Schedule 13D

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0001193125-12-271481.txt : 20120615 0001193125-12-271481.hdr.sgml : 20120615 20120615060828 ACCESSION NUMBER: 0001193125-12-271481 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 29 FILED AS OF DATE: 20120615 DATE AS OF CHANGE: 20120615 GROUP MEMBERS: MARK H. RACHESKY, M.D. GROUP MEMBERS: MHR INSTITUTIONAL ADVISORS III LLC GROUP MEMBERS: MHR INSTITUTIONAL PARTNERS III LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NAVISTAR INTERNATIONAL CORP CENTRAL INDEX KEY: 0000808450 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 363359573 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-39182 FILM NUMBER: 12908756 BUSINESS ADDRESS: STREET 1: 2701 NAVISTAR DRIVE CITY: LISLE STATE: IL ZIP: 60532 BUSINESS PHONE: 331-332-5000 MAIL ADDRESS: STREET 1: 2701 NAVISTAR DRIVE CITY: LISLE STATE: IL ZIP: 60532 FORMER COMPANY: FORMER CONFORMED NAME: NAVISTAR INTERNATIONAL CORP /DE/NEW DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NAVISTAR HOLDING INC DATE OF NAME CHANGE: 19870528 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MHR FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001277742 IRS NUMBER: 133902251 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.262.0005 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: SEEMORE ADVISORS LLC DATE OF NAME CHANGE: 20040128 SC 13D 1 d365136dsc13d.htm SCHEDULE 13D Schedule 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO § 240.13d-1(a) AND AMENDMENTS

THERETO FILED PURSUANT TO § 240.13d-2(a)

(Amendment No. )*

Navistar International Corporation

(Name of Issuer)

Common Stock, Par Value $0.10

(Title of Class of Securities)

63934E108

(CUSIP Number)

Doron Lipshitz, Esq.

O’Melveny & Myers LLP

7 Times Square

New York, New York 10036

(212) 326-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 7, 2012

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 18 Pages)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		63934E108		13D		Page 2 of 18 Pages


1	NAMES OF REPORTING PERSONS MHR INSTITUTIONAL PARTNERS III LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 2,763,794
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 2,763,794
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,540,455
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN


CUSIP No.		63934E108		13D		Page 3 of 18 Pages


1	NAMES OF REPORTING PERSONS MHR INSTITUTIONAL ADVISORS III LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 2,763,794
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 2,763,794
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,540,455
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO


CUSIP No.		63934E108		13D		Page 4 of 18 Pages


1	NAMES OF REPORTING PERSONS MHR FUND MANAGEMENT LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 3,022,502
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 3,022,502
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,335,837
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO


CUSIP No.		63934E108		13D		Page 5 of 18 Pages


1	NAMES OF REPORTING PERSONS MARK H. RACHESKY, M.D.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 3,022,502
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 3,022,502
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,335,837
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN; HC


		Page 6 of 18 Pages

TABLE OF CONTENTS


Item 1. Security and Issuer.			7
Item 2. Identity and Background.			7
Item 3. Source and Amount of Funds or Other Consideration.			8
Item 4. Purpose of Transaction.			8
Item 5. Interest in Securities of the Issuer.			9
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.			10
Item 7. Materials to be Filed as Exhibits.			12
SIGNATURE			13
EXHIBIT INDEX			18


		Page 7 of 18 Pages

Item 1.

Security and Issuer.

This statement on Schedule 13D (this “Statement”) relates to shares of common stock, par value $0.10 per share (the “Common Stock”), of Navistar International Corporation (the “Issuer”).

The address of the principal executive offices of the Issuer is:

2701 Navistar Drive

Lisle, Illinois 60532

Item 2.

Identity and Background.

This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

MHR Institutional Partners III LP (“Institutional Partners III”);

MHR Institutional Advisors III LLC (“Institutional Advisors III”);

MHR Fund Management LLC (“Fund Management”); and

Mark H. Rachesky, M.D. (“Dr. Rachesky”).

This Statement relates to securities held for the accounts of each of MHR Capital Partners Master Account LP, a limited partnership organized in Anguilla, British West Indies (“Master Account”), MHR Capital Partners (100) LP (“Capital Partners (100)”) and Institutional Partners III, each (other than Master Account) a Delaware limited partnership. MHR Advisors LLC (“Advisors”) is the general partner of each of Master Account and Capital Partners (100) and, in such capacity, may be deemed to beneficially own the shares of Common Stock held for the accounts of each of Master Account and Capital Partners (100). Institutional Advisors III is the general partner of Institutional Partners III and, in such capacity, may be deemed to beneficially own the shares of Common Stock held for the account of Institutional Partners III. Fund Management is a Delaware limited liability company that is an affiliate of and has an investment management agreement with Master Account, Capital Partners (100) and Institutional Partners III and other affiliated entities, pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares of Common Stock reported herein and, accordingly, Fund Management may be deemed to beneficially own the shares of Common Stock reported herein which are held for the accounts of each of Master Account, Capital Partners (100) and Institutional Partners III. Dr. Rachesky is the managing member of Advisors, Institutional Advisors III and Fund Management and, in such capacity, may be deemed to beneficially own the shares of Common Stock held for the accounts of each of Master Account, Capital Partners (100) and Institutional Partners III.

The Reporting Persons:

The principal business of Institutional Partners III is investment in securities. Institutional Advisors III is a Delaware limited liability company and the general partner of Institutional Partners III. The principal business of Institutional Advisors III is to provide management and advisory services to Institutional Partners III. Fund Management is a Delaware limited liability company. The principal business of Fund Management is to provide management and advisory services to each of Master Account, Capital Partners (100) and Institutional Partners III and to other affiliated entities. Current information concerning the identity and background of the director and officer of Institutional Advisors III and Fund Management is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2. Dr. Rachesky is the managing member of Advisors, Institutional Advisors III and Fund Management. The principal occupation of Dr. Rachesky, a United States citizen, is investment management.

