EX-10.7



 Exhibit 10.7 

AMENDMENT NO. 2 TO THE MHR SETTLEMENT AGREEMENT 

This Amendment to the MHR 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 “MHR Group”, and individually a “member” of the MHR Group) and Navistar International Corporation, a Delaware corporation
(the “Company”). 
 WHEREAS, the MHR 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 “MHR Settlement
Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the MHR 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 MHR Settlement
Agreement as follows: 
 “The Company agrees that, from and after September 5, 2016, so long as an MHR 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. The parties hereto hereby agree to amend and restate the notice address of the MHR Group in Section 14 of the MHR Settlement Agreement
as follows: 
 MHR Fund Management LLC 

1345 Avenue of the Americas, 42nd Floor 

New York, NY 10105 
 Telephone:
(212) 262-0005 
 Facsimile: (212) 262-9356 

Attention: Janet Yeung, Esq. 







 3. Other than as expressly described in this Amendment, the MHR Settlement Agreement shall remain
in full force and effect. All references in and to the MHR Settlement Agreement (including any annexes, exhibits or schedules thereto) shall be deemed to be references to the MHR Settlement Agreement as amended by this Amendment No. 2. 

4. This Amendment No. 2 constitutes an amendment in writing executed by the parties to the MHR Settlement Agreement for purposes of
Section 13 of the MHR Settlement Agreement. The terms and provisions of Sections 11 through 20 of the MHR Settlement Agreement are incorporated herein mutatis mutandis. The Company acknowledges that the MHR Group intends to file this
Amendment No. 2 as an exhibit to its Schedule 13D. This Amendment No. 2 may be executed in two or more counterparts which together shall constitute a single agreement. 

[Signature Pages Follow]  

  
 -2- 








 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 MHR Settlement Agreement] 







 
			
	MHR CAPITAL PARTNERS MASTER
	ACCOUNT LP
	MHR CAPITAL PARTNERS (100) LP
	By:	 	MHR Advisors LLC
	Its:	 	General Partner
		
	By:	 	 /s/ Janet Yeung

		 	Name: Janet Yeung
		 	Title: Authorized Signatory
	
	MHR HOLDINGS LLC
		
	By:	 	 /s/ Janet Yeung

		 	Name: Janet Yeung
		 	Title: Authorized Signatory
	
	MHR INSTITUTIONAL PARTNERS III LP
	By:	 	MHR Institutional Advisors III LLC
	Its:	 	General Partner
		
	By:	 	 /s/ Janet Yeung

		 	Name: Janet Yeung
		 	Title: Authorized Signatory
	
	MHR FUND MANAGEMENT LLC
		
	By:	 	 /s/ Janet Yeung

		 	Name: Janet Yeung
		 	Title: Authorized Signatory
	
	MHR ADVISORS LLC
		
	By:	 	 /s/ Janet Yeung

		 	Name: Janet Yeung
		 	Title: Authorized Signatory


 [Signature Page to Amendment to MHR Settlement Agreement] 







 
			
	MHR INSTITUTIONAL ADVISORS III LLC
		
	By:	 	 /s/ Janet Yeung

		 	Name: Janet Yeung
		 	Title: Authorized Signatory
		
		 	 /s/ Mark H. Rachesky, M.D.

		 	Mark H. Rachesky, M.D.


 [Signature Page to Amendment to MHR Settlement Agreement] 







 SCHEDULE A 

MHR Holdings LLC 
 MHR Fund Management LLC 

MHR Capital Partners Master Account LP 
 MHR Capital Partners
(100) LP 
 MHR Advisors LLC 
 MHR Institutional Advisors
III LLC 
 MHR Institutional Partners III LP 
 Mark H. Rachesky,
M.D.