NAVISTAR INTERNATIONAL CORP - FORM 8-K - EX-10.1

NAVISTAR INTERNATIONAL CORP - FORM 8-K - EX-10.1 - February 8, 2017

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NAVISTAR INTERNATIONAL CORP Reports

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EX-99.1 - EX-99.1 - NAVISTAR INTERNATIONAL CORP	d338004dex991.htm
8-K - 8-K - NAVISTAR INTERNATIONAL CORP	d338004d8k.htm

Exhibit 10.1

[EXECUTION VERSION]

AMENDMENT NO. 1

AMENDMENT NO. 1, dated as of February 7, 2017 (this “Amendment Agreement”), to the Credit Agreement dated as of August 17, 2012, as amended and restated as of August 7, 2015 (as amended, supplemented or otherwise modified from time to time through the date hereof, the “Existing Credit Agreement”), among NAVISTAR, INC., a Delaware corporation (the “Borrower”), NAVISTAR INTERNATIONAL CORPORATION, a Delaware corporation (“Parent”), the LENDERS party thereto and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Administrative Agent and Collateral Agent (capitalized terms used but not defined herein having the meaning provided in the Amended Credit Agreement (as defined below)). JPMorgan and Goldman Sachs Lending Partners LLC have been appointed to act as joint lead arrangers in connection with this Amendment Agreement (in such capacities, the “Arrangers”).

W I T N E S S E T H

WHEREAS, pursuant to the Existing Credit Agreement, the Existing Lenders (as defined below) have made Tranche B Term Loans to the Borrower on the terms and subject to the conditions set forth therein;

WHEREAS, Parent, the Borrower, the Continuing Lenders (as defined below), which collectively constitute the Requisite Lenders (as defined in the Existing Credit Agreement), and the New Lenders (as defined below) desire to amend the Existing Credit Agreement (as so amended, the “Amended Credit Agreement”), to, among other things,

(a)

reduce the Applicable Rate applicable to the Tranche B Term Loans (the “Existing Term Loans”); and

(b)

modify certain other terms and conditions of the Existing Credit Agreement, in each case, on the terms and subject to the conditions set forth herein;

WHEREAS, each lender holding outstanding Tranche B Term Loans immediately prior to the Amendment Effective Date (as defined in Section 3 hereof) (the “Existing Lenders”) that executes and delivers a signature page to this Amendment Agreement as a “Continuing Lender” (each, a “Continuing Lender”) at or prior to 12:00 p.m., New York City time, on February 3, 2017 (the “Signing Date”), will have agreed to the terms of this Amendment Agreement upon the effectiveness of this Amendment Agreement on the Amendment Effective Date. Each Existing Lender that does not execute and deliver a signature page to this Amendment Agreement at or prior to the Signing Date (each, a “Departing Lender”) will be deemed not to have agreed to this Amendment Agreement and will be subject to the mandatory assignment provisions of Section 2.19 of the Existing Credit Agreement upon the effectiveness of this Amendment Agreement on the Amendment Effective Date (it being understood that the interests, rights and obligations of the Departing Lenders under the Credit Documents will be assumed by the financial institutions set forth on Schedule I hereto (each, a “New Lender”), in each case in accordance with Section 2.19 of the Existing Credit Agreement and Section 2 hereof).

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. Amendment of the Existing Credit Agreement. On the terms and subject to the conditions set forth herein, effective as of the Amendment Effective Date, the Existing Credit Agreement is hereby amended as follows:

(a) The following definitions are hereby added in the appropriate alphabetical order to Section 1.1 of the Existing Credit Agreement:

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“EEA Financial Institution” means (a) any institution established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means (a) any of the member states of the European Union, (b) Iceland, (c) Liechtenstein and (d) Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“NYFRB” means the Federal Reserve Bank of New York.

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or, for any day that is not a Business Day, for the immediately preceding Business Day); provided, however, that, if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a Federal funds transaction quoted at 11:00 a.m., New York City time, on such day to the Administrative Agent from a Federal funds broker of recognized standing selected by it; provided further, however, that if any of the aforesaid rates shall be less than zero, then such rate shall be deemed to be zero for all purposes of this Agreement.

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“Overnight Bank Funding Rate” means, for any date, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings by U.S.-managed banking offices of depositary institutions, as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).

“Repricing Amendment” shall mean Amendment No. 1 dated as of February 7, 2017, to this Agreement among Parent, the Borrower, the Lenders party thereto and JPMorgan Chase Bank, N.A., as the Administrative Agent and the Collateral Agent.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

(b) The definition of the term “Applicable Rate” in Section 1.1 of the Existing Credit Agreement shall be amended and restated in its entirety to read as follows:

“Applicable Rate” means, on any day, (a) with respect to any Tranche B Term Loan, (i) 3.00% per annum, in the case of a Base Rate Loan, and (ii) 4.00% per annum, in the case of a Eurodollar Rate Loan, and (b) with respect to a Loan of any other Class, the rate or rates per annum specified in the Extension Agreement or the Refinancing Facility Agreement applicable to such Class.

(c) The definition of the term “Base Rate” in Section 1.1 of the Existing Credit Agreement shall be amended by replacing each occurrence of the text “Federal Funds Effective Rate” in such definition with the text “NYFRB Rate”.

(d) The definition of the term “Credit Document” in Section 1.1 of the Existing Credit Agreement shall be amended by adding the text “Repricing Amendment,” immediately after the text “the Amendment and Restatement Agreement,” in such definition.

(e) The definition of the term “Federal Funds Effective Rate” in Section 1.1 of the Existing Credit Agreement shall be amended and restated in its entirety to read as follows:

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as the NYFRB shall set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate.

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(f) The following new Section 9.24 is hereby added to Article IX of the Existing Credit Agreement:

SECTION 9.24. Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among the parties hereto, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of any EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(1) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(2) the effects of any Bail-In Action on any such liability, including, if applicable:

(a) a reduction in full or in part or cancellation of any such liability;

(b) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(c) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

SECTION 2. Concerning the Tranche B Term Lenders and Existing Term Loans. (a) Subject to the terms and conditions set forth herein, on the Amendment Effective Date, (i) each New Lender shall become, and each Continuing Lender shall continue to be, a “Tranche B Term Lender” and a “Lender” under the Amended Credit Agreement and (ii) each New Lender shall have, and each Continuing Lender shall continue to have, all the rights and obligations of a “Tranche B Term Lender” and a “Lender” holding a Tranche B Term Loan under the Amended Credit Agreement.

(b) On the Amendment Effective Date, (i) pursuant to Section 2.19 of the Existing Credit Agreement, each Departing Lender shall be deemed to have assigned and delegated its Existing Term Loans, and (ii) each Continuing Lender that will be allocated an aggregate principal amount of the Tranche B Term Loans as of the Amendment Effective Date (as disclosed to such Continuing Lender by the Administrative Agent prior to the date hereof)

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that is less than the aggregate principal amount of Existing Term Loans of such Continuing Lender immediately prior to the Amendment Effective Date shall be deemed to have assigned and delegated the portion of its Existing Term Loans in excess of such allocated amount, in each case together with all its interests, rights (other than its existing rights to payments pursuant to Section 2.16 or 2.17 of the Existing Credit Agreement) and obligations under the Credit Documents in respect thereof to each New Lender in the amounts as set forth opposite such New Lender’s name on Schedule I hereto, at a purchase price equal to par (the “Purchase Price”). Upon (x) payment to a Departing Lender of (I) the Purchase Price with respect to its Existing Term Loans and (II) accrued and unpaid interest and fees through but excluding the Amendment Effective Date (including any amounts due under Section 2.15(c) of the Existing Credit Agreement), which interest and fees shall be paid by the Borrower, and (y) the satisfaction of the conditions set forth in Section 2.19 of the Existing Credit Agreement (but without the requirement of any further action on the part of such Departing Lender, Parent, the Borrower or the Administrative Agent), such Departing Lender shall cease to be a party to the Existing Credit Agreement (and shall not become a party to the Amended Credit Agreement).

(c) Each New Lender, if any, by delivering its signature page to this Amendment Agreement and assuming Existing Term Loans, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any Agent, the Requisite Lenders or any other Lenders, as applicable, on the Amendment Effective Date (and after giving effect to the amendment of the Existing Credit Agreement).

(d) For purposes of clarity, (i) all Existing Term Loans outstanding immediately prior to the Amendment Effective Date shall continue to be outstanding as Tranche B Term Loans under the Amended Credit Agreement on and after the Amendment Effective Date, subject to the terms of the Amended Credit Agreement and (ii) on and after the Amendment Effective Date, this “Repricing Amendment” shall become a “Credit Document” under the Amended Credit Agreement.

SECTION 3. Conditions to Effectiveness of Amendment. The amendment of the Existing Credit Agreement and associated provisions set forth herein shall become effective as of the first date on which the following occur or have been waived in accordance with Section 9.5 of the Existing Credit Agreement (the “Amendment Effective Date”):

(a) The Administrative Agent shall have received a counterpart of this Amendment Agreement, executed and delivered by a duly authorized officer of Parent, the Borrower, Continuing Lenders constituting the Requisite Lenders, each New Lender and the Administrative Agent.

(b) The Administrative Agent shall have received, in respect of each of Parent and the Borrower, (i) a certificate of such Credit Party executed by the secretary or assistant secretary of such Credit Party attaching (A) a copy of each Organizational Document of such Credit Party, which shall, to the extent applicable, be certified as of the Amendment Effective Date or a recent date prior thereto by the appropriate Governmental Authority provided that, in lieu of the delivery requirement in this clause (A), if there has been no change to, and no action has been taken to amend, the Organizational Documents of such Credit Party since the

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Amendment Effective Date, the Administrative Agent shall accept a certification from an Authorized Office of such Credit Party as to such fact, (B) signature and incumbency certificates of the officers of such Credit Party, (C) resolutions of the board of directors or similar governing body of such Credit Party approving and authorizing the execution, delivery and performance of this Amendment Agreement, certified as of the Amendment Effective Date by such secretary or assistant secretary as being in full force and effect without modification or amendment, and (D) a good standing certificate from the applicable Governmental Authority of such Credit Party’s jurisdiction of organization, dated the Amendment Effective Date or a recent date prior thereto, and (ii) such other documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each of Parent and the Borrower and the authorization of the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent.

(c) The Administrative Agent and the Arrangers shall have received payment of all fees and expenses required to be paid or reimbursed by Parent or the Borrower under or in connection with this Amendment Agreement, including those fees and expenses set forth in Section 5 hereof and in any arrangement letter or fee letter entered into by the Parent or the Borrower with any Arranger in connection with this Amendment Agreement.

(d) At the time of and immediately after giving effect to this Amendment Agreement, no Default or Event of Default shall have occurred and be continuing or would result therefrom.

(e) The representations and warranties made or deemed to be made in this Amendment Agreement shall be true and correct (i) in the case of the representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects, in each case on and as of the Amendment Effective Date, except in the case of any such representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be so true and correct, or true and correct in all material respects, as applicable, on and as of such earlier date.

(f) The Borrower shall have (i) prepaid all accrued and unpaid interest and fees in respect of the Existing Term Loans to but excluding the Amendment Effective Date and (ii) paid to the Administrative Agent, for the account of each Existing Lender, any amounts owing to such Existing Lender under Section 2.10(b) of the Existing Credit Agreement as a result of the effectiveness of this Amendment Agreement.

(g) The Administrative Agent shall have received from the Borrower a Conversion/Continuation Notice contemplating the commencement of a new Interest Period with respect to the Tranche B Term Loans commencing on the Amendment Effective Date.

The Administrative Agent shall notify Parent, the Borrower, the Existing Lenders and the New Lenders of the Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, this Amendment Agreement shall not become effective, and the obligations of the applicable Continuing Lenders and the New Lenders to assume Tranche B Term Loans as provided for herein will automatically terminate, if each of the conditions set forth or referred to in this Section 3 has not been satisfied at or prior to 5:00 p.m., New York City time, on Tuesday, February 28, 2017 (it being understood that any such failure of this Amendment Agreement to become effective will not affect any rights or obligations of any Person under the Existing Credit Agreement).

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For purposes of determining compliance with the conditions specified above, each Lender party to this Amendment Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to such Persons unless an officer of the Administrative Agent responsible for the transactions contemplated by the Credit Documents shall have received notice from such Person prior to the Amendment Effective Date specifying its objection thereto. The Administrative Agent hereby consents to this Amendment Agreement and confirms that each New Lender is acceptable to it.