Each Reporting Person’s principal business address is 40 West 57^th Street, 24^th Floor, New York, New York 10019.

During the past five years, none of the Reporting Persons and, to the best of the Reporting Persons’ knowledge, no other person identified in response to this Item 2 has been (a) convicted in a criminal proceeding or (b) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which he or it has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.


		Page 8 of 18 Pages

Item 3.

Source and Amount of Funds or Other Consideration.

From May 22, 2012 to June 13, 2012, Master Account, Capital Partners (100) and Institutional Partners III acquired an aggregate of 3,022,502 shares of Common Stock in open market purchases for aggregate consideration (excluding commissions) of approximately $82,075,037. All of the funds required to acquire such shares were obtained from the capital of Master Account, Capital Partners (100) and Institutional Partners III.

Master Account, Deutsche Bank AG, London Branch (“DB”) and Deutsche Bank Securities Inc. as agent (the “Agent”), entered into a share forward transaction, dated as of June 6, 2012 (the “DB Master Account Forward Transaction”) relating to 412,088 shares of Common Stock. All of the funds required to acquire such shares are expected to be obtained from the capital of Master Account.

Capital Partners (100), DB and Agent entered into a share forward transaction, dated as of June 6, 2012 (the “DB Capital Partners (100) Forward Transaction”) relating to 55,093 shares of Common Stock. All of the funds required to acquire such shares are expected to be obtained from the capital of Capital Partners (100).

Institutional Partners III, DB and Agent entered into a share forward transaction, dated as of June 6, 2012 and amended and restated on June 12, 2012 (the “DB Institutional Partners III Forward Transaction” and, together with the DB Master Account Forward Transaction and the DB Capital Partners (100) Forward Transaction, the “DB Forward Transactions”) relating to 5,016,575 shares of Common Stock. All of the funds required to acquire such shares are expected to be obtained from the capital of Institutional Partners III.

Master Account and Société Générale (“SG”) entered into a share forward transaction, dated as of June 14, 2012 (the “SG Master Account Forward Transaction”) which, as of the close of business on June 14, 2012, relates to 61,292 shares of Common Stock. All of the funds required to acquire such shares are expected to be obtained from the capital of Master Account.

Capital Partners (100) and SG entered into a share forward transaction, dated as of June 14, 2012 (the “SG Capital Partners (100) Forward Transaction”) which, as of the close of business on June 14, 2012, relates to 8,201 shares of Common Stock. All of the funds required to acquire such shares are expected to be obtained from the capital of Capital Partners (100).

Institutional Partners III and SG entered into a share forward transaction, dated as of June 14, 2012 (the “SG Institutional Partners III Forward Transaction” and, together with the SG Master Account Forward Transaction and the SG Capital Partners (100) Forward Transaction, the “SG Forward Transactions”) which, as of the close of business on June 14, 2012, relates to 760,086 shares of Common Stock. All of the funds required to acquire such shares are expected to be obtained from the capital of Institutional Partners III.

Item 4.

Purpose of Transaction.

The Reporting Persons acquired the shares of Common Stock reported herein because of their view that the shares are undervalued. The Reporting Persons may seek to engage in discussions with management and others concerning the business and operations of the Company.

(a) Depending upon a variety of factors, including, without limitation, the price levels of shares of Common Stock, the financial condition, results of operations and prospects of the Issuer, conditions in the Issuer’s industry and securities markets, general economic, industry, regulatory and other conditions, general investment and trading policies of the Reporting Persons, other investment opportunities available to the Reporting Persons, and other factors that they may deem relevant to their investment decision, the Reporting Persons may from time to time acquire, or cause to be acquired, additional securities of the Issuer or dispose, or cause to be disposed, such securities, in open market transactions, privately negotiated transactions, derivative transactions or otherwise.

The Reporting Persons reserve the right, from time to time, to formulate plans or proposals that relate to or would result in the occurrence of any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons intend from time to time to evaluate the Issuer and review their holdings of shares of Common Stock on a continuing basis and may in the future take such actions with respect to their investment in the Issuer as they deem appropriate. Such actions include, without limitation: (i) increasing or decreasing their position in the Issuer; (ii) seeking to acquire or influence control of the Issuer, the means of which may include representation on the board of the Issuer; (iii) engaging in short selling of or any hedging or similar transaction with respect to shares of Common Stock; (iv) undertaking an extraordinary corporate transaction such as a tender offer or exchange offer for some or all of the shares of Common Stock or a merger, consolidation, other business combination or reorganization involving Issuer; or (v) taking any other action to enhance shareholder value. The information set forth in this Item 4 is subject to change at any time, and there can be no assurances that any of the Reporting Persons will or will not take any of the actions described above.


		Page 9 of 18 Pages

The information set forth in Item 6 below and Exhibits 2 through 7 to this Statement are incorporated into this Item 4 by reference.

Item 5.

Interest in Securities of the Issuer.

The percentages set forth below are calculated based on information contained in the Issuer’s Form 10-Q for the quarterly period ended April 30, 2012, which disclosed that there were 68,546,949 shares of Common Stock outstanding as of May 31, 2012.

(a) (i) Master Account may be deemed to be the beneficial owner of 701,587 shares of Common Stock held for its own account (approximately 1.0% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of (A) 228,207 shares of Common Stock held directly, (B) 412,088 shares of Common Stock subject to the DB Master Account Forward Transaction and (C) 61,292 shares of Common Stock subject to the SG Master Account Forward Transaction.

