EX-10.6



 Exhibit 10.6 

AMENDMENT NO. 2 TO THE ICAHN SETTLEMENT AGREEMENT 

This Amendment to the Icahn Settlement Agreement (the “Amendment No. 2”) is made and entered into as of
September 5, 2016, 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 parties to that certain 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 by Amendment No. 1 to the Settlement Agreement, effective as of July 14, 2013 (the
“Icahn Settlement Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Icahn Settlement Agreement. 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows: 
 1. The parties hereto hereby agree to amend and restate the last sentence of Section 1(c)(v) of the Icahn Settlement
Agreement as follows: 
 “The Company agrees that, from and after September 5, 2016, so long as an Icahn Nominee is a member of the
Board, the Company shall not take any action, or support any person who is seeking, to increase the size of the Board above twelve (12) directors, each having one vote on all matters; and” 

2. Other than as expressly described in this Amendment, the Icahn Settlement Agreement shall remain in full force and effect. 

3. This Amendment No. 2 constitutes an amendment in writing executed by the parties to the Icahn Settlement Agreement for purposes of
Section 13 of the Icahn Settlement Agreement. The terms and provisions of Sections 11 through 20 of the Icahn Settlement Agreement are incorporated herein mutatis mutandis. 

[Signature Pages Follow]  







 IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment, 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 Amendment to Icahn Settlement Agreement] 







 
			
	 ICAHN PARTNERS MASTER FUND LP

ICAHN PARTNERS MASTER FUND II LP
 ICAHN PARTNERS MASTER
FUND III 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/ Keith Cozza

	Name:	 	Keith Cozza
	Title:	 	Treasurer
	
	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/ Keith Cozza

	Name:	 	Keith Cozza
	Title:	 	Treasurer
	
	 /s/ Carl C. Icahn

	Carl C. Icahn



  
 [Signature Page to
Amendment to Icahn Settlement 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 

Icahn Partners Master Fund II LP 
 Icahn Partners Master Fund III
LP 
 IPH GP LLC 
 High River Limited Partnership 

Hopper Investments LLC