SECTION 4. Representations and Warranties. Each of Parent and the Borrower hereby represents and warrants to each Agent and each Lender on the Amendment Effective Date that:

(a) This Amendment Agreement has been duly authorized, executed and delivered by each of Parent and the Borrower and constitutes a legal, valid and binding obligation of each of Parent and the Borrower, enforceable against the Parent and the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b) The representations and warranties of each Credit Party set forth in the Credit Documents are true and correct (i) in the case of the representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects, in each case on and as of the Amendment Effective Date, except in the case of any such representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be so true and correct, or true and correct in all material respects, as applicable, on and as of such earlier date.

SECTION 5. Effects on Credit Documents; No Novation. (a) Except as expressly set forth herein, this Amendment Agreement shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, the Amended Credit Agreement or any other Credit Document, all of which shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(b) The execution, delivery and effectiveness of this Amendment Agreement shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Credit Documents, nor constitute a waiver of any provision of the Credit Documents or in any way limit, impair or otherwise affect the rights and remedies of the Agents or the Lenders under the Credit Documents. Nothing herein shall be deemed to entitle Parent,

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the Borrower or any other Credit Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other Credit Document in similar or different circumstances.

(c) On and after the Amendment Effective Date, each reference in the Amended Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the “Credit Agreement”, “thereunder”, “thereof”, “therein” or words of like import in any other Credit Document, shall be deemed a reference to the Amended Credit Agreement. Parent, the Borrower and the other parties hereto acknowledge and agree that this Amendment Agreement shall constitute a Credit Document for all purposes of the Existing Credit Agreement, the Amended Credit Agreement and the other Credit Documents.

(d) Neither this Amendment Agreement nor the effectiveness of the Amended Credit Agreement shall extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release the Lien or priority of any Collateral Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under the Existing Credit Agreement or the Collateral Documents or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment Agreement, the Amended Credit Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of any Credit Party under any Credit Document from any of its obligations and liabilities thereunder.

SECTION 6. Waiver. The Continuing Lenders hereby waive any amounts required to be paid pursuant to Section 2.15 of the Existing Credit Agreement as a result of the delivery of the Conversion/Continuation Notice contemplated by Section 3(g) hereof.

SECTION 7. Fees; Expenses. (a) The Borrower agrees to pay to the Administrative Agent, for the account of each Continuing Lender and each New Lender, a consent fee equal to 0.25% of the aggregate principal amount of the Tranche B Term Loans held by such Continuing Lender or New Lender, as the case may be, immediately after giving effect to the consummation of the transactions specified in Section 2 hereof. The fees payable pursuant to this Section 7(a) will be paid in dollars in immediately available funds on the Amendment Effective Date.

(b) The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment Agreement to the extent required under Section 9.2 of the Existing Credit Agreement.

SECTION 8. Reaffirmation. Each of Parent, the Borrower and each other Credit Party hereby (a) reaffirms and confirms its respective guarantees, pledges, grants of security interests and other obligations under the Amended Credit Agreement and each of the other Credit Documents to which it is a party, in respect of, and to secure, the Obligations and (b) agrees that, notwithstanding the effectiveness of the Amendment Agreement and the transactions contemplated thereby, the Credit Documents to which it is a party, and such guarantees, pledges, grants of security interests and other obligations thereunder, shall continue to be in full force and effect in accordance with the terms thereof.

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SECTION 9. APPLICABLE LAW, JURISDICTION, WAIVER OF JURY TRIAL. THE PROVISIONS OF SECTIONS 9.14, 9.15 AND 9.16 OF THE EXISTING CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE HEREIN, MUTATIS MUTANDIS.

SECTION 10. Counterparts. This Amendment Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment Agreement by facsimile or in electronic format (i.e., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment Agreement.

SECTION 11. Notices. All notices, requests and demands to or upon the respective parties hereto shall be given in the manner, and become effective, as set forth in Section 9.1 of the Existing Credit Agreement.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.


NAVISTAR, INC.,

By:		/s/ William V. McMenamin
		Name: William V. McMenamin
		Title: President, Financial Services and Treasurer


NAVISTAR INTERNATIONAL CORPORATION,

By:		/s/ William V. McMenamin
		Name: William V. McMenamin
		Title: President, Financial Services and Treasurer


IC BUS, LLC, IC BUS OF OKLAHOMA, LLC, NAVISTAR DIESEL OF ALABAMA, LLC, NAVISTAR BIG BORE DIESELS, LLC, WORKHORSE INTERNATIONAL HOLDING COMPANY, NAVISTAR AFTERMARKET PRODUCTS, INC., CONTINENTAL MFG. COMPANY, INC., INTERNATIONAL TRUCK INTELLECTUAL PROPERTY COMPANY, LLC, INTERNATIONAL ENGINE INTELLECTUAL PROPERTY COMPANY, LLC, NAVISTAR COMPONENT HOLDINGS, LLC, NAVISTAR DEFENSE, LLC, UPTIME PARTS, LLC

By:		/s/ William V. McMenamin
		Name: William V. McMenamin
		Title: Treasurer

[Signature Page to Amendment Agreement]


JPMORGAN CHASE BANK, N.A., as the Administrative Agent, the Collateral Agent and a Lender,

By:		/s/ Gene Riego de Dios
		Name: Gene Riego de Dios
		Title: Vice President

[Signature Page to Amendment Agreement]


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

The undersigned, by executing this signature page as a Lender, agrees (a) to the terms of this Amendment Agreement and consents to the amendment of the Existing Credit Agreement effected hereby and (b) on the terms and subject to the conditions set forth in this Amendment Agreement and the Amended Credit Agreement, to continue all of the Tranche B Term Loans held by such Lender under the Existing Credit Agreement outstanding immediately prior to the Amendment Effective Date as Tranche B Term Loans under the Amended Credit Agreement (as such amount may be reduced prior to the Amendment Effective Date in the sole discretion of the Administrative Agent by notice to such Lender).


Name of Lender:		ABR Reinsurance LTD.

		By: BlackRock Financial Management, Inc., its Investment Manager

By		/s/ Rob Jacobi
Name:		Rob Jacobi
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:

☒ In addition to consenting to the Amendment Agreement, the above signed institution also elects to roll on a cashless basis its Existing Tranche B Term Loans into such Existing Tranche B Term Loans as amended by this Amendment Agreement.


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		ACE American Insurance Company

		BY: T. Rowe Price Associates, Inc. as investment advisor

By		/s/ Brian Burns
Name:		Brian Burns
Title:		Vice President

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Ace European Group Limited

		BY: BlackRock Financial Management, Inc., its Sub-Advisor

By		/s/ Rob Jacobi
Name:		Rob Jacobi
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		ACE Property & Casualty Insurance Company

		BY: BlackRock Financial Management, Inc., its Investment Advisor

By		/s/ Rob Jacobi
Name:		Rob Jacobi
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Adams Mill CLO Ltd.

		By: Shenkman Capital Management, Inc., as Collateral Manager

By		/s/ Justin Slatky
Name:		Justin Slatky
Title:		CO-CIO

For any Lender requiring a second signature line:

By
Name:
Title:

☐ In addition to consenting to the Amendment Agreement, the above signed institution also elects to roll on a cashless basis its Existing Tranche B Term Loans into such Existing Tranche B Term Loans as amended by this Amendment Agreement.


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		AEGIS Electric and Gas International Services, Ltd.

		by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager

By		/s/ Justin Slatky
Name:		Justin Slatky
Title:		CO-CIO

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		AllianceBernstein Bond Fund Inc - AllianceBernstein Limited Duration High Income Portfolio

		BY: AllianceBernstein L.P.

By		/s/ Neil Ruffell
Name:		Neil Ruffell
Title:		VP - Corporate Actions

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		AllianceBernstein Bond Fund Inc. - AllianceBernstein High Yield Portfolio

		By: AllianceBernstein L.P., as Investment Advisor

By		/s/ Neil Ruffell
Name:		Neil Ruffell
Title:		VP - Corporate Actions

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		AllianceBernstein Core Plus Bond Fund

		BY: AllianceBernstein L.P.

By		/s/ Neil Ruffell
Name:		Neil Ruffell
Title:		VP - Corporate Actions

For any Lender requiring a second signature line:

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		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		AllianceBernstein Global High Income Fund

		BY: AllianceBernstein L.P.

By		/s/ Neil Ruffell
Name:		Neil Ruffell
Title:		VP - Corporate Actions

For any Lender requiring a second signature line:

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Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		AllianceBernstein High Income Fund

		BY: AllianceBernstein L.P.

By		/s/ Neil Ruffell
Name:		Neil Ruffell
Title:		VP - Corporate Actions

For any Lender requiring a second signature line:

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Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		AllianceBernstein US High Yield Collective Trust

		BY: AllianceBernstein L.P.

By		/s/ Neil Ruffell
Name:		Neil Ruffell
Title:		VP - Corporate Actions

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		American Air Liquide Holdings, Inc, Retirement Plans

		BY: Logan Circle Partners, LP as Investment Manager

By		/s/ Hume Najdawi
Name:		Hume Najdawi
Title:		Associate

For any Lender requiring a second signature line:

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Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		AMMC CLO 18, LIMITED

		By: American Money Management Corp., as Collateral Manager

By		/s/ David Meyer
Name:		David Meyer
Title:		Senior Vice President

For any Lender requiring a second signature line:

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Name:
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		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		AMMC CLO 19, LIMITED

		By: American Money Management Corp., as Collateral Manager

By		/s/ David Meyer
Name:		David Meyer
Title:		Senior Vice President

For any Lender requiring a second signature line:

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Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		AMMC CLO IX, LIMITED

		By: American Money Management Corp., as Collateral Manager

By		/s/ David P. Meyer
Name:		David P. Meyer
Title:		Senior Vice President

For any Lender requiring a second signature line:

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Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		AMMC CLO XI, LIMITED

		By: American Money Management Corp., as Collateral Manager

By		/s/ David P. Meyer
Name:		David P. Meyer
Title:		Senior Vice President

For any Lender requiring a second signature line:

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Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Anchorage Capital CLO 2012-1, Ltd.

		BY: Anchorage Capital Group, L.L.C., its Investment Manager

By		/s/ Melissa Griffiths
Name:		Melissa Griffiths
Title:		Authorized Signatory

For any Lender requiring a second signature line:

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Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Anchorage Capital CLO 2013-1, Ltd.

		BY: Anchorage Capital Group, L.L.C., its Investment Manager

By		/s/ Melissa Griffiths
Name:		Melissa Griffiths
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Anchorage Capital CLO 3, Ltd.

		BY: Anchorage Capital Group, L.L.C., its Investment Manager

By		/s/ Melissa Griffiths
Name:		Melissa Griffiths
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Anchorage Capital CLO 4, Ltd.

		BY: Anchorage Capital Group, L.L.C., its Investment Manager

By		/s/ Melissa Griffiths
Name:		Melissa Griffiths
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Anchorage Capital CLO 5, Ltd.

		BY: Anchorage Capital Group, L.L.C., its Investment Manager

By		/s/ Melissa Griffiths
Name:		Melissa Griffiths
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Anchorage Capital CLO 6, Ltd.

		BY: Anchorage Capital Group, L.L.C., its Investment Manager

By		/s/ Melissa Griffiths
Name:		Melissa Griffiths
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Anchorage Capital CLO 7, Ltd.

		BY: Anchorage Capital Group, L.L.C., its Investment Manager

By		/s/ Melissa Griffiths
Name:		Melissa Griffiths
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Anchorage Capital CLO 8, Ltd.

		By: Anchorage Capital Group, L.L.C., its Collateral Manager

By		/s/ Melissa Griffiths
Name:		Melissa Griffiths
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Anchorage Capital CLO 9, Ltd.

		By: Anchorage Capital Group, L.L.C., its Collateral Manager

By		/s/ Melissa Griffiths
Name:		Melissa Griffiths
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Anchorage Credit Funding 1, Ltd.

		By: Anchorage Capital Group, L.L.C., its Collateral Manager

By		/s/ Melissa Griffiths
Name:		Melissa Griffiths
Title:		Bank Debt Settlements Manager

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Anchorage Credit Funding 2, Ltd

		By: Anchorage Capital Group, L.L.C., its Collateral Manager

By		/s/ Melissa Griffiths
Name:		Melissa Griffiths
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Anchorage Credit Funding 3, Ltd

		By: Anchorage Capital Group, L.L.C., its Collateral Manager

By		/s/ Melissa Griffiths
Name:		Melissa Griffiths
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		ARES ENHANCED LOAN INVESTMENT STRATEGY IR LTD.

		BY: ARES ENHANCED LOAN MANAGEMENT IR, L.P., AS PORTFOLIO MANAGER BY: ARES ENHANCED LOAN IR GP, LLC, ITS GENERAL PARTNER

By		/s/ Daniel Hayward
Name:		Daniel Hayward
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		ARES STRATEGIC INVESTMENT PARTNERS (L) LTD.