(ii) Capital Partners (100) may be deemed to be the beneficial owner of 93,795 shares of Common Stock held for its own account (approximately 0.1% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of (A) 30,501 shares of Common Stock held directly, (B) 55,093 shares of Common Stock subject to the DB Capital Partners (100) Forward Transaction and (C) 8,201 shares of Common Stock subject to the SG Capital Partners (100) Forward Transaction.

(iii) Advisors may be deemed to be the beneficial owner of 795,382 shares of Common Stock (approximately 1.2% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of (A) 701,587 shares of Common Stock held for the account of Master Account and (B) 93,795 shares of Common Stock held for the account of Capital Partners (100).

(iv) Institutional Partners III may be deemed to be the beneficial owner of 8,540,455 shares of Common Stock held for its own account (approximately 12.5% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3 (d)(1)(i) under the Act). This number consists of (A) 2,763,794 shares of Common Stock held directly, (B) 5,016,575 shares of Common Stock subject to the DB Institutional Partners III Forward Transaction and (C) 760,086 shares of Common Stock subject to the SG Institutional Partners III Forward Transaction.

(v) Institutional Advisors III may be deemed to be the beneficial owner of 8,540,455 shares of Common Stock (approximately 12.5% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of 8,540,455 shares of Common Stock held for the account of Institutional Partners III.

(vi) Fund Management may be deemed to be the beneficial owner of 9,335,837 shares of Common Stock (approximately 13.6% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of all of the shares of Common Stock otherwise described in this Item 5 by virtue of Fund Management’s investment management agreement with Master Account, Capital Partners (100) and Institutional Partners III.

(vii) Dr. Rachesky may be deemed to be the beneficial owner of 9,335,837 shares of Common Stock (approximately 13.6% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of all of the shares of Common Stock otherwise described in this Item 5 by virtue of Dr. Rachesky’s position as the managing member of each of Advisors, Institutional Advisors III and Fund Management.


		Page 10 of 18 Pages

(b) (i) Master Account may be deemed to have (x) the sole power to direct the disposition of 228,207 shares of Common Stock which may be deemed to be beneficially owned by Master Account as described above, and (y) the sole power to direct the voting of 228,207 shares of Common Stock which may be deemed to be beneficially owned by Master Account as described above.

(ii) Capital Partners (100) may be deemed to have (x) the sole power to direct the disposition of 30,501 shares of Common Stock which may be deemed to be beneficially owned by Capital Partners (100) as described above, and (y) the sole power to direct the voting of 30,501 shares of Common Stock which may be deemed to be beneficially owned by Capital Partners (100) as described above.

(iii) Advisors may be deemed to have (x) the sole power to direct the disposition of 258,708 shares of Common Stock which may be deemed to be beneficially owned by Advisors as described above, and (y) the sole power to direct the voting of 258,708 shares of Common Stock which may be deemed to be beneficially owned by Advisors as described above.

(iv) Institutional Partners III may be deemed to have (x) the sole power to direct the disposition of 2,763,794 shares of Common Stock which may be deemed to be beneficially owned by Institutional Partners III as described above, and (y) the sole power to direct the voting of 2,763,794 shares of Common Stock which may be deemed to be beneficially owned by Institutional Partners III as described above.

(v) Institutional Advisors III may be deemed to have (x) the sole power to direct the disposition of 2,763,794 shares of Common Stock which may be deemed to be beneficially owned by Institutional Advisors III as described above, and (y) the sole power to direct the voting of 2,763,794 shares of Common Stock which may be deemed to be beneficially owned by Institutional Advisors III as described above.

(vi) Fund Management may be deemed to have (x) the sole power to direct the disposition of 3,022,502 shares of Common Stock which may be deemed to be beneficially owned by Fund Management as described above, and (y) the sole power to direct the voting of 3,022,502 shares of Common Stock which may be deemed to be beneficially owned by Fund Management as described above.

(vii) Dr. Rachesky may be deemed to have (x) the sole power to direct the disposition of 3,022,502 shares of Common Stock which may be deemed to be beneficially owned by Dr. Rachesky as described above, and (y) the sole power to direct the voting of 3,022,502 shares of Common Stock which may be deemed to be beneficially owned by Dr. Rachesky as described above.

(d) (i) The partners of Master Account, including Advisors, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Stock held for the account of Master Account in accordance with their partnership interests in Master Account.

(ii) The partners of Capital Partners (100), including Advisors, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Stock held for the account of Capital Partners (100) in accordance with their partnership interests in Capital Partners (100).

(iii) The partners of Institutional Partners III, including Institutional Advisors III, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Stock held for the account of Institutional Partners III in accordance with their partnership interests in Institutional Partners III.

(e) Not Applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with respect to the Securities of the Issuer.

DB Forward Transactions

Pursuant to the DB Master Account Forward Transaction, DB has agreed to sell to Master Account, for settlement no later than June 12, 2013, 412,088 shares of Common Stock at the DB Forward Price per Share (as defined below). The DB Master Account Forward Transaction may be settled, at the election of Master Account, in cash or by delivery of shares of Common Stock.

Pursuant to the DB Capital Partners (100) Forward Transaction, DB has agreed to sell to Capital Partners (100), for settlement no later than June 12, 2013, 55,093 shares of Common Stock at the DB Forward Price per Share (as defined below). The DB Capital Partners (100) Forward Transaction may be settled, at the election of Capital Partners (100), in cash or by delivery of shares of Common Stock.


		Page 11 of 18 Pages

Pursuant to the DB Institutional Partners III Forward Transaction, DB has agreed to sell to Institutional Partners III, for settlement no later than June 12, 2013, 5,016,575 shares of Common Stock at the DB Forward Price per Share. The DB Institutional Partners III Forward Transaction may be settled at any time at the election of Institutional Partners III in cash. In addition, the DB Institutional Partners III Forward Transaction may be settled at any time, at the election of Institutional Partners III, following the date that all required filings and any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 have been made or have expired (the “HSR Act Condition”), by delivery of Common Stock.

