EX-4.1



 Exhibit 4.1 
 AMENDMENT NO. 5 TO 
 RIGHTS AGREEMENT 

This Amendment No. 5 (this “Amendment”) is dated as of July 14, 2013 (the “Effective Date”), and
amends that certain Rights Agreement, dated as of June 19, 2012, as amended to date (the “Rights Agreement”), between Navistar International Corporation, a Delaware corporation (the “Company”), and
Computershare Inc., a Delaware Corporation, successor-in-interest to Computershare Shareowner Services LLC, as rights agent (the “Rights Agent”). Capitalized terms used herein and not otherwise defined shall have the meaning
ascribed to them in the Rights Agreement. 
 WHEREAS, on July 14, 2013, the Board determined it is in the best interests of the
Company and its stockholders to amend the Rights Agreement on the terms set forth herein; 
 WHEREAS, in accordance with
Section 27 of the Rights Agreement, prior to the Distribution Date, the Company may, and the Rights Agent, if directed by the Company, shall, from time to time supplement or amend the Rights Agreement without the approval of any holders of
shares of Common Stock; 
 WHEREAS, the Rights Agent is hereby directed to join in this Amendment; and 

WHEREAS, an officer of the Company has delivered to the Rights Agent a certificate as to the compliance of this Amendment with the terms
of Section 27 of the Rights Agreement. 
 NOW, THEREFORE, in consideration of the premises and the respective agreements
set forth herein, the parties hereby agree as follows: 
 Section 1. Amendment of the Rights Agreement 

1.1 The definition of the term “Icahn Agreement” in Section 1 of the Rights Agreement is hereby amended and restated in its
entirety as follows: 
 “Icahn Agreement” means the Settlement Agreement, dated as of October 5, 2012, among the
Company and the signatories thereto, as amended from time to time. 
 1.2 Section 1(a) of the Rights Agreement, the
definition of the term “Acquiring Person”, is hereby amended and restated in its entirety as follows: 

“Acquiring Person” shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of twenty percent (20%) or more of the shares of Common Stock then outstanding, but shall not include (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company, or of any
Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, (iv) any Person who becomes the Beneficial Owner of 20% or more of the shares of Common Stock
then outstanding as a result of a reduction in the number of shares of Common Stock outstanding due to the repurchase of shares of Common Stock by the Company (or any Subsidiary of the Company, any employee benefit plan of the Company or of any
Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) unless and until such Person, after becoming aware that such Person has become the Beneficial Owner
of 20% or more of the then outstanding shares of Common Stock, acquires beneficial ownership of additional shares of Common Stock representing one percent (1%) or more of the shares of Common Stock then outstanding, (v) any such Person who
has reported or is required to report such ownership (but less than 20%) on Schedule 13G under the Exchange 







 
Act (or any comparable or successor report) or on Schedule 13D under the Exchange Act (or any comparable or successor report) which Schedule 13D does not state any intention to or reserve the
right to control or influence the management or policies of the Company or engage in any of the actions specified in Item 4 of such schedule (other than the disposition of the Common Stock) and, within 10 Business Days of being requested by the
Company to advise it regarding the same, certifies to the Company that such Person acquired shares of Common Stock in excess of 19.99% inadvertently or without knowledge of the terms of the Rights and who or which, together with all Affiliates and
Associates, thereafter reduces such Person’s, together with its Affiliates’ and Associates’, Beneficial Ownership to less than 20% of the shares of Common Stock then outstanding; provided, however, that if the Person
requested to so certify fails to do so within ten (10) Business Days or breaches or violates such certification, then such Person shall become an Acquiring Person immediately after such 10 Business Day period or such breach or violation, or
(vi) an Exempt Person, but only for so long as such Exempt Person, together with such Person’s Affiliates and Associates, does not, while such Person is an Exempt Person, become the Beneficial Owner of a higher percentage of the shares of
Common Stock then outstanding (other than as a result of a reduction in the number of shares of Common Stock outstanding due to the repurchase of Common Stock by the Company (or any Subsidiary of the Company, any employee benefit plan of the Company
or any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan)) as compared to the percentage of shares of Common Stock outstanding Beneficially Owned by
such Exempt Person as of the Exempt Time. 
 1.3 Section 1(r) of the Rights Agreement, the definition of the term
“Exempt Person”, is hereby amended and restated in its entirety as follows: 
 “Exempt Person” shall mean
any Person who or which, together with all Affiliates and Associates of such Person, is, as of the Exempt Time, the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding. Notwithstanding anything to the contrary provided in
this Agreement, any Exempt Person who, together with such Person’s Affiliates and Associates, after the Exempt Time becomes the Beneficial Owner of less than 20% of the shares of Common Stock then outstanding shall cease to be an Exempt Person
and shall be subject to all the provisions of this Agreement in the same manner as any Person who is not and was not an Exempt Person. 
 1.4 Section 1(s) of the Rights Agreement, the definition of the term “Exempt Time”, is hereby amended and restated in its entirety as follows: 