		BY: ARES STRATEGIC INVESTMENT MANAGEMENT LLC, AS ITS MANAGER

By		/s/ Daniel Hayward
Name:		Daniel Hayward
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Ares XL CLO Ltd.

		By: Ares CLO Management II LLC, its asset manager

By		/s/ Daniel Hayward
Name:		Daniel Hayward
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Ares XLI CLO Ltd.

		By: Ares CLO Management II LLC, as Asset Manager

By		/s/ Daniel Hayward
Name:		Daniel Hayward
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		ARES XXIV CLO LTD.

		BY: ARES CLO MANAGEMENT XXIV, L.P., ITS ASSET MANAGER BY: ARES CLO GP XXIV, LLC, ITS GENERAL PARTNER

By		/s/ Daniel Hayward
Name:		Daniel Hayward
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		ARES XXIX CLO LTD.

		By: Ares CLO Management XXIX, L.P., its Asset Manager By: Ares CLO GP XXIX, LLC, its General Partner

By		/s/ Daniel Hayward
Name:		Daniel Hayward
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		ARES XXV CLO LTD.

		BY: Ares CLO Management XXV, L.P., its Asset Manager By: Ares CLO GP XXV, LLC, its General Partner

By		/s/ Daniel Hayward
Name:		Daniel Hayward
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		ARES XXVI CLO LTD.

		BY: Ares CLO Management XXVI, L.P., its Collateral Manager By: Ares CLO GP XXVI, LLC, its General Partner

By		/s/ Daniel Hayward
Name:		Daniel Hayward
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		ARES XXVII CLO LTD.

		By: Ares CLO Management XXVII, L.P., its Asset Manager By: Ares CLO GP XXVII, LLC, its General Partner

By		/s/ Daniel Hayward
Name:		Daniel Hayward
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		ARES XXVIII CLO LTD.

		By: Ares CLO Management XXVIII, L.P., its Asset Manager By: Ares CLO GP XXVIII, LLC, its General Partner

By		/s/ Daniel Hayward
Name:		Daniel Hayward
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		ARES XXX CLO LTD.

		By: Ares CLO Management XXX, L.P., its Asset Manager By: Ares CLO GP XXX, LLC, its General Partner

By		/s/ Daniel Hayward
Name:		Daniel Hayward
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Ares XXXI CLO Ltd.

		By: Ares CLO Management XXXI, L.P., its Portfolio Manager By: Ares Management LLC, its General Partner

By		/s/ Daniel Hayward
Name:		Daniel Hayward
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Ares XXXII CLO Ltd.

		By: Ares CLO Management XXXII, L.P., its Asset Manager

By		/s/ Daniel Hayward
Name:		Daniel Hayward
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Ares XXXIII CLO Ltd.

		By: Ares CLO Management XXXIII, L.P., its Asset Manager

By		/s/ Daniel Hayward
Name:		Daniel Hayward
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Ares XXXIV CLO Ltd.

		By: Ares CLO Management LLC, its collateral manager

By		/s/ Daniel Hayward
Name:		Daniel Hayward
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Ares XXXIX CLO Ltd.

		By: Ares CLO Management II LLC, its asset manager

By		/s/ Daniel Hayward
Name:		Daniel Hayward
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Ares XXXVII CLO Ltd.

		By: Ares CLO Management LLC, its asset manager

By		/s/ Daniel Hayward
Name:		Daniel Hayward
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Ares XXXVIII CLO Ltd.

		By: Ares CLO Management II LLC, its asset manager

By		/s/ Daniel Hayward
Name:		Daniel Hayward
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Argo Re Ltd.

		By: Oaktree Capital Management, L.P. Its: Investment Manager

By		/s/ Regan Scott
Name:		Regan Scott
Title:		Managing Director

For any Lender requiring a second signature line:

By		/s/ Armen Panossian
Name:		Armen Panossian
Title:		Managing Director


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Argonaut Insurance Company

		By: Oaktree Capital Management, L.P. Its: Investment Manager

By		/s/ Regan Scott
Name:		Regan Scott
Title:		Managing Director

For any Lender requiring a second signature line:

By		/s/ Armen Panossian
Name:		Armen Panossian
Title:		Managing Director


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Arkansas Judicial Retirement System

		By: MacKay Shields LLC, as Investment Adviser and not individually

By		/s/ Dan Roberts
Name:		Dan Roberts
Title:		Executive Managing Director

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Arkansas Public Employees Retirement System

		By: MacKay Shields LLC as Investment Adviser and not individually

By		/s/ Dan Roberts
Name:		Dan Roberts
Title:		Executive Managing Director

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Ascension Alpha Fund, LLC

		By: Pioneer Institutional Asset Management, Inc. As its adviser

By		/s/ Margaret C. Begley
Name:		Margaret C. Begley
Title:		Vice President and Associate General Counsel

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Ascension Alpha Fund, LLC

		By: MacKay Shields LLC, solely as Investment Manager and agent

By		/s/ Dan Roberts
Name:		Dan Roberts
Title:		Executive Managing Director

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Ascension Health Master Pension Trust

		By: Pioneer Institutional Asset Management, Inc. As its adviser

By		/s/ Margaret C. Begley
Name:		Margaret C. Begley
Title:		Vice President and Associate General Counsel

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Associated Electric & Gas Insurance Services Limited

		By: Guggenheim Partners Investment Management, LLC as Investment Manager

By		/s/ Kaitlin Trinh
Name:		Kaitlin Trinh
Title:		Authorized Person

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Associated Electric & Gas Insurance Services Limited

		by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager

By		/s/ Justin Slatky
Name:		Justin Slatky
Title:		CO-CIO

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		BlackRock Debt Strategies Fund, Inc.

		BY: BlackRock Financial Management, Inc., its Sub-Advisor

By		/s/ Rob Jacobi
Name:		Rob Jacobi
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		BlackRock Defined Opportunity Credit Trust

		BY: BlackRock Financial Management Inc., its Sub-Advisor

By		/s/ Rob Jacobi
Name:		Rob Jacobi
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		BlackRock Floating Rate Income Strategies Fund, Inc.

		BY: BlackRock Financial Management, Inc., its Sub-Advisor

By		/s/ Rob Jacobi
Name:		Rob Jacobi
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		BlackRock Floating Rate Income Trust

		By: BlackRock Advisors, LLC, its Investment Advisor

By		/s/ Rob Jacobi
Name:		Rob Jacobi
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		BlackRock Funds II, BlackRock Floating Rate Income Portfolio

		By: BlackRock Advisors, LLC, its Investment Advisor

By		/s/ Rob Jacobi
Name:		Rob Jacobi
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		BlackRock Limited Duration Income Trust

		BY: BlackRock Financial Management, Inc., its Sub-Advisor

By		/s/ Rob Jacobi
Name:		Rob Jacobi
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		BlackRock Credit Strategies Income Fund of BlackRock Funds II

		By: BlackRock Advisors, LLC, its Investment Advisor

By		/s/ Rob Jacobi
Name:		Rob Jacobi
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		BlackRock Senior Floating Rate Portfolio

		By: BlackRock Investment Management, LLC, its Investment Advisor

By		/s/ Rob Jacobi
Name:		Rob Jacobi
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Blue Cross and Blue Shield of Florida, Inc.

		BY: Guggenheim Partners Investment Management, LLC as Manager

By		/s/ Kaitlin Trinh
Name:		Kaitlin Trinh
Title:		Authorized Person
For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Brookside Mill CLO Ltd.

		By: Shenkman Capital Management, Inc., as Collateral Manager

By		/s/ Justin Slatky
Name:		Justin Slatky
Title:		CO-CIO

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		BSG Fund Management B.V. on behalf of the Stichting Blue Sky Active Fixed Income US Leveraged Loan Fund

		By THL Credit Senior Loan Strategies LLC, as Manager

By		/s/ James R. Fellows
Name:		James R. Fellows
Title:		Managing Director/Co-Head

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Carpenters’ Pension Trust Fund of St. Louis

		By: MacKay Shields LLC, as Investment Adviser and not individually

By		/s/ Dan Roberts
Name:		Dan Roberts
Title:		Executive Managing Director

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		CCP Loan Funding LLC

		By: Citibank, N.A.,

By		/s/ Jennifer Guinn
Name:		Jennifer Guinn
Title:		Associate Director

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Central States, Southeast and Southwest Areas Health and Welfare Fund

		By: Guggenheim Partners Investment Management, LLC as Investment Manager

By		/s/ Kaitlin Trinh
Name:		Kaitlin Trinh
Title:		Authorized Person

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Central States, Southeast and Southwest Areas Pension Fund

		BY: Logan Circle Partners, LP as Investment Manager

By		/s/ Hume Najdawi
Name:		Hume Najdawi
Title:		Associate

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Centrica Combined Common Investment Fund

		By: MacKay Shields LLC, as Investment Adviser and not individually

By		/s/ Dan Roberts
Name:		Dan Roberts
Title:		Executive Managing Director

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Cervantes Portfolio LLC

		by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager

By		/s/ Justin Slatky
Name:		Justin Slatky
Title:		CO-CIO

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Chevron Master Pension Trust

		By: Guggenheim Partners Investment Management, LLC as Manager

By		/s/ Kaitlin Trinh
Name:		Kaitlin Trinh
Title:		Authorized Person

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Christian Super

		by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager

By		/s/ Justin Slatky
Name:		Justin Slatky
Title:		CO-CIO

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		City National Rochdale High Yield Bond Fund

		By: Guggenheim Partners Investment Management, LLC as Sub-Adviser

By		/s/ Kaitlin Trinh
Name:		Kaitlin Trinh
Title:		Authorized Person

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		City of New York Group Trust

		BY: The Comptroller of the City of New York By: Guggenheim Partners Investment Management, LLC as Manager

By		/s/ Kaitlin Trinh
Name:		Kaitlin Trinh
Title:		Authorized Person

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		City of New York Group Trust

		BY: GoldenTree Asset Management, L.P.

By		/s/ Karen Weber
Name:		Karen Weber
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		CLC Leveraged Loan Trust

		By: Challenger Life Nominees PTY Limited as Trustee By: Guggenheim Partners Investment Management, LLC as Manager

By		/s/ Kaitlin Trinh
Name:		Kaitlin Trinh
Title:		Authorized Person

For any Lender requiring a second signature line:

By Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		COA Summit CLO Ltd

		BY: 3i Debt Management US, LLC, as its Collateral Manager

By		/s/ David Nadeau
Name:		David Nadeau
Title:		Portfolio Manager

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Columbia Floating Rate Fund, a series of Columbia Funds Series Trust II

By		/s/ Steven B. Staver
Name:		Steven B. Staver
Title:		Assistant Vice President

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Columbia Strategic Income Fund, a series of Columbia Funds Series Trust I

By		/s/ Steven B. Staver
Name:		Steven B. Staver
Title:		Assistant Vice President

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Consumer Program Administrators, Inc

		By: BlackRock Financial Management, Inc. its Investment Manager

By		/s/ Rob Jacobi
Name:		Rob Jacobi
Title:		Authorized Signatory

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		County Employees’ & Officers’ Annuity & Benefit Fund of Cook County

		By: MacKay Shields LLC, as Investment Adviser and not individually

By		/s/ Dan Roberts
Name:		Dan Roberts
Title:		Executive Managing Director

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Credos Floating Rate Fund LP

		by SHENKMAN CAPITAL MANAGEMENT, INC., as General Partner

By		/s/ Justin Slatky
Name:		Justin Slatky
Title:		CO-CIO

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		CSAA Insurance Exchange

		By: Oaktree Capital Management, L.P. Its: Investment Manager

By		/s/ Regan Scott
Name:		Regan Scott
Title:		Managing Director

For any Lender requiring a second signature line:

By		/s/ Armen Panossian
Name:		Armen Panossian
Title:		Managing Director


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Daiwa/Principal US Short Duration High Yield Bond Fund

		By: Principal Global Investors, LLC a Delaware limited liability company, its authorized signatory

By		/s/ Mark Denkinger
Name:		Mark Denkinger
Title:		Portfolio Manager

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		DaVinci Reinsurance Ltd.