Each of Master Account, Capital Partners (100) and Institutional Partners III has agreed with DB that, while each of their respective DB Forward Transactions are outstanding, such MHR fund, their respective affiliated funds and any member of a “group” (as defined under Section 13(d) of the Exchange Act) to which they disclose that they are a party will not own or otherwise have aggregate economic exposure to more than 14.99% of the shares of Common Stock outstanding at such time.

In the event that Master Account, Capital Partners (100) or Institutional Partners III elect to physically settle their respective DB Forward Transactions, such MHR entity is required to pay the DB Forward Price per Share to DB in exchange for each share of Common Stock underlying the DB Forward Transaction. If the relevant MHR fund elects physical settlement, the settlement date will occur on the fifth business day following the date of such election. The “DB Forward Price per Share” is initially $25.5399 and increases each day based on a formula that generally equals the initial DB Forward Price per Share multiplied by an interest rate generally equal to one-month LIBOR plus 0.85% per annum compounded monthly. If any DB Forward Transaction is settled in cash, Master Account, Capital Partners (100) or Institutional Partners III will generally obtain the gain from any positive price performance and suffer the loss from any negative price performance when compared to the DB Forward Price per Share on the notional number of shares of Common Stock subject to the DB Forward Transactions, subject to certain fees payable to DB. If the relevant MHR fund elects cash settlement, the cash settlement date will occur three business days following the expiration of a fifteen (15) business day price averaging period commencing two business days following the date of such election.

SG Forward Transactions

Pursuant to the SG Master Account Forward Transaction, SG has agreed to sell to Master Account, for settlement no later than the date that is 12 months from the Trade Date (as defined below), shares of Common Stock then subject to the SG Master Account Forward Transaction at the SG Forward Price per Share (as defined below). The “Trade Date” is the earlier to occur of (i) the date on which SG or its affiliate completes its hedges in connection with the applicable SG Forward Transaction, and (ii) the date designated by the relevant MHR fund by written notice to SG, in each case which must occur not later than September 14, 2012. The SG Master Account Forward Transaction may be settled, at the election of Master Account, in cash or by delivery of shares of Common Stock.

Pursuant to the SG Capital Partners (100) Forward Transaction, SG has agreed to sell to Capital Partners (100), for settlement no later than the date that is 12 months from the Trade Date (as defined above), shares of Common Stock then subject to the SG Capital Partners (100) Forward Transaction at the SG Forward Price per Share (as defined below). The SG Capital Partners (100) Forward Transaction may be settled, at the election of Master Account, in cash or by delivery of shares of Common Stock.

Pursuant to the SG Institutional Partners III Forward Transaction, SG has agreed to sell to Institutional Partners III, for settlement no later than the date that is 12 months from the Trade Date (as defined above), shares of Common Stock then subject to the SG Institutional Partners III Forward Transaction at the SG Forward Price per Share (as defined below). The SG Institutional Partners III Forward Transaction may be settled at any time at the election of Institutional Partners III in cash. In addition, the SG Institutional Partners III Forward Transaction may be settled at any time, at the election of Institutional Partners III, following the satisfaction of the HSR Act Condition, by delivery of Common Stock.

Each of Master Account, Capital Partners (100) and Institutional Partners III has agreed with SG that, while each of their respective SG Forward Transactions are outstanding, such MHR fund, their respective affiliated funds and any member of a “group” (as defined under Section 13(d) of the Exchange Act) to which they disclose that they are a party will not own or otherwise have aggregate economic exposure to more than 14.99% of the shares of Common Stock outstanding at such time.


		Page 12 of 18 Pages

In the event that Master Account, Capital Partners (100) or Institutional Partners III elect to physically settle their respective SG Forward Transactions, such MHR entity is required to pay the SG Forward Price per Share to SG in exchange for each share of Common Stock underlying the SG Forward Transaction. If the relevant MHR fund elects physical settlement, the settlement date will occur on the fifth business day following the date of such election. The “SG Forward Price per Share” will equal a weighted average of the VWAP price of the shares of Common Stock obtained during SG’s hedging period multiplied by 1.10% per annum plus certain fees payable to SG, and thereafter, the SG Forward Price per Share will increase generally at a rate equal to one-month LIBOR plus 0.85% per annum compounded monthly. If any SG Forward Transaction is settled in cash, Master Account, Capital Partners (100) or Institutional Partners III will generally obtain the gain from of any positive price performance and suffer the loss from any negative price performance when compared to the SG Forward Price per Share on the notional number of shares of Common Stock subject to the SG Forward Transactions, subject to certain fees payable to SG. If the relevant MHR fund elects cash settlement, the cash settlement date will occur three business days following the expiration of a fifteen (15) business day price averaging period commencing two business days following the date of such election.

Copies of the DB Master Account Forward Transaction, DB Capital Partners (100) Forward Transaction, DB Institutional Partners III Forward Transaction, SG Master Account Forward Transaction, SG Capital Partners (100) Forward Transaction and SG Institutional Partners III Forward Transaction are attached hereto as Exhibits 2 through 7, respectively, and incorporated herein by reference.

The foregoing summary of the DB Forward Transactions and SG Forward Transactions is qualified in its entirety by reference to the full text of the DB Forward Transactions and SG Forward Transactions.

Except as otherwise described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any other person, including any other securityholder of the Issuer, with respect to any securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.


Exhibit No.		Description

1		Joint Filing Agreement, dated as of June 14, 2012, by and among Institutional Partners III, Institutional Advisors III, Fund Management and Dr. Rachesky.