“Exempt Time” means June 20, 2012. 
 1.5 Section 7(a) of the Rights Agreement is hereby amended and restated in its entirety as follows: 
 (a) Subject to Section 7(e) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided
herein including the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the form of election to purchase and the
certificate on the reverse side thereof duly executed 







 
and properly completed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the
total number of one one-thousandths of a share of Preferred Stock (or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) 5:00 P.M., New York
City time, on June 18, 2015 or such later date as may be established by the Board prior to the expiration of the Rights (such date, as it may be extended by the Board, the “Final Expiration Date”), or (ii) the time at which the
Rights are redeemed as provided in Section 23 hereof, or (iii) the time at which the Rights may be exchanged as provided in Section 24 hereof, or (iv) the time at which all of the Rights expire pursuant to Section 13(d)
hereof (the earliest of (i), (ii), (iii) and (iv) being herein referred to as the “Expiration Date”). 

Section 2. Exhibit C to the Rights Agreement is hereby amended and restated in its entirety as set forth in Exhibit A hereto.

 Section 3. No Other Amendment; Effect of Amendment. Except as and to the extent expressly modified by this
Amendment, the Rights Agreement and the exhibits thereto shall remain in full force and effect in all respects without any modification. This Amendment shall be deemed an amendment to the Rights Agreement and shall become effective on the Effective
Date. 
 Section 4. Counterparts. This Amendment may be executed in any number of counterparts and each of
such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment transmitted electronically shall have the same authority, effect
and enforceability as an original signature. 
 Section 5. Governing Law. This Amendment shall be deemed to
be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State applicable to
contracts made and to be performed entirely within such State; provided, however, that all provisions regarding the rights, duties, obligations and liabilities of the Rights Agent shall be governed and construed in accordance with the laws of the
State of New York applicable to contracts made and to be performed entirely within the State of New York, without regard to the principles or rules concerning conflicts of law which might otherwise require application of the substantive laws of
another jurisdiction. 
 [Remainder of Page Intentionally Left Blank] 







 IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 5 to Rights
Agreement as of the date first above written. 
  

			
	 NAVISTAR INTERNATIONAL
 CORPORATION

		
	 By:
	 	 /s/ Curt A. Kramer

		 	Name: Curt A. Kramer
		 	Title: Secretary
		 	
	 COMPUTERSHARE INC.

		 	
	 By:
	 	 /s/ Robert Buckley

		 	Name: Robert Buckley
		 	Title: Senior Vice President


 [Signature Page to Amendment No. 5] 







 Exhibit A 
 FORM OF 
 SUMMARY OF RIGHTS TO PURCHASE 

PREFERRED STOCK 

On June 19, 2012, the Board of Directors (the “Board”) of Navistar International Corporation, a Delaware corporation (the
“Company”), authorized and declared a dividend distribution of one right (a “Right”) for each outstanding share of the common stock of the Company, par value $0.10 per share (the “Common Stock”), to stockholders of
record at the close of business on June 29, 2012 (the “Record Date”). Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth of a share (a “Unit”) of a newly authorized
series of Junior Participating Preferred Stock, Series A, par value $1.00 per share (the “Preferred Stock”), at a purchase price of $140.00 per Unit, subject to adjustment (the “Purchase Price”). The complete terms of the Rights
are set forth in a Rights Agreement, dated as of June 19, 2012, as amended to date, between the Company and Computershare Inc., successor-in-interest to Computershare Shareowner Services LLC, as Rights Agent (the “Rights Agreement”).

 Rights Certificates; Exercise Period. 
 Initially, the Rights will be attached to all shares of Common Stock then outstanding, and no separate rights certificates (“Rights Certificates”) will be distributed. Subject to certain
exceptions specified in the Rights Agreement, the Rights will separate from the Common Stock and a distribution date (a “Distribution Date”) will occur upon the earlier of (i) 10 business days following a public announcement that a
person or group of affiliated or associated persons (an “Acquiring Person”) has acquired beneficial ownership of twenty percent (20%) or more of the outstanding shares of Common Stock (the “Stock Acquisition Date”), other
than as a result of repurchases of stock by the Company or certain inadvertent actions by certain stockholders or (ii) 10 business days (or such later date as the Board shall determine) following the commencement of a tender offer or exchange
offer that would result in a person or group becoming an Acquiring Person. For purposes of the Rights Agreement, beneficial ownership is defined to include ownership of derivative securities. 