		BY: Guggenheim Partners Investment Management, LLC as Manager

By		/s/ Kaitlin Trinh
Name:		Kaitlin Trinh
Title:		Authorized Person

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Delta Master Trust

		By: Guggenheim Partners Investment Management, LLC as Investment Manager

By		/s/ Kaitlin Trinh
Name:		Kaitlin Trinh
Title:		Authorized Person

For any Lender requiring a second signature line:

By
Name:
Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Delta Pilots Disability and Survivorship Trust

		By: Guggenheim Partners Investment Management, LLC as Investment Manager


		By		/s/ Kaitlin Trinh
		Name:		Kaitlin Trinh
		Title:		Authorized Person


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

The undersigned, by executing this signature page as a Lender, agrees (a) to the terms of this Amendment Agreement and consents to the amendment of the Existing Credit Agreement effected hereby and (b) on the terms and subject to the conditions set forth in this Amendment Agreement and the Amended Credit Agreement, to continue all of the Tnanche B Term Loans held by such Lender under the Existing Credit Agreement outstanding immediately prior to the Amendment Effective Date as Tranche B Term Loans under the Amended Credit Agreement (as such amount may be reduced prior to the Amendment Effective Date in the sole discretion of the Administrative Agent by notice to such Lender).


Name of Lender:		DEUTSCHE BANK AG NEW YORK BRANCH


By	/s/ Deirdre Cesario
	Name:	Deirdre Cesario
	Title:	Assistant Vice President

By	/s/ Hoi Yeun Chin
	Name:	Hoi Yeun Chin
	Title:	Assistant Vice President


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Dunham Corporate/Government Bond Fund


		By		/s/ Kyle Jennings
		Name:		Kyle Jennings
		Title:		Managing Director


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Dunham Floating Rate Bond Fund


		By		/s/ Kyle Jennings
		Name:		Kyle Jennings
		Title:		Managing Director


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		EAF comPlan II - Private Debt

		By: Guggenheim Partners Investment Management, LLC as Asset Manager


		By		/s/ Kaitlin Trinh
		Name:		Kaitlin Trinh
		Title:		Authorized Person


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


JNL/PPM America Floating Rate Income Fund, a series of the JNL Series Trust
By:		PPM America, Inc., as sub-adviser

By:		/s/ Chris Kappas
Chris Kappas
Managing Director


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Eastspring Investments US Bank Loan Special Asset Mother Investment Trust [Loan Claim]
By:		PPM America, Inc., as Delegated Manager

By:		/s/ Chris Kappas
Chris Kappas
Managing Director


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Electronic Data Systems 1994 Pension Scheme

		by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager


		By		/s/ Justin Slatky
		Name:		Justin Slatky
		Title:		CO-CIO


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Electronic Data Systems Retirement Plan

		by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager


		By		/s/ Justin Slatky
		Name:		Justin Slatky
		Title:		CO-CIO


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Employee Benefit Plans Investment Committee of NextEra Energy, Inc. on behalf of NextEra Energy, Inc. Employee Pension Plan

		By: MacKay Shields LLC, as Investment Adviser and not individually


		By		/s/ Dan Roberts
		Name:		Dan Roberts
		Title:		Executive Managing Director


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Endurance Investment Holdings Ltd.

		By: Guggenheim Partners Investment Management, LLC as Manager


		By		/s/ Kaitlin Trinh
		Name:		Kaitlin Trinh
		Title:		Authorized Person


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Franklin Templeton Variable Insurance Products Trust-Franklin Income Securities Fund


For any Lender requiring a second signature line:


Name of Lender:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Ea Advisors Trust - EQ / Franklin Core Balanced Portfolio


For any Lender requiring a second signature line:


Name of Lender:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Franklin Custodian Funds - Franklin Income Fund


For any Lender requiring a second signature line:


Name of Lender:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		JNL/Franklin Templeton Income Fund


For any Lender requiring a second signature line:


Name of Lender:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		VY Franklin Income Portfolio


For any Lender requiring a second signature line:


Name of Lender:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		FDF I Limited

		By: FDF I CM LLC, its collateral manager


		By		/s/ David Prael
		Name:		David Prael
		Title:		Chief Financial Officer


For any Lender requiring a second signature line:


		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		FDF II Limited

		By: FDF II CM LLC, its collateral manager


		By		/s/ David Prael
		Name:		David Prael
		Title:		Chief Financial Officer


For any Lender requiring a second signature line:


		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		FENGENCO - BV1 Qualified NDT

		BY: Logan Circle Partners, LP as Investment Manager


		By		/s/ Hume Najdawi
		Name:		Hume Najdawi
		Title:		Associate

For any Lender requiring a second signature line:


		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		FENGENCO - BV2 Qualified NDT

		BY: Logan Circle Partners, LP as Investment Manager


		By		/s/ Hume Najdawi
		Name:		Hume Najdawi
		Title:		Associate

For any Lender requiring a second signature line:


		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		FENGENCO - DB 1 Qualified NDT

		BY: Logan Circle Partners, LP as Investment Manager


		By		/s/ Hume Najdawi
		Name:		Hume Najdawi
		Title:		Associate


For any Lender requiring a second signature line:


		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		FENGENCO - Perry 1 Qualified NDT

		BY: Logan Circle Partners, LP as Investment Manager


		By		/s/ Hume Najdawi
		Name:		Hume Najdawi
		Title:		Associate


For any Lender requiring a second signature line:


		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Fire and Police Employees’ Retirement System of the City of Baltimore

		By: MacKay Shields LLC, as Investment Adviser and not individually


		By		/s/ Dan Roberts
		Name:		Dan Roberts
		Title:		Executive Managing Director


For any Lender requiring a second signature line:


		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		First Trust High Income Long/Short Fund

		By: MacKay Shields LLC, as Sub-advisor and not individually


		By		/s/ Dan Roberts
		Name:		Dan Roberts
		Title:		Executive Managing Director


For any Lender requiring a second signature line:


		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Fixed Income Opportunities Nero, LLC

		By: BlackRock Financial Management Inc., Its Investment Manager


		By		/s/ Rob Jacobi
		Name:		Rob Jacobi
		Title:		Authorized Signatory


For any Lender requiring a second signature line:


		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		FORTRESS CREDIT FUNDING V LP

		By: Fortress Credit Funding V GP LLC, its General Partner


		By		/s/ David Prael
		Name:		David Prael
		Title:		Chief Financial Officer


For any Lender requiring a second signature line:


		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		FORTRESS CREDIT FUNDING VI LP

		By: Fortress Credit Funding VI GP LLC, its General Partner


		By		/s/ David Prael
		Name:		David Prael
		Title:		Chief Financial Officer


For any Lender requiring a second signature line:


		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Four Points Multi-Strategy Master Fund Inc. (Loan Account)

		by SHENKMAN CAPITAL MANAGEMENT, INC.,
		as Investment Manager for the Loan Account


		By		/s/ Justin Slatky
		Name:		Justin Slatky
		Title:		CO-CIO


For any Lender requiring a second signature line:


		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Fraser Sullivan CLO VII Ltd.

		By: 3i Debt Management US, LLC as Manager


		By		/s/ David Nadeau

		Name:		David Nadeau
		Title:		Portfolio Manager


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		General Dynamics Corporation Group Trust

		BY: Guggenheim Partners Investment Management, LLC as Manager


		By		/s/ Kaitlin Trinh
		Name:		Kaitlin Trinh
		Title:		Authorized Person


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Gold Coast Capital Subsidiary III Limited

		By: MacKay Shields LLC, as Investment Adviser and not individually


		By		/s/ Dan Roberts

		Name:		Dan Roberts
		Title:		Executive Managing Director


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		GoldenTree Loan Opportunities XII, Limited

		By: GoldenTree Asset Management, LP


		By		/s/ Karen Weber

		Name:		Karen Weber
		Title:		Authorized Signatory


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Guggenheim Taxable Municipal Managed Duration Trust

		BY: Guggenheim Partners Investment Management, LLC


		By		/s/ Kaitlin Trinh
		Name:		Kaitlin Trinh
		Title:		Authorized Person


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Guggenheim Funds Trust - Guggenheim Floating Rate Strategies Fund

		By: Guggenheim Partners Investment Management, LLC


		By		/s/ Kaitlin Trinh
		Name:		Kaitlin Trinh
		Title:		Authorized Person


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Guggenheim Funds Trust - Guggenheim High Yield Fund

		BY: Security Investors, LLC as Investment Adviser


		By		/s/ Kaitlin Trinh
		Name:		Kaitlin Trinh
		Title:		Authorized Person


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Guggenheim Funds Trust - Guggenheim Macro Opportunities Fund

		By: Guggenheim Partners Investment Management, LLC


		By		/s/ Kaitlin Trinh
		Name:		Kaitlin Trinh
		Title:		Authorized Person


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Guggenheim High-Yield Fund, LLC

		BY: Guggenheim Partners Investment Management, LLC as Investment Manager


		By		/s/ Kaitlin Trinh
		Name:		Kaitlin Trinh
		Title:		Authorized Person


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Guggenheim Loan Master Fund, Ltd

		By: Guggenheim Partners Investment Management, LLC as Manager


		By		/s/ Kaitlin Trinh
		Name:		Kaitlin Trinh
		Title:		Authorized Person


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		GUGGENHEIM OPPORTUNISTIC U.S. LOAN AND BOND FUND IV

		By: Guggenheim Partners Investment Management, LLC as Investment Manager


		By		/s/ Kaitlin Trinh
		Name:		Kaitlin Trinh
		Title:		Authorized Person


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Guggenheim Strategic Opportunities Fund

		BY: Guggenheim Partners Investment Management, LLC


		By		/s/ Kaitlin Trinh
		Name:		Kaitlin Trinh
		Title:		Authorized Person


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Guggenheim U.S. Loan Fund

		By: Guggenheim Partners Investment Management, LLC as Investment Manager


		By		/s/ Kaitlin Trinh
		Name:		Kaitlin Trinh
		Title:		Authorized Person


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Guggenheim U.S. Loan Fund II

		By: Guggenheim Partners Investment Management, LLC as Investment Manager


		By		/s/ Kaitlin Trinh
		Name:		Kaitlin Trinh
		Title:		Authorized Person


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Guggenheim U.S. Loan Fund III

		By: Gugguggenheim Partners Investment Management, LLC as Investment Manager


		By		/s/ Kaitlin Trinh
		Name:		Kaitlin Trinh
		Title:		Authorized Person


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Guggenheim Variable Funds Trust - Series F (Floating Rate Strategies Series)

		By: Guggenheim Partners Investment Management, LLC as Investment Adviser


		By		/s/ Kaitlin Trinh
		Name:		Kaitlin Trinh
		Title:		Authorized Person


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Guggenheim Variable Funds Trust - Series P (High Yield Series)

		BY: Security Investors, LLC, as Management Company


		By		/s/ Kaitlin Trinh
		Name:		Kaitlin Trinh
		Title:		Authorized Person


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		GuideStone Funds Flexible Income Fund

		by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager


		By		/s/ Justin Slatky
		Name:		Justin Slatky
		Title:		CO-CIO


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Halifax Regional Municipality Master Trust

		BY: AllianceBernstein L.P.


		By		/s/ Neil Ruffell
		Name:		Neil Ruffell
		Title:		VP - Corporate Actions


For any Lender requiring a second signature line:

		By

		Name:
		Title:


Hartford Accident and Indemnity Company,

	By:	Hartford Investment Management Company Its Agent and Attorney-in-Fact, as a Lender

		/s/ Todd J. Jorgensen
		Name:	Todd J. Jorgensen
		Title:	AVP/Leveraged Credit


Hartford Life and Annuity Insurance Company,

	By:	Hartford Investment Management Company Its Agent and Attorney-in-Fact, as a Lender

		/s/ Todd J. Jorgensen
		Name:	Todd J. Jorgensen
		Title:	AVP/Leveraged Credit


Hartford Fire Insurance Company,

	By:	Hartford Investment Management Company Its Agent and Attorney-in-Fact, as a Lender

		/s/ Todd J. Jorgensen
		Name:	Todd J. Jorgensen
		Title:	AVP/Leveraged Credit


Hartford Life Insurance Company,

	By:	Hartford Investment Management Company Its Agent and Attorney-in-Fact, as a Lender

		/s/ Todd J. Jorgensen
		Name:	Todd J. Jorgensen
		Title:	AVP/Leveraged Credit

☒ ln addition to consenting to the Amendment Agreement, the above signed institution also elects to roll on a cashless basis its Existing Tranche B Term Loans into such Existing Tranche B Term Loans as amended by this Amendment Agreement.


AAM/HIMCO Short Duration Fund,

	By:	Hartford Investment Management Company Its Investment Advisor, as a Lender

		/s/ Todd J. Jorgensen
		Name:	Todd J. Jorgensen
		Title:	AVP/Leveraged Credit


Hartford Life and Accident Insurance Company,

	By:	Hartford Investment Management Company Its Agent and Attorney-in-Fact, as a Lender

		/s/ Todd J. Jorgensen
		Name:	Todd J. Jorgensen
		Title:	AVP/Leveraged Credit


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		HCA Inc. Master Retirement Trust

		By: Guggenheim Partners Investment Management, LLC as Investment Manager


		By		/s/ Kaitlin Trinh
		Name:		Kaitlin Trinh
		Title:		Authorized Person


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Health Employees Superannuation Trust Australia

		by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager


		By		/s/ Justin Slatky
		Name:		Justin Slatky
		Title:		CO-CIO


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Health Net of California, Inc.

