery service, signature requested, to the address of such party’s principal place of business or as otherwise provided by applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING WITHOUT
LIMITATION VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE. 

5. No Waiver. Any waiver by any party of a breach of any provision of this Agreement shall not operate as or be
construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be
considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. 

6. Entire Agreement. The Agreement and the Icahn Settlement Agreement contain the entire understanding of the parties
with respect to the subject matter hereof and may be amended only by an agreement in writing executed by the parties hereto. 

7. Notices. All notices, consents, requests, instructions, approvals and other communications provided for herein and
all legal process in regard hereto shall be in writing and shall be deemed validly given, made or served, if (a) given by telecopy and email, when such telecopy and email is transmitted to the telecopy number set forth below and sent to the
email address set forth below and the appropriate confirmation is received or (b) if given by any other means, when actually received during normal business hours at the address specified in this subsection: 

 

					
	If to the Company:    	 	Navistar International Corporation
		 	2701 Navistar Drive
		 	Lisle, Illinois 60532
		 	Facsimile:	  	(331) 332-2261
		 	Email:	  	curt.kramer@navistar.com
		 	Attention:	  	Curt Kramer


  
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	With a copy to (which shall not constitute notice):
		 	Sullivan & Cromwell LLP
		 	125 Broad Street
		 	New York, NY 10004
		 	Facsimile:	  	(212) 558-3588
		 	Email:	  	aquilaf@sullcrom.com
		 	Attention:	  	Francis J. Aquila
		
	If to the Icahn Group:	 	Icahn Associates Corp.
		 	767 Fifth Avenue, 47th Floor
		 	New York, New York 10153
		 	Attention:	  	Keith Cozza
		 	Facsimile:	  	(212) 688-1158
		 	Email:	  	Kcozza@sfire.com
	
	With a copy to (which shall not constitute notice):
		 	Icahn Associates Corp.
		 	767 Fifth Avenue, 47th Floor
		 	New York, New York 10153
		 	Attention:	  	Keith Schaitkin
		 	Facsimile:	  	(212) 688-1158
		 	Email:	  	kls@sfire.com

 8. Severability. If at any time subsequent to the date hereof, any provision of this
Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or
enforceability of any other provision of this Agreement. 
 9. Counterparts. This Agreement may be executed in two or
more counterparts which together shall constitute a single agreement. 
 10. Successors and Assigns. This Agreement
shall not be assignable by any of the parties to this Agreement. This Agreement, however, shall be binding on successors of the parties hereto. 

11. No Third Party Beneficiaries. This Agreement is solely for the benefit of the parties hereto and is not enforceable
by any other persons. 
 [Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to
be executed by its duly authorized representative as of the date first above written. 

					
	NAVISTAR INTERNATIONAL CORPORATION
		
	By:	 	    /s/ Curt A. Kramer
		 	Name:	 	Curt A. Kramer
		 	Title:	 	Corporate Secretary


 [Signature Page to Side Letter Agreement] 

  








 
			
	 ICAHN PARTNERS MASTER FUND LP

ICAHN OFFSHORE LP
 ICAHN PARTNERS LP

ICAHN ONSHORE LP
 BECKTON CORP.

HOPPER INVESTMENTS LLC
 BARBERRY CORP.

HIGH RIVER LIMITED PARTNERSHIP

	By:	 	Hopper Investments LLC, general partner
	By:	 	Barberry Corp., its sole member
		
	By:	 	    /s/ Edward E. Mattner
	Name:	 	Edward E. Mattner
	Title:	 	Authorized Signatory
	
	ICAHN CAPITAL LP
	By:	 	IPH GP LLC, its general partner
	By:	 	Icahn Enterprises Holdings L.P., its sole member
	By:	 	Icahn Enterprises G.P. Inc., its general partner
	IPH GP LLC
	By:	 	Icahn Enterprises Holdings L.P., its sole member
	By:	 	Icahn Enterprises G.P. Inc., its general partner
	ICAHN ENTERPRISES HOLDINGS L.P.
	By:	 	Icahn Enterprises G.P. Inc., its general partner
	ICAHN ENTERPRISES G.P. INC.
		
	By:	 	    /s/ SungHwan Cho
	Name:	 	SungHwan Cho
	Title:	 	Chief Financial Officer
	
	    /s/ Carl C. Icahn
	Carl C. Icahn


 [Signature Page to Side Letter Agreement] 

  








 SCHEDULE A 

Barberry Corp. 
 Beckton Corp. 

Carl C. Icahn 
 Icahn Capital LP 

Icahn Enterprises Holdings L.P. 
 Icahn Enterprises G.P. Inc. 

Icahn Offshore LP 
 Icahn Onshore LP 

Icahn Partners LP 
 Icahn Partners Master Fund LP 

IPH GP LLC 
 High River Limited Partnership 

Hopper Investments LLC