2		Forward Transaction Agreement, dated as of June 6, 2012, by and between Master Account, DB and Agent.

3		Forward Transaction Agreement, dated as of June 6, 2012, by and between Capital Partners (100), DB and Agent.

4		Amended and Restated Forward Transaction Agreement, dated as of June 12, 2012, by and between Institutional Partners III, DB and Agent.

5		Forward Transaction Agreement, dated as of June 14, 2012, by and between Master Account and SG.

6		Forward Transaction Agreement, dated as of June 14, 2012, by and between Capital Partners (100) and SG.

7		Forward Transaction Agreement, dated as of June 14, 2012, by and between Institutional Partners III and SG.


		Page 13 of 18 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.


Date: June 14, 2012	MHR INSTITUTIONAL PARTNERS III LP

	By:	MHR Institutional Advisors III LLC,
		its General Partner

	By:	/s/ Janet Yeung
	Name:	Janet Yeung
	Title:	Authorized Signatory

	MHR INSTITUTIONAL ADVISORS III LLC

	By:	/s/ Janet Yeung
	Name:	Janet Yeung
	Title:	Authorized Signatory

	MHR FUND MANAGEMENT LLC

	By:	/s/ Janet Yeung
	Name:	Janet Yeung
	Title:	Authorized Signatory

	MARK H. RACHESKY, M.D.

	By:	/s/ Janet Yeung, Attorney in Fact


		Page 14 of 18 Pages

Annex A

Director and officer of Institutional Advisors III and Fund Management


Name/Citizenship	Principal Occupation	Business Address
Mark H. Rachesky, M.D.	President	40 West 57^th Street
(United States)		24^th Floor
		New York, NY 10019


		Page 15 of 18 Pages

Annex B

The following tables describe transactions in shares of Common Stock that were effected during the past sixty days by the persons named in response to paragraph (a) of this Item 5.


Transaction Date	Person Named in Item 5(a)	Common Stock Acquired		Weighted Average Price ($) [1] [2]		Price Range ($)	Description of Transaction

May 22, 2012	Master Account		17,251		28.0559	27.7499 - 28.28	Open Market Purchase

May 22, 2012	Capital Partners (100)		2,305		28.0559	27.7499 - 28.28	Open Market Purchase

May 22, 2012	Institutional Partners III		208,544		28.0559	27.7499 - 28.28	Open Market Purchase

May 23, 2012	Master Account		27,227		27.2241	26.86 - 27.78	Open Market Purchase

May 23, 2012	Capital Partners (100)		3,639		27.2241	26.86 - 27.78	Open Market Purchase

May 23, 2012	Institutional Partners III		329,134		27.2241	26.86 - 27.78	Open Market Purchase

May 24, 2012	Master Account		13,388		27.7485	27.29 - 28.04	Open Market Purchase

May 24, 2012	Capital Partners (100)		1,789		27.7485	27.29 - 28.04	Open Market Purchase

May 24, 2012	Institutional Partners III		161,836		27.7485	27.29 - 28.04	Open Market Purchase

May 25, 2012	Master Account		10,323		28.1166	27.83 - 28.31	Open Market Purchase

May 25, 2012	Capital Partners (100)		1,380		28.1166	27.83 - 28.31	Open Market Purchase

May 25, 2012	Institutional Partners III		124,797		28.1166	27.83 - 28.31	Open Market Purchase

May 29, 2012	Master Account		2,760		29.083	28.60 - 29.45	Open Market Purchase

May 29, 2012	Capital Partners (100)		369		29.083	28.60 - 29.45	Open Market Purchase

May 29, 2012	Institutional Partners III		33,371		29.083	28.60 - 29.45	Open Market Purchase

May 30, 2012	Master Account		11,836		28.0209	27.74 - 28.40	Open Market Purchase

May 30, 2012	Capital Partners (100)		1,582		28.0209	27.74 - 28.40	Open Market Purchase

May 30, 2012	Institutional Partners III		143,082		28.0209	27.74 - 28.40	Open Market Purchase

May 31, 2012	Master Account		24,701		27.847	27.51 - 28.10	Open Market Purchase

May 31, 2012	Capital Partners (100)		3,301		27.847	27.51 - 28.10	Open Market Purchase

May 31, 2012	Institutional Partners III		298,598		27.847	27.51 - 28.10	Open Market Purchase

June 1, 2012	Master Account		36,237		26.9637	26.505 - 27.07	Open Market Purchase

June 1, 2012	Capital Partners (100)		4,843		26.9637	26.505 - 27.07	Open Market Purchase

June 1, 2012	Institutional Partners III		438,059		26.9637	26.505 - 27.07	Open Market Purchase

June 4, 2012	Master Account		22,689		26.4373	26.02 - 27.01	Open Market Purchase

June 4, 2012	Capital Partners (100)		3,032		26.4373	26.02 - 27.01	Open Market Purchase

June 4, 2012	Institutional Partners III		274,279		26.4373	26.02 - 27.01	Open Market Purchase

June 5, 2012	Master Account		8,015		27.31772	26.85 - 27.60	Open Market Purchase

June 5, 2012	Capital Partners (100)		1,071		27.31772	26.85 - 27.60	Open Market Purchase

June 5, 2012	Institutional Partners III		96,889		27.31772	26.85 - 27.60	Open Market Purchase

June 5, 2012	Master Account		15,808		26.57541	25.87 - 26.85	Open Market Purchase

June 5, 2012	Capital Partners (100)		2,113		26.57541	25.87 - 26.85	Open Market Purchase

June 5, 2012	Institutional Partners III		191,104		26.57541	25.87 - 26.85	Open Market Purchase

June 6, 2012	Master Account		4,605		28.2114	27.96 - 28.50	Open Market Purchase


		Page 16 of 18 Pages



June 6, 2012	Capital Partners (100)	615	28.2114	27.96 - 28.50	Open Market Purchase