		BY: GoldenTree Asset Management, L.P.


		By		/s/ Karen Weber

		Name:		Karen Weber
		Title:		Authorized Signatory


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Helaba Invest Kapitalanlagegesellschaft mbH for/on behalf of HI-ZW-Fonds, Segment HI-ZW-BUL-SFonds

		By: Guggenheim Partners Investment Management, LLC as Asset Manager


		By		/s/ Kaitlin Trinh
		Name:		Kaitlin Trinh
		Title:		Authorized Person


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Highmark Inc.

		by SHENKMAN CAPITAL MANAGEMENT, INC., as
		Investment Manager


		By		/s/ Justin Slatky
		Name:		Justin Slatky
		Title:		CO-CIO


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		HI-PF-BUL-SFonds

		BY: Guggenheim Partners Investment Management, LLC as Asset Manager


		By		/s/ Kaitlin Trinh
		Name:		Kaitlin Trinh
		Title:		Authorized Person


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		IAM National Pension Fund

		By: Guggenheim Partners Investment Management, LLC as Adviser


		By		/s/ Kaitlin Trinh
		Name:		Kaitlin Trinh
		Title:		Authorized Person


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		ILLINOIS STATE BOARD OF INVESTMENT

		BY: THL Credit Senior Loan Strategies LLC, as Investment Manager


		By		/s/ James R. Fellows
		Name:		James R. Fellows
		Title:		Managing Director/Co-Head


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Indiana Public Retirement System

		By: Oaktree Capital Management, L.P. its: Investment Manager


		By		/s/ Regan Scott
		Name:		Regan Scott
		Title:		Managing Director


For any Lender requiring a second signature line:

	By	/s/ Armen Panossian
	Name:	Armen Panossian
	Title:	Managing Director


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Indiana University Health, Inc.

		By: Guggenheim Partners Investment Management, LLC, as Manager


		By		/s/ Kaitlin Trinh
		Name:		Kaitlin Trinh
		Title:		Authorized Person


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Iowa Public Employees’ Retirement System

		By: Principal Global Investors, LLC a Delaware limited liability company, its authorized signatory


		By		/s/ Mark Denkinger

		Name:		Mark Denkinger
		Title:		Portfolio Manager


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Ironshore Inc.

		BY: BlackRock Financial Management, Inc., its Investment Advisor


		By		/s/ Rob Jacobi
		Name:		Rob Jacobi
		Title:		Authorized Signatory


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Jackson Mill CLO Ltd.

		By: Shenkman Capital Management, Inc., as Portfolio Manager


		By		/s/ Justin Slatky
		Name:		Justin Slatky
		Title:		CO-CIO


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Jamestown CLO I Ltd.

		By: 3i Debt Management US, LLC as Manager


		By		/s/ David Nadeau

		Name:		David Nadeau
		Title:		Portfolio Manager


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Jamestown CLO II Ltd.

		By: 3i Debt Management US, LLC as Manager


		By		/s/ David Nadeau

		Name:		David Nadeau
		Title:		Portfolio Manager


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Jamestown CLO III Ltd.

		BY: 3i Debt Management U.S. LLC, as Portfolio Manager


		By		/s/ David Nadeau

		Name:		David Nadeau
		Title:		Portfolio Manager


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Jamestown CLO IV Ltd.

		BY: 3i Debt Management U.S. LLC, as Portfolio Manager


		By		/s/ David Nadeau

		Name:		David Nadeau
		Title:		Portfolio Manager


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Jamestown CLO V Ltd.


		By		/s/ David Nadeau

		Name:		David Nadeau
		Title:		Portfolio Manager


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Jamestown CLO VI Ltd.

		By: 3i Debt Management U.S. LLC, as Portfolio Manager


		By		/s/ David Nadeau

		Name:		David Nadeau
		Title:		Portfolio Manager


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Jamestown CLO VII Ltd.

		3i Debt Management U.S. LLC, as Portfolio Manager


		By		/s/ David Nadeau

		Name:		David Nadeau
		Title:		Portfolio Manager


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Jamestown CLO VIII Ltd.

		By: 3i Debt Management U.S. LLC, as Portfolio Manager


		By		/s/ David Nadeau

		Name:		David Nadeau
		Title:		Portfolio Manager


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Jefferson Mill CLO, Ltd.

		By: Shenkman Capital Management, Inc., as Collateral Manager


		By		/s/ Justin Slatky
		Name:		Justin Slatky
		Title:		CO-CIO


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		John Hancock Funds II - Spectrum Income Fund

		BY: T. Rowe Price Associates, Inc. as investment sub-advisor


		By		/s/ Brian Burns
		Name:		Brian Burns
		Title:		Vice President


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		JPMBI re Blackrock Bankloan Fund

		BY: BlackRock Financial Management Inc., as Sub-Advisor


		By		/s/ Rob Jacobi
		Name:		Rob Jacobi
		Title:		Authorized Signatory


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		JPMORGAN CHASE BANK, N.A.


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Kentucky Retirement Systems (Shenkman - Insurance Fund Account)

		by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager


		By		/s/ Justin Slatky
		Name:		Justin Slatky
		Title:		CO-CIO


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Kentucky Retirement Systems (Shenkman - Pension Account)

		by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager


		By		/s/ Justin Slatky
		Name:		Justin Slatky
		Title:		CO-CIO


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Kentucky Teachers’ Retirement System Insurance Trust Fund

		by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager


		By		/s/ Justin Slatky
		Name:		Justin Slatky
		Title:		CO-CIO


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Los Angeles County Employees Retirement Association

		By: Principal Global Investors, LLC a Delaware limited liability company, its authorized signatory


		By		/s/ Mark Denkinger

		Name:		Mark Denkinger
		Title:		Portfolio Manager


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Mackay Shields Defensive Bond Arbitrage Fund LTD.

		By: MacKay Shields LLC, as Investment Adviser and not individually


		By		/s/ Dan Roberts

		Name:		Dan Roberts
		Title:		Executive Managing Director


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		MacKay Short Duration High Yield Fund

		By: MacKay Shields LLC, as Investment Adviser and not individually


		By		/s/ Dan Roberts

		Name:		Dan Roberts
		Title:		Executive Managing Director


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Magnetite IX, Limited

		BY: BlackRock Financial Management, Inc., its Collateral Manager


		By		/s/ Rob Jacobi
		Name:		Rob Jacobi
		Title:		Authorized Signatory


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Magnetite VII, Limited

		BY: BlackRock Financial Management Inc., Its Collateral Manager


		By		/s/ Rob Jacobi
		Name:		Rob Jacobi
		Title:		Authorized Signatory


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Magnetite VIII, Limited

		BY: BlackRock Financial Management Inc., Its Collateral Manager


		By		/s/ Rob Jacobi
		Name:		Rob Jacobi
		Title:		Authorized Signatory


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Magnetite XI, Limited

		BY: BlackRock Financial Management, Inc., as Portfolio Manager


		By		/s/ Rob Jacobi
		Name:		Rob Jacobi
		Title:		Authorized Signatory


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Magnetite XII, LTD.

		BY: BlackRock Financial Management, Inc., its Collateral Manager


		By		/s/ Rob Jacobi
		Name:		Rob Jacobi
		Title:		Authorized Signatory


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Magnetite XIV, Limited

		By: BlackRock Financial Management, Inc., its Collateral Manager


		By		/s/ Rob Jacobi
		Name:		Rob Jacobi
		Title:		Authorized Signatory


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Magnetite XV, Limited

		By: BlackRock Financial Management, Inc., as Investment Manager


		By		/s/ Rob Jacobi
		Name:		Rob Jacobi
		Title:		Authorized Signatory


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Magnetite XVI, Limited

		By: BlackRock Financial Management, Inc., as Portfolio Manager


		By		/s/ Rob Jacobi
		Name:		Rob Jacobi
		Title:		Authorized Signatory


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Magnetite XVII, Limited

		By: BLACKROCK FINANCIAL MANAGEMENT, INC., as Interim Investment Manager


		By		/s/ Rob Jacobi
		Name:		Rob Jacobi
		Title:		Authorized Signatory


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Magnetite XVIII, Limited

		By: BlackRock Financial Management, Inc., its Collateral Manager


		By		/s/ Rob Jacobi
		Name:		Rob Jacobi
		Title:		Authorized Signatory


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		MainStay Unconstrained Bond Fund, a series of the MainStay Funds

		By: MacKay Shields LLC, as Subadvisor and not individually


		By		/s/ Dan Roberts

		Name:		Dan Roberts
		Title:		Executive Managing Director


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Mainstay VP Unconstrained Bond Portfolio, a series of MainStay VP Funds Trust

		By: MacKay Shields LLC, as Subadviser and not individually


		By		/s/ Dan Roberts

		Name:		Dan Roberts
		Title:		Executive Managing Director


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Manulife Floating Rate Income Fund


		By		/s/ Jim Roth
		Name:		Jim Roth
		Title:		Manager


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Manulife Floating Rate Senior Loan Fund


		By		/s/ Jim Roth
		Name:		Jim Roth
		Title:		Manager


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Manulife Investments Trust - Floating Rate Income Fund


		By		/s/ Jim Roth
		Name:		Jim Roth
		Title:		Manager


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Manulife U.S. Dollar Floating Rate Income Fund


		By		/s/ Jim Roth
		Name:		Jim Roth
		Title:		Manager


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Maryland State Retirement and Pension System

		By: MacKay Shields LLC, as Investment Adviser and not individually


		By		/s/ Dan Roberts

		Name:		Dan Roberts
		Title:		Executive Managing Director


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Mercer Field CLO LP

		By: Guggenheim Partners Investment Management, LLC as Collateral Manager


		By		/s/ Kaitlin Trinh
		Name:		Kaitlin Trinh
		Title:		Authorized Person


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:				MidOcean Credit Opportunity Master Fund LP


For any Lender requiring a second signature line:

Name of Lender:

	By
		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Missouri Education Pension Trust

		By: Oaktree Capital Management, L.P.
		Its: Investment Manager


		By		/s/ Regan Scott

		Name:		Regan Scott
		Title:		Managing Director


For any Lender requiring a second signature line:

	By	/s/ Armen Panossian

	Name:	Armen Panossian
	Title:	Managing Director


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		MS Equity Investors, L.P.

		By: MacKay Shields LLC, as Investment
		Adviser and not individually


		By		/s/ Dan Roberts

		Name:		Dan Roberts
		Title:		Executive Managing Director


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Multi Sector Value Bond Fund

		By: Pioneer Institutional Asset
		Management, Inc.
		As its adviser


		By		/s/ Margaret C. Begley

		Name:		Margaret C. Begley
		Title:		Vice President and Associate General Counsel


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		NC GARNET FUND, L.P.

		By: NC Garnet Fund (GenPar), LLC,
		its general partner
		By: BlackRock Financial Management, Inc.
		its manager


		By		/s/ Rob Jacobi
		Name:		Rob Jacobi
		Title:		Authorized Signatory


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		New York Life Insurance Company (Guaranteed Products)

		By: MacKay Shields LLC, as Investment
		Adviser and not individually


		By		/s/ Dan Roberts

		Name:		Dan Roberts
		Title:		Executive Managing Director


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		New York Life Insurance Company, GP - Portable Alpha

		By: MacKay Shields LLC, as Investment
		Adviser and not individually


		By		/s/ Dan Roberts

		Name:		Dan Roberts
		Title:		Executive Managing Director


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		New York State Nurses Association Pension Plan

		By: MacKay Shields LLC, as Investment Adviser and not individually


		By		/s/ Dan Roberts

		Name:		Dan Roberts
		Title:		Executive Managing Director


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Newfleet CLO 2016-1, Ltd.