Until a Distribution Date, (i) the Rights will be evidenced by the certificates for the Common Stock (or, in the case of shares
reflected on the direct registration system, by the notations in the book-entry account system) and will only be transferable with such Common Stock, (ii) new Common Stock certificates issued after the Record Date will contain a legend
incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such
certificates. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares
of Preferred Stock will be issued. 
 The Rights are not exercisable until a Distribution Date and will expire at 5:00 P.M., New
York City time on June 18, 2015, unless such date is extended or the Rights are earlier redeemed, exchanged or terminated. 







 As soon as practicable after a Distribution Date, Rights Certificates will be mailed to
holders of record of the Common Stock as of the close of business on a Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. Except as otherwise determined by the Board, only shares of Common Stock
issued prior to a Distribution Date will be issued with Rights. 
 Flip-in Trigger. 

In the event that a person or group of affiliated or associated persons becomes an Acquiring Person, except pursuant to an offer for all
outstanding shares of Common Stock which the independent directors determine to be fair and not inadequate and to otherwise be in the best interests of the Company and its stockholders after receiving advice from one or more investment banking
firms, each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right.
Notwithstanding the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null
and void. However, Rights are not exercisable following the occurrence of the event set forth above until such time as the Rights are no longer redeemable by the Company as set forth below. Any person who, together with its affiliates and
associates, beneficially owns 20% or more of the outstanding shares of Common Stock as of the time of first public announcement of the Rights Agreement (an “Exempt Person”) shall not be deemed an Acquiring Person, but only for so long as
such person, together with its affiliates and associates, does not, while such person is an Exempt Person, become the Beneficial Owner of a higher percentage of the shares of Common Stock then outstanding (other than as a result of a reduction in
the number of shares of Common Stock outstanding due to the repurchase of Common Stock by the Company (or any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any Person or entity organized,
appointed or established by the Company for or pursuant to the terms of any such plan)) as compared to the percentage of shares of Common Stock outstanding Beneficially Owned by such Exempt Person as of the Exempt Time. 

Flip-over Trigger. 
 In the event that, at any time following the Stock Acquisition Date, (i) the Company engages in a merger or other business combination transaction in which the Company is not the surviving
corporation, (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the Common Stock of the Company is changed or exchanged, or (iii) 50% or more of the
Company’s assets, cash flow or earning power is sold or transferred, each holder of a Right (except Rights which have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the exercise price of the Right. The events set forth in this paragraph and in the preceding paragraph are referred to as the “Triggering Events.” 







 Exchange Feature. 

At any time after a person becomes an Acquiring Person and prior to the acquisition by such person or group of fifty percent
(50%) or more of the outstanding Common Stock, the Board may exchange the Rights (other than Rights owned by such person or group which have become null and void), in whole or in part, at an exchange ratio of one share of Common Stock, or one
one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company’s preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). 

Equitable Adjustments. 
 The Purchase Price payable, and the number of Units of Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution
(i) in the event of a dividend on the Preferred Stock payable in shares of Preferred Stock, a subdivision or split of outstanding shares of Preferred Stock, a combination or consolidation of Preferred Stock into a smaller number of shares
through a reverse stock split or otherwise, or reclassification of the Preferred Stock, (ii) if holders of the Preferred Stock are granted certain rights, options or warrants to subscribe for Preferred Stock or convertible securities at less
than the current market price of the Preferred Stock, or (iii) upon the distribution to holders of the Preferred Stock of cash (excluding regular quarterly cash dividends), assets, evidences of indebtedness or of subscription rights or warrants
(other than those referred to above). 
 With certain exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments amount to at least 1% of the Purchase Price. No fractional Units will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the
date of exercise. 
 Redemption Rights. 
 At any time until ten business days following the Stock Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $0.001 per Right (payable in cash, Common Stock or
other consideration deemed appropriate by the Board). Immediately upon the action of the Board ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $0.001 redemption price.

 Miscellaneous. 
 Until a Right is exercised, the holder thereof, as such, will have no separate rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends in respect
of Rights. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or
other consideration) of the Company or for common stock of the acquiring company or in the event of the redemption of the Rights as set forth above. 
 Amendment. 
 Any of the provisions of the Rights Agreement may be amended
by the Board prior to a Distribution Date. After a Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, to make changes which do not adversely affect the interests of holders of
Rights, or to shorten or lengthen any time period under the Rights Agreement. Notwithstanding the foregoing, no amendment may be made (other than to cure any ambiguity) at a time when the Rights are not redeemable. 







 Anti-Takeover Effects. 

The Rights may have certain anti-takeover effects. The Rights may cause substantial dilution to any person or group that attempts to
acquire the Company without the approval of the Board. As a result, the overall effect of the Rights may be to render more difficult or discourage a merger, tender offer or other business combination involving the Company that is not supported by
the Board. 
 A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a
Registration Statement on Form 8-A or a Current Report on Form 8-K. A copy of the Rights Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety
by reference to the Rights Agreement, which is incorporated herein by reference.