June 6, 2012	Institutional Partners III	55,668	28.2114	27.96 - 28.50	Open Market Purchase

June 6, 2012	Master Account	4,849	28.7261	28.50 - 29.01	Open Market Purchase

June 6, 2012	Capital Partners (100)	648	28.7261	28.50 - 29.01	Open Market Purchase

June 6, 2012	Institutional Partners III	58,615	28.7261	28.50 - 29.01	Open Market Purchase

June 7, 2012	Master Account	2,458	21.277	20.89 - 21.50	Open Market Purchase

June 7, 2012	Capital Partners (100)	329	21.277	20.89 - 21.50	Open Market Purchase

June 7, 2012	Institutional Partners III	29,713	21.277	20.89 - 21.50	Open Market Purchase

June 7, 2012	Master Account	9,265	21.889	21.51 - 22.02	Open Market Purchase

June 7, 2012	Capital Partners (100)	1,238	21.889	21.51 - 22.02	Open Market Purchase

June 7, 2012	Institutional Partners III	111,997	21.889	21.51 - 22.02	Open Market Purchase

June 8, 2012	Master Account	541	24.3586	24.28 - 24.40	Open Market Purchase

June 8, 2012	Capital Partners (100)	72	24.3586	24.28 - 24.40	Open Market Purchase

June 8, 2012	Institutional Partners III	6,537	24.3586	24.28 - 24.40	Open Market Purchase

June 12, 2012	Master Account	4,433	29.0286	28.69 - 29.32	Open Market Purchase

June 12, 2012	Capital Partners (100)	593	29.0286	28.69 - 29.32	Open Market Purchase

June 12, 2012	Institutional Partners III	54,974	29.0286	28.69 - 29.32	Open Market Purchase

June 13, 2012	Master Account	5,607	27.5631	26.92 - 27.70	Open Market Purchase

June 13, 2012	Capital Partners (100)	750	27.5631	26.92 - 27.70	Open Market Purchase

June 13, 2012	Institutional Partners III	69,535	27.5631	26.92 - 27.70	Open Market Purchase

June 13, 2012	Master Account	6,214	27.8561	27.71 - 28.14	Open Market Purchase

June 13, 2012	Capital Partners (100)	832	27.8561	27.71 - 28.14	Open Market Purchase

June 13, 2012	Institutional Partners III	77,062	27.8561	27.71 - 28.14	Open Market Purchase

(1)	Excluding commissions.

(2)	The Reporting Persons undertake to provide, upon request by the staff of the Division of Corporation Finance of the Securities and Exchange Commission, full information regarding the number of shares of Common Stock purchased at each separate price.

Transaction Date

Person Named in Item 5(a)

Common Stock
Subject to DB Forward
Transaction

Price Per
Share of Common
Stock ($) [1]

Description

of Transaction

June 7, 2012

Master Account

207,274

$25.5399

Forward Transaction

(Right to Buy)

June 7, 2012

Capital Partners (100)

27,702

$25.5399

Forward Transaction

(Right to Buy)

June 7, 2012

Institutional Partners III

2,505,663

$25.5399

Forward Transaction

(Right to Buy)

June 8, 2012

Master Account

19,485

$25.5399

Forward Transaction

(Right to Buy)

June 8, 2012

Capital Partners (100)

2,604

$25.5399

Forward Transaction

(Right to Buy)

June 8, 2012

Institutional Partners III

235,548

$25.5399

Forward Transaction

(Right to Buy)


		Page 17 of 18 Pages



June 11, 2012	Master Account	73,361	$25.5399	Forward Transaction (Right to Buy)

June 11, 2012	Capital Partners (100)	9,805	$25.5399	Forward Transaction (Right to Buy)

June 11, 2012	Institutional Partners III	886,834	$25.5399	Forward Transaction (Right to Buy)

June 12, 2012	Master Account	111,968	$25.5399	Forward Transaction (Right to Buy)

June 12, 2012	Capital Partners (100)	14,982	$25.5399	Forward Transaction (Right to Buy)

June 12, 2012	Institutional Partners III	1,388,530	$25.5399	Forward Transaction (Right to Buy)

(1)

Transaction Date

Person Named in Item 5(a)

Common Stock
Subject to SG Forward
Transaction

Price Per
Share of Common
Stock ($) [1]

Description

of Transaction

June 14, 2012

Master Account

61,292

See Footnote 1

Forward Transaction

(Right to Buy)

June 14, 2012

Capital Partners (100)

8,201

See Footnote 1

Forward Transaction

(Right to Buy)

June 14, 2012

Institutional Partners III

760,086

See Footnote 1

Forward Transaction

(Right to Buy)

(1)


		Page 18 of 18 Pages

Exhibit Index


Exhibit No.		Description

1		Joint Filing Agreement, dated as of June 14, 2012, by and among Institutional Partners III, Institutional Advisors III, Fund Management and Dr. Rachesky.

2		Forward Transaction Agreement, dated as of June 6, 2012, by and between Master Account, DB and Agent.

3		Forward Transaction Agreement, dated as of June 6, 2012, by and between Capital Partners (100), DB and Agent.

4		Amended and Restated Forward Transaction Agreement, dated as of June 12, 2012, by and between Institutional Partners III, DB and Agent.

5		Forward Transaction Agreement, dated as of June 14, 2012, by and between Master Account and SG.

6		Forward Transaction Agreement, dated as of June 14, 2012, by and between Capital Partners (100) and SG.

7		Forward Transaction Agreement, dated as of June 14, 2012, by and between Institutional Partners III and SG.

EX-99.1 2 d365136dex991.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 1

JOINT FILING AGREEMENT

The undersigned hereby agree that this Statement on Schedule 13D with respect to the Common Stock of Navistar International Corporation, dated as of June 14, 2012, is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.