		By		/s/ Kyle Jennings
		Name:		Kyle Jennings
		Title:		Managing Director


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Nomura Multi Managers Fund - Global Bond

		By: Guggenheim Partners Investment Management, LLC as Investment Sub-Adviser


		By		/s/ Kaitlin Trinh
		Name:		Kaitlin Trinh
		Title:		Authorized Person


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Northwell Health, Inc.

		by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager


		By		/s/ Justin Slatky
		Name:		Justin Slatky
		Title:		CO-CIO


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		North Shore University Hospital as sponsor of Northwell Health Cash Balance Plan

		by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager


		By		/s/ Justin Slatky
		Name:		Justin Slatky
		Title:		CO-CIO


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Northrop Grumman Pension Master Trust

		By: MacKay Shields LLC, as Investment Adviser and not individually


		By		/s/ Dan Roberts

		Name:		Dan Roberts
		Title:		Executive Managing Director


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		NTCC Collective Funds for Employee Benefit Trusts

		BY: Logan Circle Partners, LP as Investment Manager


		By		/s/ Hume Najdawi
		Name:		Hume Najdawi
		Title:		Associate


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		NVIT Multi-Sector Bond Fund

		BY: Logan Circle Partners, LP as Investment Manager


		By		/s/ Hume Najdawi
		Name:		Hume Najdawi
		Title:		Associate


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		NZCG Funding Ltd

		BY: Guggenheim Partners Investment Management, LLC as Collateral Manager


		By		/s/ Kaitlin Trinh
		Name:		Kaitlin Trinh
		Title:		Authorized Person


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Oaktree CLO 2014-2 Ltd.

		By: Oaktree Capital Management, L.P. Its: Collateral Manager


		By		/s/ Regan Scott
		Name:		Regan Scott
		Title:		Managing Director


For any Lender requiring a second signature line:

	By	/s/ Armen Panossian
	Name:	Armen Panossian
	Title:	Managing Director


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		OAKTREE CLO 2015-1 LTD.

		By: Oaktree Capital Management, L.P. its: Collateral Manager


		By		/s/ Regan Scott

		Name:		Regan Scott
		Title:		Managing Director


For any Lender requiring a second signature line:

	By	/s/ Armen Panossian

	Name:	Armen Panossian
	Title:	Managing Director


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Oaktree EIF I Series A, LTD

		By: Oaktree Capital Management, L.P. its: Collateral Manager


		By		/s/ Regan Scott

		Name:		Regan Scott
		Title:		Managing Director


For any Lender requiring a second signature line:

	By	/s/ Armen Panossian

	Name:	Armen Panossian
	Title:	Managing Director


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Oaktree EIF I Series A1, LTD

		By: Oaktree Capital Management, L.P. its: Collateral Manager


		By		/s/ Regan Scott

		Name:		Regan Scott
		Title:		Managing Director


For any Lender requiring a second signature line:

	By	/s/ Armen Panossian

	Name:	Armen Panossian
	Title:	Managing Director


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Oaktree EIF II Series A1, Ltd.

		By: Oaktree Capital Management, L.P. its: Collateral Manager


		By		/s/ Regan Scott

		Name:		Regan Scott
		Title:		Managing Director


For any Lender requiring a second signature line:

	By	/s/ Armen Panossian

	Name:	Armen Panossian
	Title:	Managing Director


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		OAKTREE EIF II SERIES B1, LTD.

		By: Oaktree Capital Management, L.P. its: Collateral Manager


		By		/s/ Regan Scott

		Name:		Regan Scott
		Title:		Managing Director


For any Lender requiring a second signature line:

	By	/s/ Armen Panossian

	Name:	Armen Panossian
	Title:	Managing Director


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		OAKTREE EIF II SERIES B2, LTD.

		By: Oaktree Capital Management, L.P. its: Collateral Manager


		By		/s/ Regan Scott

		Name:		Regan Scott
		Title:		Managing Director


For any Lender requiring a second signature line:

	By	/s/ Armen Panossian

	Name:	Armen Panossian
	Title:	Managing Director


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Oaktree Enhanced Income Funding Series IV, Ltd.

		BY: Oaktree Capital Management, L.P. Its: Collateral Manager


		By		/s/ Regan Scott

		Name:		Regan Scott
		Title:		Managing Director


For any Lender requiring a second signature line:

	By	/s/ Armen Panossian

	Name:	Armen Panossian
	Title:	Managing Director


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Oaktree Senior Loan Fund, L.P.

		By: Oaktree Senior Loan GP, L.P.
		Its: General Partner

		By: Oaktree Fund GP IIA, LLC
		Its: General Partner

		By: Oaktree Fund GP II, L.P.
		Its: Managing Member


		By		/s/ Regan Scott

		Name:		Regan Scott
		Title:		Authorized Signatory


For any Lender requiring a second signature line:

	By	/s/ Armen Panossian

	Name:	Armen Panossian
	Title:	Authorized Signatory


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		OHIO POLICE & FIRE PENSION FUND

		By: MacKay Shields LLC, as Investment Adviser and not individually


		By		/s/ Dan Roberts

		Name:		Dan Roberts
		Title:		Executive Managing Director


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Ohio Police and Fire Pension Fund

		BY: PENN Capital Management Company, Inc., as its Investment Advisor


		By		/s/ Christopher Skorton

		Name:		Christopher Skorton
		Title:		Business Operations Associate


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


				Name of Lender:				Oppenheimer Master Loan Fund, LLC.



	By	/s/ Ryan Feaster
Brown Brothers Harriman & Co. acting as agent for OppenheimerFunds, Inc.		Name:	Ryan Feaster
		Title:	Associate



				For any Lender requiring a second signature line:

				Name of Lender:



						By
								Name:
								Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


				Name of Lender:				Oppenheimer Fundamental Alternatives Fund



	By	/s/ Ryan Feaster
Brown Brothers Harriman & Co. acting		Name:	Ryan Feaster
as agent for OppenheimerFunds, Inc.		Title:	Associate



				For any Lender requiring a second signature line:

				Name of Lender:



						By
								Name:
								Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


				Name of Lender:				Oppenheimer Senior Floating Rate Plus Fund,



	By	/s/ Ryan Feaster
Brown Brothers Harriman & Co. acting as agent for OppenheimerFunds, Inc.		Name:	Ryan Feaster
		Title:	Associate



				For any Lender requiring a second signature line:

				Name of Lender:



						By
								Name:
								Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


				Name of Lender:				Oppenheimer Senior Floating Rate Fund,



	By	/s/ Ryan Feaster
Brown Brothers Harriman & Co. acting as agent for OppenheimerFunds, Inc.		Name:	Ryan Feaster
		Title:	Associate



				For any Lender requiring a second signature line:

				Name of Lender:



						By
								Name:
								Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


OZLM Funding, Ltd., as a Lender

By: Och-Ziff Loan Management LP, its collateral manager
By: Och-Ziff Loan Management LLC, its general partner

By:		/s/ Wayne Cohen
Name:		Wayne Cohen
Title:		Chief Operating Officer


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


OZLM Funding II, Ltd., as a Lender

By: Och-Ziff Loan Management LP, its collateral manager
By: Och-Ziff Loan Management LLC, its general partner

By:		/s/ Wayne Cohen
Name:		Wayne Cohen
Title:		Chief Operating Officer


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


OZLM Funding III, Ltd., as a Lender

By: Och-Ziff Loan Management LP, its collateral manager
By: Och-Ziff Loan Management LLC, its general partner

By:		/s/ Wayne Cohen
Name:		Wayne Cohen
Title:		Chief Operating Officer


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


OZLM Funding IV, Ltd., as a Lender

By: Och-Ziff Loan Management LP, its collateral manager
By: Och-Ziff Loan Management LLC, its general partner

By:		/s/ Wayne Cohen
Name:		Wayne Cohen
Title:		Chief Operating Officer


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


OZLM Funding V, Ltd., as a Lender

By: Och-Ziff Loan Management LP, its collateral manager
By: Och-Ziff Loan Management LLC, its general partner

By:		/s/ Wayne Cohen
Name:		Wayne Cohen
Title:		Chief Operating Officer


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


OZLM VI, Ltd., as a Lender

By: Och-Ziff Loan Management LP, its collateral manager
By: Och-Ziff Loan Management LLC, its general partner

By:		/s/ Wayne Cohen
Name:		Wayne Cohen
Title:		Chief Operating Officer


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


OZLM VII, Ltd., as a Lender

By: Och-Ziff Loan Management LP, its collateral manager
By: Och-Ziff Loan Management LLC, its general partner

By:		/s/ Wayne Cohen
Name:		Wayne Cohen
Title:		Chief Operating Officer


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


OZLM VIII, Ltd., as a Lender

By: Och-Ziff Loan Management LP, its collateral manager
By: Och-Ziff Loan Management LLC, its general partner

By:		/s/ Wayne Cohen
Name:		Wayne Cohen
Title:		Chief Operating Officer


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


OZLM IX, Ltd., as a Lender

By: Och-Ziff Loan Management LP, its collateral manager
By: Och-Ziff Loan Management LLC, its general partner

By:		/s/ Wayne Cohen
Name:		Wayne Cohen
Title:		Chief Operating Officer


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


OZLM XI, Ltd., as a Lender

By: Och-Ziff Loan Management LP, its collateral manager
By: Och-Ziff Loan Management LLC, its general partner

By:		/s/ Wayne Cohen
Name:		Wayne Cohen
Title:		Chief Operating Officer


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


OZLM XII, Ltd, as a Lender

By: Och-Ziff Loan Management LP, its collateral manager
By: Och-Ziff Loan Management LLC, its general partner

By:		/s/ Wayne Cohen
Name:		Wayne Cohen
Title:		Chief Operating Officer


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


OZLM XIII, Ltd., as a Lender

By: Och-Ziff Loan Management LP, its collateral manager
By: Och-Ziff Loan Management LLC, its general partner

By:		/s/ Wayne Cohen
Name:		Wayne Cohen
Title:		Chief Operating Officer


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


OZLM XIV, Ltd., as a Lender

By: Och-Ziff Loan Management LP, its collateral manager
By: Och-Ziff Loan Management LLC, its general partner

By:		/s/ Wayne Cohen
Name:		Wayne Cohen
Title:		Chief Operating Officer


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


OZLM XV, Ltd., as a Lender

By: Och-Ziff Loan Management LP, its collateral manager
By: Och-Ziff Loan Management LLC, its general partner

By:		/s/ Wayne Cohen
Name:		Wayne Cohen
Title:		Chief Operating Officer


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Penn Capital Senior Floating Rate Income Fund

		By: PENN Capital Management Company Inc., as its Investment Advisor


	By	/s/ Christopher Skorton
	Name:	Christopher Skorton
	Title:	Business Operations Associate

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Penn Institutional Loan Common Master Fund, LP

		BY: PENN Capital as its Investment Advisor


	By	/s/ Christopher Skorton
	Name:	Christopher Skorton
	Title:	Business Operations Associate

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Penn Series Funds, Inc. - High Yield Bond Fund

		By: Â T. Rowe Price Associates, Inc., as investment advisor


	By	/s/ Brian Burns
	Name:	Brian Burns
	Title:	Vice President

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		PensionDanmark Pensionsforsikringsaktieselskab

		By: Guggenheim Partners Investment Management, LLC as Investment Manager


	By	/s/ Kaitlin Trinh
	Name:	Kaitlin Trinh
	Title:	Authorized Person

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Permanens Capital Floating Rate Fund LP

		BY: BlackRock Financial Management Inc., Its Sub-Advisor


	By	/s/ Rob Jacobi
	Name:	Rob Jacobi
	Title:	Authorized Signatory

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Pioneer Bond Fund

		By: Pioneer Investment Management, Inc. As its adviser


	By	/s/ Margaret C. Begley
	Name:	Margaret C. Begley
	Title:	Vice President and Associate General Counsel

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Pioneer Diversified High Income Trust

		By: Pioneer Investment Management, Inc. As its adviser


	By	/s/ Margaret C. Begley
	Name:	Margaret C. Begley
	Title:	Vice President and Associate General Counsel

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Pioneer Dynamic Credit Fund

		By: Pioneer Investment Management, Inc. As its adviser


	By	/s/ Margaret C. Begley
	Name:	Margaret C. Begley
	Title:	Vice President and Associate General Counsel

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Pioneer Floating Rate Fund

		By: Pioneer Investment Management, Inc. As its adviser


	By	/s/ Margaret C. Begley
	Name:	Margaret C. Begley
	Title:	Vice President and Associate General Counsel

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Pioneer Floating Rate Trust

		By: Pioneer Investment Management, Inc. As its adviser


	By	/s/ Margaret C. Begley
	Name:	Margaret C. Begley
	Title:	Vice President and Associate General Counsel

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Pioneer Institutional Multi-Sector Fixed Income Portfolio

		By: Pioneer Institutional Asset Management, Inc. As its adviser


	By	/s/ Margaret C. Begley
	Name:	Margaret C. Begley
	Title:	Vice President and Associate General Counsel

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Pioneer Institutional Solutions - Credit Opportunities

		By: Pioneer Investment Management, Inc.
		As its adviser


	By	/s/ Margaret C. Begley
	Name:	Margaret C. Begley
	Title:	Vice President and Associate General Counsel

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Pioneer Multi-Sector Fixed Income Trust

