AMENDMENT NO. 2 TO THE ICAHN SETTLEMENT AGREEMENT
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