Date: June 14, 2012	MHR INSTITUTIONAL PARTNERS III LP

	By:	MHR Institutional Advisors III LLC, its General Partner

	By:	/s/ Janet Yeung
		Name: Janet Yeung Title: Authorized Signatory

	MHR INSTITUTIONAL ADVISORS III LLC

	By:	/s/ Janet Yeung
		Name: Janet Yeung Title: Authorized Signatory

	MHR FUND MANAGEMENT LLC

	By:	/s/ Janet Yeung
		Name: Janet Yeung Title: Authorized Signatory

	MARK H. RACHESKY, M.D.

	By:	/s/ Janet Yeung, Attorney in Fact

EX-99.2 3 d365136dex992.htm FORWARD TRANSACTION AGREEMENT Forward Transaction Agreement

Exhibit 2

Execution Version

FORWARD CONFIRMATION

Deutsche Bank AG, London Branch

Winchester house

1 Great Winchester St, London EC2N 2DB

Telephone: 44 20 7545 8000

c/o Deutsche Bank Securities Inc.

60 Wall Street

New York, NY 10005

Telephone: 212-250-5977

Facsimile: 212-797-8826

June 6, 2012

MHR Capital Partners Master Account LP (“Counterparty”)

(Notice details provided on Annex A hereto)

Forward Sale Transaction - Our Transaction Reference Number: 491631

Dear Sir / Madam,

This confirmation (the “Confirmation”) sets forth the terms and conditions of a transaction (the “Transaction”) entered into as of the date set forth above between Deutsche Bank AG, London Branch (“Deutsche”), with Deutsche Bank Securities Inc. as agent, and Counterparty, and together with the terms for the Transaction described in Annex C hereto constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below with respect to each Transaction. The Confirmation and the terms of the Transaction as set forth on Annex C together constitute the entire agreement and understanding of the parties with respect to the subject matter and terms of the Transaction and supersede all prior or contemporaneous written and oral communications with respect thereto.

DEUTSCHE BANK AG, LONDON BRANCH IS NOT REGISTERED AS A BROKER OR DEALER UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. DEUTSCHE BANK SECURITIES INC. (“DBSI”) HAS ACTED SOLELY AS AGENT IN CONNECTION WITH ANY TRANSACTION HEREUNDER AND HAS NO OBLIGATION, BY WAY OF ISSUANCE, ENDORSEMENT, GUARANTEE OR OTHERWISE WITH RESPECT TO THE PERFORMANCE OF EITHER PARTY UNDER SUCH TRANSACTION. AS SUCH, ALL DELIVERY OF FUNDS, ASSETS, NOTICES, DEMANDS AND COMMUNICATIONS OF ANY KIND RELATING TO EACH TRANSACTION HEREUNDER BETWEEN DEUTSCHE AND COUNTERPARTY SHALL BE TRANSMITTED EXCLUSIVELY THROUGH DBSI. DEUTSCHE BANK AG, LONDON BRANCH IS NOT A MEMBER OF THE SECURITIES INVESTOR PROTECTION CORPORATION (SIPC).

Chairman of the Supervisory Board: Dr. Paul Achleitner. Management Board: Jürgen Fitschen (Co-Chairman), Anshu Jain (Co-Chairman), Stefan Krause, Stephan Leithner, Stuart Lewis, Rainer Neske and Henry Ritchotte.

Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin – Federal Financial Supervising Authority) and regulated by the Financial Services Authority for the conduct of UK business; a member of the London Stock Exchange. Deutsche Bank AG is a joint stock corporation with limited liability incorporated in the Federal Republic of Germany HRB No. 30 000 District Court of Frankfurt am Main; Branch Registration in England and Wales BR000005; Registered address: Winchester House, 1 Great Winchester Street, London EC2N 2DB. Deutsche Bank Group online: http://www.deutsche-bank.com

The definitions and provisions contained in the 2006 ISDA Definitions (the “2006 Definitions”) and the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and together with the 2006 Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and a Confirmation, the terms of the Confirmation will govern. All references to a “Swap Transaction” in the 2006 Definitions shall be deemed a reference to a “Share Forward Transaction” for the purposes of this Transaction. This Transaction hereunder constitutes a Share Forward Transaction for the purposes of the Equity Definitions.

1. The Confirmation and the terms of the Transaction as set forth on Annex C together constitute a “Confirmation” as referred to in, and supplements, forms a part of, and is subject to, an agreement (the “Agreement”) in the form of the 2002 ISDA Master Agreement as if the parties had executed an agreement in such form (but without any Schedule except for the election of the laws of the State of New York as the governing law and USD as the Termination Currency) on the date hereof between Deutsche and Counterparty. In the event of any inconsistency between the provisions of that agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction. All provisions contained in the Agreement govern this Confirmation except as expressly modified below. The parties agree to be subject to an agreement in the form of the 1994 ISDA Credit Support Annex (Bilateral Form–New York law version), which supplements, forms part of, and is subject to the Agreement, as if they had executed such annex on the Trade Date (the “Annex”) with Paragraph 13 of the Annex containing the modifications and elections set forth below.