		By: Pioneer Institutional Asset Management, Inc.
		As its adviser


	By	/s/ Margaret C. Begley
	Name:	Margaret C. Begley
	Title:	Vice President and Associate General Counsel

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Pioneer Short Term Income Fund

		By: Pioneer Investment Management, Inc.
		As its adviser


	By	/s/ Margaret C. Begley
	Name:	Margaret C. Begley
	Title:	Vice President and Associate General Counsel

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Pioneer Strategic Income Fund

		By: Pioneer Investment Management, Inc.
		As its adviser


	By	/s/ Margaret C. Begley
	Name:	Margaret C. Begley
	Title:	Vice President and Associate General Counsel

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Pioneer Strategic Income VCT Portfolio

		By: Pioneer Investment Management, Inc.
		As its adviser


	By	/s/ Margaret C. Begley
	Name:	Margaret C. Begley
	Title:	Vice President and Associate General Counsel

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Plainview Funds plc - MacKay Shields Core Plus Opportunities Portfolio

		Plainview Funds plc, an investment company organized as an umbrella fund with segregated liability between sub-funds, acting solely in respect of the MacKay Shields Core Plus Opportunities Portfolio
		By: MacKay Shields LLC, its investment manager


	By	/s/ Dan Roberts
	Name:	Dan Roberts
	Title:	Executive Managing Director

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Policemen’s Annuity and Benefit Fund of Chicago

		By: MacKay Shields LLC, as Investment Adviser and not individually


	By	/s/ Dan Roberts
	Name:	Dan Roberts
	Title:	Executive Managing Director

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Principal Funds, Inc. - Dynamic High Yield Explorer Fund

		By: Principal Global Investors, LLC a Delaware limited liability company, its authorized signatory


	By	/s/ Mark Denkinger
	Name:	Mark Denkinger
	Title:	Portfolio Manager

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Principal Funds, Inc. - High Yield Fund

		By: Principal Global Investors, LLC a Delaware limited liability company, its authorized signatory


	By	/s/ Mark Denkinger
	Name:	Mark Denkinger
	Title:	Portfolio Manager

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Principal Funds, Inc. - Core Plus Bond Fund

		By: Principal Global Investors, LLC a Delaware limited liability company, its authorized signatory


	By	/s/ Mark Denkinger
	Name:	Mark Denkinger
	Title:	Portfolio Manager

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Principal Funds, Inc. - Global Diversified Income Fund

		By: Principal Global Investors, LLC a Delaware limited liability company, its authorized signatory


	By	/s/ Mark Denkinger
	Name:	Mark Denkinger
	Title:	Portfolio Manager

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Principal Global Opportunities Series p.l.c - Global Floating Rate High Income Fund

		By: Principal Global Investors, LLC a Delaware limited liability company, its authorized signatory


	By	/s/ Mark Denkinger
	Name:	Mark Denkinger
	Title:	Portfolio Manager

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Principal Life Insurance Company - dba
		Principal Core Plus Bond Separate Account

		By: Principal Global Investors, LLC a Delaware limited liability company, its authorized signatory


		By		/s/ Mark Denkinger
		Name:		Mark Denkinger
		Title:		Portfolio Manager


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Principal Variable Contracts Funds, Inc. - Core Plus Bond Account

		By: Principal Global Investors, LLC a Delaware limited liability company, its authorized signatory


		By		/s/ Mark Denkinger
		Name:		Mark Denkinger
		Title:		Portfolio Manager


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Providence Health & Services Investment Trust (Bank Loans Portfolio)

		by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager


		By		/s/ Justin Slatky
		Name:		Justin Slatky
		Title:		CO-CIO


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Renaissance Investment Holdings Ltd.

		By: Guggenheim Partners Investment Management, LLC as Manager


	By	/s/ Kaitlin Trinh
	Name:	Kaitlin Trinh
	Title:	Authorized Person

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Renaissance U.S. Dollar Corporate Bond Fund

		By: Logan Circle Partners, LP as Investment Manager


	By	/s/ Hume Najdawi
	Name:	Hume Najdawi
	Title:	Associate

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Rivernorth/Oaktree High Income Fund

		By: Oaktree Capital Management, L.P.
		Its: Investment Manager


	By	/s/ Regan Scott
	Name:	Regan Scott
	Title:	Managing Director

For any Lender requiring a second signature line:

	By	/s/ Armen Panossian
	Name:	Armen Panossian
	Title:	Managing Director


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Victory Strategic Income Fund


For any Lender requiring a second signature line:

Name of Lender:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Victory Floating Rate Fund

For any Lender requiring a second signature line:


Name of Lender:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		The Guardian Life Insurance Company of America


For any Lender requiring a second signature line:


Name of Lender:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Russell Global High Income Bond Pool

		By: Logan Circle Partners, LP as Investment Manager


	By	/s/ Hume Najdawi
	Name:	Hume Najdawi
	Title:	Associate

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Russell Investments Institutional Funds, LLC Multi-Asset Core Plus Fund

		BY: THL Credit Advisors LLC, as Investment Manager


	By	/s/ James R. Fellows
	Name:	James R. Fellows
	Title:	Managing Director/Co-Head

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Russell Investment Company Russell Global Opportunistic Credit Fund

		BY: THL Credit Advisors LLC, as Investment Manager


	By	/s/ James R. Fellows
	Name:	James R. Fellows
	Title:	Managing Director/Co-Head

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Russell Investment Company Russell Multi-Strategy Income Fund

		THL Credit Advisors LLC, as Investment Manager


	By	/s/ James R. Fellows
	Name:	James R. Fellows
	Title:	Managing Director/Co-Head

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Russell Investment Company Russell Short Duration Bond Fund

		BY: THL Credit Advisors LLC, as Investment Manager


	By	/s/ James R. Fellows
	Name:	James R. Fellows
	Title:	Managing Director/Co-Head

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Russell Investments Ireland Limited on behalf of the Russell Floating Rate Fund, a subfund of Russell Qualifying Investor Alternative Investment Funds plc

		BY: THL Credit Advisors LLC, as Investment Manager


	By	/s/ James R. Fellows
	Name:	James R. Fellows
	Title:	Managing Director/Co-Head

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Salem Fields CLO, Ltd.

		By: Guggenheim Partners Investment Management, LLC as Collateral Manager


	By	/s/ Kaitlin Trinh
	Name:	Kaitlin Trinh
	Title:	Authorized Person

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		SAN DIEGO COUNTY EMPLOYEES RETIREMENT ASSOCIATION

		By: Allianz Global Investors U.S. LLC â€“ Income and Growth Group as Collateral Manager


	By	/s/ Joanna Willars
	Name:	Joanna Willars
	Title:	Vice President, Analyst

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		SC PRO Loan VII Limited

		By: Guggenheim Partners Investment Management, LLC as Investment Advisor


	By	/s/ Kaitlin Trinh
	Name:	Kaitlin Trinh
	Title:	Authorized Person

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Scotia Private American Core-Plus Bond Pool

		BY: Logan Circle Partners, LP as Investment Manager


	By	/s/ Hume Najdawi
	Name:	Hume Najdawi
	Title:	Associate

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Sears Holdings Pension Trust

		By: MacKay Shields LLC, as Investment Adviser and not individually


	By	/s/ Dan Roberts
	Name:	Dan Roberts
	Title:	Executive Managing Director

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Security Benefit Life Insurance Company

		By: Guggenheim Partners Investment Management, LLC


	By	/s/ Kaitlin Trinh
	Name:	Kaitlin Trinh
	Title:	Authorized Person

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		SEI Institutional Managed Trust-Multi Asset Income Fund

		By: Guggenheim Partners Investment Management, LLC as Sub-Adviser


	By	/s/ Kaitlin Trinh
	Name:	Kaitlin Trinh
	Title:	Authorized Person

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Shell Pension Trust

		By: Guggenheim Partners Investment Management, LLC as Manager


	By	/s/ Kaitlin Trinh
	Name:	Kaitlin Trinh
	Title:	Authorized Person

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Shell Pension Trust

		BY: Logan Circle Partners, LP as Investment Manager


		By		/s/ Hume Najdawi
		Name:		Hume Najdawi
		Title:		Associate


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Shenkman Floating Rate High Income Fund

		By: Shenkman Capital Management, Inc., as Collateral Manager


		By		/s/ Justin Slatky
		Name:		Justin Slatky
		Title:		CO-CIO


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Shriners Hospitals for Children

		By: Guggenheim Partners Investment Management, LLC as Manager


		By		/s/ Kaitlin Trinh
		Name:		Kaitlin Trinh
		Title:		Authorized Person


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Smithfield Foods Master Trust

		by THL Credit Advisors LLC, as Investment Manager


		By		/s/ James R. Fellows
		Name:		James R. Fellows
		Title:		Managing Director/Co-Head


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Sonoma County Employees’ Retirement Association

		By: Guggenheim Partners Investment Management, LLC as Investment Manager


		By		/s/ Kaitlin Trinh
		Name:		Kaitlin Trinh
		Title:		Authorized Person


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		South Carolina Retirement Systems Group Trust

		By: Guggenheim Partners Investment Management, LLC as Manager


		By		/s/ Kaitlin Trinh
		Name:		Kaitlin Trinh
		Title:		Authorized Person


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Sprint Master Trust, Business Name: Sprint Corporation

		By: Logan Circle Partners, LP as Investment Manager


		By		/s/ Hume Najdawi
		Name:		Hume Najdawi
		Title:		Associate


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Staniford Street CLO, Ltd.


		By		/s/ Scott D’Orsi
		Name:		Scott D’Orsi
		Title:		Portfolio Manager


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Stellar Performer Global Series: Series G - Global Credit

		BY: GoldenTree Asset Management, LP


		By		/s/ Karen Weber
		Name:		Karen Weber
		Title:		Authorized Signatory


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Stichting Bedrijfstakpensioenfonds voor het Beroepsvervoer over de Weg

		By: Logan Circle Partners, LP as Investment Manager


		By		/s/ Hume Najdawi
		Name:		Hume Najdawi
		Title:		Associate


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		[See Attached Signature Page]


For any Lender requiring a second signature line:

Name of Lender:


PUTNAM VARIABLE TRUST, on Behalf of its series, Putnam VT High Yield Fund by Putnam Investment Management, LLC

/s/ Suzanne Deshaies
Name:		Suzanne Deshaies
Title:		VP


PUTNAM HIGH YIELD TRUST

/s/ Kerry O’Donnell
Name:		Kerry O’Donnell
Title:		Manager


PUTNAM FLOATING RATE INCOME FUND

/s/ Kerry O’Donnell
Name:		Kerry O’Donnell
Title:		Manager


PUTNAM HIGH YIELD ADVANTAGE FUND

/s/ Kerry O’Donnell
Name:		Kerry O’Donnell
Title:		Manager


PUTNAM DIVERSIFIED INCOME TRUST (CAYMAN) MASTER FUND by The Putnam Advisory Company, LLC

/s/ Kerry O’Donnell
Name:		Kerry O’Donnell
Title:		Manager


PUTNAM PREMIER INCOME TRUST

/s/ Kerry O’Donnell
Name:		Kerry O’Donnell
Title:		Manager


PUTNAM MASTER INTERMEDIATE INCOME TRUST

/s/ Kerry O’Donnell
Name:		Kerry O’Donnell
Title:		Manager


PUTNAM DIVERSIFIED INCOME TRUST

/s/ Kerry O’Donnell
Name:		Kerry O’Donnell
Title:		Manager


THE PUTNAM ADVISORY COMPANY, LLC
ON BEHALF OF Stitching Bewaarder Syntrus Achmea Global High Yield Pool

/s/ Kerry O’Donnell
Name:		Kerry O’Donnell
Title:		Manager


PUTNAM FUNDS TRUST, on behalf of its series, PUTNAM ABSOLUTE RETURN 500 FUND by Putnam Investment Management, LLC

/s/ Suzanne Deshaies
Name:		Suzanne Deshaies
Title:		VP


THE PUTNAM ADVISORY COMPANY, LLC ON BEHALF OF IG PUTNAM US HIGH YIELD INCOME FUND

/s/ Suzanne Deshaies
Name:		Suzanne Deshaies
Title:		VP


THE PUTNAM ADVISORY COMPANY, LLC
ON BEHALF OF STICHTING PENSIOENFONDS VOOR FYSIOTHERAPEUTEN

/s/ Suzanne Deshaies
Name:		Suzanne Deshaies
Title:		VP


PUTNAM FUNDS TRUST, on behalf of its series, PUTNAM ABSOLUTE RETURN 700 FUND by Putnam Investment Management, LLC

/s/ Suzanne Deshaies
Name:		Suzanne Deshaies
Title:		VP


GREAT-WEST PUTNAM HIGH YIELD BOND FUND by Putnam Investment Management, LLC

/s/ Kerry O’Donnell
Name:		Kerry O’Donnell
Title:		Manager


INVESTORS CANADIAN HIGH YIELD INCOME FUND by Putnam Investments Inc. (PII)

/s/ Kerry O’Donnell
Name:		Kerry O’Donnell
Title:		Manager


Counsel Fixed Income
By Putnam Investments Canada ULC

/s/ Kerry O’Donnell
Name:		Kerry O’Donnell
Title:		Manager


PUTNAM VARIABLE TRUST,
On behalf of its series, PUTNAM VT DIVERSIFIED INCOME FUND
By: Putnam Investment Management, LLC

/s/ Suzanne Deshaies
Name:		Suzanne Deshaies
Title:		Senior Operations Manager


LGT Select Funds – LGT Select Bond High Yield
By: Putnam Investment Limited

/s/ Suzanne Deshaies
Name:		Suzanne Deshaies
Title:		Senior Operations Manager


MACKENZIE NORTH AMERICAN CORPORATE BOND FUND
BY THE PUTNAM ADVISORY COMPANY, LLC

/s/ Suzanne Deshaies
Name:		Suzanne Deshaies
Title:		Senior Operations Manager


Counsel North American High Yield Bond
By Putnam Investments Canada, ULC

/s/ Kerry O’Donnell
Name:		Kerry O’Donnell
Title:		Manager


The HP Invest Global Fixed Income Sub-Fund
By The Putnam Advisory Company LLC

/s/ Kerry O’Donnell
Name:		Kerry O’Donnell
Title:		Manager


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender: STICHTING DEPOSITARY APG FIXED INCOME CREDITS POOL,


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Stichting PGGM Depositary

		BY: Acting in its capacity as depositary of PGGM High Yield Bond Fund
		By: Guggenheim Partners Investment Management, LLC as Manager


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Sudbury Mill CLO, Ltd.

		By: Shenkman Capital Management, Inc.,
		as Collateral Manager


		By		/s/ Justin Slatky
		Name:		Justin Slatky
		Title:		CO-CIO


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		SunAmerica Income Funds - SunAmerica Flexible Credit Fund


		By		/s/ Kyle Jennings
		Name:		Kyle Jennings
		Title:		Managing Director


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Swiss capital Pro Loan III Plc

		By: Guggenheim Partners Investment Management, LLC as Investment Advisor


		By		/s/ Kaitlin Trinh
		Name:		Kaitlin Trinh
		Title:		Authorized Person


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Swiss Capital Pro Loan III Plc

		By: GoldenTree Asset Management, LP


		By		/s/ Karen Weber
		Name:		Karen Weber
		Title:		Authorized Signatory


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Swiss Capital PRO Loan V PLC

		By: Guggenheim Partners Investment Management, LLC as Investment Advisor


		By		/s/ Kaitlin Trinh
		Name:		Kaitlin Trinh
		Title:		Authorized Person


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Swiss Capital PRO Loan VIII PLC

		By: Guggenheim Partners Investment Management, LLC as Investment Advisor


		By		/s/ Kaitlin Trinh
		Name:		Kaitlin Trinh
		Title:		Authorized Person


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		T. Rowe Price Credit Opportunities Fund Inc.


		By		/s/ Brian Burns
		Name:		Brian Burns
		Title:		Vice President


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		T. Rowe Price Fixed Income Trust

		By: T. Rowe Price Trust Company, Trustee


		By		/s/ Brian Burns
		Name:		Brian Burns
		Title:		Vice President


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		T. Rowe Price Floating Rate Fund, Inc.


		By		/s/ Brian Burns
		Name:		Brian Burns
		Title:		Vice President


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		T. Rowe Price Floating Rate Multi-Sector Account Portfolio


		By		/s/ Brian Burns
		Name:		Brian Burns
		Title:		Vice President


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		T. Rowe Price Funds Series II SICAV

		By: T. Rowe Price Associates, Inc. as investment Sub-manager of the T. Rowe Price Funds Series II SICAV-Institutional Floating Rate Loan Fund


		By		/s/ Brian Burns
		Name:		Brian Burns
		Title:		Vice President


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		T. Rowe Price High Yield Fund, Inc.


		By		/s/ Brian Burns
		Name:		Brian Burns
		Title:		Vice President


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		T. Rowe Price Institutional Credit Opportuities Fund


		By		/s/ Brian Burns
		Name:		Brian Burns
		Title:		Vice President


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		T. Rowe Price Institutional Floating Rate Fund


		By		/s/ Brian Burns
		Name:		Brian Burns
		Title:		Vice President


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		T. Rowe Price Institutional High Yield Fund


		By		/s/ Brian Burns
		Name:		Brian Burns
		Title:		Vice President


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		T. Rowe Price U.S. High Yield Trust


		By		/s/ Brian Burns
		Name:		Brian Burns
		Title:		Vice President


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Teachers’ Retirement System of Louisiana

		By: AllianceBernstein L.P., as Investment Advisor


		By		/s/ Neil Ruffell
		Name:		Neil Ruffell
		Title:		VP - Corporate Actions


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Teachers’ Retirement System of the State of Illinois

		By: MacKay Shields LLC, as Investment Adviser and not individually


		By		/s/ Dan Roberts
		Name:		Dan Roberts
		Title:		Executive Managing Director


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Teachers’ Retirement System of the State of Kentucky

		by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager


		By		/s/ Justin Slatky
		Name:		Justin Slatky
		Title:		CO-CIO


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Texas PrePaid Higher Education Tuition Board

		by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Adviser


		By		/s/ Justin Slatky
		Name:		Justin Slatky
		Title:		CO-CIO


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		The Boeing Company Employee Retirement Plans Master Trust

		By: Principal Global Investors, LLC a Delaware limited liability company, its authorized signatory


		By		/s/ Mark Denkinger
		Name:		Mark Denkinger
		Title:		Portfolio Manager


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		The Kroger Co. Master Retirement Savings Trust

		BY: Logan Circle Partners, LP as Investment Manager


		By		/s/ Hume Najdawi
		Name:		Hume Najdawi
		Title:		Associate


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		The Society Incorporated By Lloyd’s Act 1871 By The Name of Lloyd’s

		BY: Guggenheim Partners Investment Management, LLC as Investment Manager


		By		/s/ Kaitlin Trinh
		Name:		Kaitlin Trinh
		Title:		Authorized Person


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		The University of Chicago

		BY: GoldenTree Asset Management, L.P.


		By		/s/ Karen Weber
		Name:		Karen Weber
		Title:		Authorized Signatory


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		The Zweig Fund, Inc.


		By		/s/ Kyle Jennings
		Name:		Kyle Jennings
		Title:		Managing Director


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		THL Credit Bank Loan Select Master Fund, a Class of The THL Credit Bank Loan Select Series Trust I

		BY: THL Credit Senior Loan Strategies LLC, as Investment Manager


		By		/s/ James R. Fellows
		Name:		James R. Fellows
		Title:		Managing Director/Co-Head


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		TRICADIA CREDIT STRATEGIES MASTER FUND, LTD.


For any Lender requiring a second signature line:

Name of Lender:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		TRICADIA CONVEXITY MASTER FUND, L.P.


For any Lender requiring a second signature line:

Name of Lender:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		STRUCTURED CREDIT OPPORTUNITIES FUND II, L.P.


For any Lender requiring a second signature line:

Name of Lender:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Trinity Health Corporation

		By: Guggenheim Partners Investment Management, LLC as Manager


		By		/s/ Kaitlin Trinh
		Name:		Kaitlin Trinh
		Title:		Authorized Person


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Venture IX CDO, Limited

		BY: its investment advisor, MJX Asset Management LLC


		By		/s/ Frederick Taylor
		Name:		Frederick Taylor
		Title:		Managing Director


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Venture VIII CDO, Limited

		BY: its investment advisor, MJX Asset Management, LLC


		By		/s/ Frederick Taylor
		Name:		Frederick Taylor
		Title:		Managing Director


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Venture X CLO, Limited

		BY: its investment advisor, MJX Asset Management, LLC


		By		/s/ Frederick Taylor
		Name:		Frederick Taylor
		Title:		Managing Director


For any Lender requiring a second signature line:

		By

		Name:
		Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Venture XI CLO, Limited

		BY: its investment advisor, MJX Asset Management, LLC


	By	/s/ Frederick Taylor
	Name:	Frederick Taylor
	Title:	Managing Director

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Vermont Pension Investment Committee

		BY: Guggenheim Partners Investment Management, LLC as Contractor


	By	/s/ Kaitlin Trinh
	Name:	Kaitlin Trinh
	Title:	Authorized Person

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Virginia College Savings Plan

		by SHENKMAN CAPITAL
		MANAGEMENT, INC., as Investment Manager


	By	/s/ Justin Slatky
	Name:	Justin Slatky
	Title:	CO-CIO

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Virtus Bond Fund


	By	/s/ Kyle Jennings
	Name:	Kyle Jennings
	Title:	Managing Director

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Virtus Credit Opportunities Fund


	By	/s/ Kyle Jennings
	Name:	Kyle Jennings
	Title:	Managing Director

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Virtus Global Dividend & Income Fund, Inc.


	By	/s/ Kyle Jennings
	Name:	Kyle Jennings
	Title:	Managing Director

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Virtus Global Multi Sector Income Fund


	By	/s/ Kyle Jennings
	Name:	Kyle Jennings
	Title:	Managing Director

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Virtus High Yield Fund


	By	/s/ Kyle Jennings
	Name:	Kyle Jennings
	Title:	Managing Director

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Virtus Multi-Sector Intermediate Bond Fund f/k/a Virtus Multi Sector Fixed Income Fund


	By	/s/ Kyle Jennings
	Name:	Kyle Jennings
	Title:	Managing Director

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Virtus Newfleet Multi-Sector Unconstrained Bond ETF


	By	/s/ Kyle Jennings
	Name:	Kyle Jennings
	Title:	Managing Director

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Virtus Senior Floating Rate Fund


	By	/s/ Kyle Jennings
	Name:	Kyle Jennings
	Title:	Managing Director

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Virtus Strategic Allocation Fund


	By	/s/ Kyle Jennings
	Name:	Kyle Jennings
	Title:	Managing Director

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Virtus Strategic Income Fund


	By	/s/ Kyle Jennings
	Name:	Kyle Jennings
	Title:	Managing Director

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Virtus Tactical Allocation Fund


	By	/s/ Kyle Jennings
	Name:	Kyle Jennings
	Title:	Managing Director

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Virtus Total Return Fund


	By	/s/ Kyle Jennings
	Name:	Kyle Jennings
	Title:	Managing Director

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		VVIT: Virtus Multi-Sector Fixed Income Series


	By	/s/ Kyle Jennings
	Name:	Kyle Jennings
	Title:	Managing Director

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Washington Mill CLO Ltd.

		By: Shenkman Capital Management, Inc., as Collateral Manager


	By	/s/ Justin Slatky
	Name:	Justin Slatky
	Title:	CO-CIO

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Western Conference of Teamsters Pension Trust Fund

		By: MacKay Shields LLC, solely as Investment Manager


	By	/s/ Dan Roberts
	Name:	Dan Roberts
	Title:	Executive Managing Director

For any Lender requiring a second signature line:

	By

	Name:
	Title:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		WM Pool - High Yield Fixed Interest Trust

		By: Oaktree Capital Management, L.P.
		Its: Investment Manager


	By	/s/ Regan Scott
	Name:	Regan Scott
	Title:	Managing Director

For any Lender requiring a second signature line:

	By	/s/ Armen Panossian
	Name:	Armen Panossian
	Title:	Managing Director


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Z Capital Credit Partners CLO 2015-1 Ltd.


		By: Z Capital CLO Management L.L.C., its Portfolio Manager
		By: Z Capital Group L.L.C, its Managing Member
		By: James J. Zenni Jr., its President and CEO


Name of Lender:


		SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT DATED AS OF AUGUST 17, 2012, AS AMENDED AND RESTATED AS OF AUGUST 7, 2015, AMONG NAVISTAR, INC., A DELAWARE CORPORATION, NAVISTAR INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


Name of Lender:		Zilux Senior Loan Fund

		BY: Guggenheim Partners Investment Management, LLC as Investment Manager


	By	/s/ Kaitlin Trinh
	Name:	Kaitlin Trinh
	Title:	Authorized Person

For any Lender requiring a second signature line:

	By

	Name:
	Title:

Schedule I

New Lenders


Lender	Commitment
JPMorgan Chase Bank, N.A.	$	233,394,240.90

Total	$	233,394,240.90

/s/ Richard Hsu

Richard Hsu

Vice President