2. The terms of the Transaction to which this Confirmation relates are as follows:

General Terms:


Trade Date:		The earlier of (i) the date on which Deutsche or its affiliate completes its hedge in connection with the Transaction as specified in Annex C; provided that, if the Trade Date has not otherwise occurred by September 5, 2012, such date shall be the Trade Date and Deutsche’s or its affiliate’s hedge will be deemed completed as of such date for all purposes hereof and (ii) the date designated by Counterparty by written notice to Deutsche as the Trade Date; provided that such date shall not be earlier than the date such notice has been delivered and in any event not later than September 5, 2012. For the period from the date hereof to the Trade Date, Deutsche will notify the Counterparty in writing via email to Janet Yeung at jyeung@mhrfund.com, copying David Schultz at dschultz@omm.com and Denis Smith at dsmith@mhrfund.com of the number of Shares for which a hedge relates and the price allocable to such hedge no later than by the opening of business on the Exchange Business Day following any Exchange Business Day on which Deutsche or any of its affiliates entered into any hedges with respect to the Transaction.
Final Date:		The date that is twelve (12) months following the Trade Date (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day).
Shares:		The common stock, par value $0.10 per share of Navistar International Corporation (the “Issuer”) (Security Symbol: “NAV”)
Number of Shares:		A number of Shares, which represents the number of Shares Deutsche or its affiliate has hedged in connection with the Transaction up to and including the Trade Date. Upon the occurrence of the Trade Date, Deutsche will send to Counterparty a completed Annex C for the Transaction.


Exchange(s):		New York Stock Exchange, or any successor to such exchange or quotation system.

Related Exchange(s):		All Exchanges

Calculation Agent:		Deutsche

Seller:		Deutsche

Buyer:		Counterparty

Prepayment:		Not Applicable

Variable Obligation:		Not Applicable

Forward Price:		On the Trade Date, the Adjusted Initial Reference Price.

		On each day following the Trade Date, the Forward Price as of the Reset Date immediately preceding such day + (the Forward Price as of the Reset Date immediately preceding such day x applicable Accrual Rate x applicable Floating Rate Day Count Fraction)

Initial Reference Price:		The weighted average price per Share at which Deutsche or its affiliate enters into its hedge in connection with the Transaction plus $0.04 per Share, as specified in Annex C. Upon the occurrence of the Trade Date, Deutsche will send to Counterparty a completed Annex C.

Adjusted Initial Reference Price:		The Initial Reference Price + (the Initial Reference Price x 0.85% x Hedging Period Day Count Fraction)

Hedging Period Day Count Fraction:		The number of days between the Weighted Average Hedge Date and the Trade Date, divided by 360.

Weighted Average Hedge Date:		The average date on which Deutsche establishes its hedge in connection with the Transaction, weighted according to (i) the number of trading days between when Deutsche begins hedging and the Trade Date and (ii) the notional amount hedged by Deutsche on each trading day during such period.

Notional Amount:		The Number of Shares x Forward Price

Accrual Rate:		Floating Rate for the relevant Reset Date plus Spread

Floating Rate Option:		USD-LIBOR-BBA

Floating Rate for the initial Compounding Period:		As specified in Annex C. Upon the occurrence of the Trade Date, Deutsche will send to Counterparty a completed Annex C.

Designated Maturity:		One month

Reset Date:		The Trade Date and the first Business Day of each month

Spread:		As specified in Annex B.

Independent Amount with respect to Counterparty:		As specified in Annex B.

Floating Rate Day Count Fraction:		Actual/360

Compounding:		Applicable, as provided in “Forward Price” above.


Business Day:		New York and London.

Dividend Payment:		With respect to any cash dividend or cash distribution on the Shares for which the Record Date occurs during the Dividend Period, Deutsche shall pay such dividend to Counterparty on the Dividend Payment Date; provided that for any dividend for which the ex dividend date occurs during the Averaging Date period, Deutsche shall pay an amount equal to the dividends paid on such fraction of the Number of Shares equal to the number of Averaging Dates remaining on the date the Shares begin trading ex dividend (including the date on which the Shares begin trading ex dividend) divided by the total number of Averaging Dates.

Dividend Payment Date:		In respect of any cash dividend or cash distribution on the Shares, the Dividend Receipt Date (or if such day is not a Currency Business Day, the Currency Business Day immediately following such date).

Dividend Receipt Date:		The date of receipt of a dividend by holders of record.

Record Date:		Each relevant date of determination of holder of record status.

Dividend Amount:		The Record Amount x Number of Shares (as such Number of Shares may be reduced by (i) early termination or (ii) the unwind of Shares during the period of Averaging Dates as described in “Dividend Payment” above).

Dividend Period:		The period commencing on and including the Clearance System Business Day that is one Settlement Cycle following the Trade Date for the relevant Transaction and ending on but excluding (x) the Cash Settlement Payment Date, if Cash Settlement applies or (y) the Settlement Date, if Physical Settlement applies.

Share Dividend Elections:		In the event that a dividend is payable in either cash or property or a combination thereof at the election of a person who would be a holder of record of such Shares, the Dividend Amount shall be determined as if no election were made pursuant to the election default provision set forth in the documents relating to the payment of dividends on the Shares.


Valuation:


Valuation Time:		At the 4:00 p.m. close of trading on the Exchange.

Valuation Date:		The final Averaging Date for the Transaction.

Averaging Dates:		As specified in Annex B.

Averaging Date Disruption:		Modified Postponement


Settlement Terms:


Settlement Method Election:		Applicable.

Electing Party:		Counterparty

Settlement Method Election Date:		The second (2nd) Scheduled Trading Day prior to the Final Date for the Transaction.


Default Settlement Method:		Physical Settlement.

Settlement Currency:		USD

Settlement Price:		The Relevant Price minus $0.04

Relevant Price:		The arithmetic average of the prices calculated on each Averaging Date as the volume weighted average price per Share for all trades in the Shares on the Exchange from 9:30 a.m. New York time until 4:00 p.m. New York time on such day (calculated using Bloomberg’s service or, if such service is not available, another method reasonably determined in good faith by the Calculation Agent, whose determination shall be final and binding unless it is unreasonable).

Forward Cash Settlement Amount:		(Settlement Price x Number of Shares) – (Number of Shares x Forward Price). For this purpose, the Forward Price shall be the arithmetic average of the Forward Prices calculated on the date that is one Settlement Cycle following each Averaging Date.

Cash Settlement:		If Cash Settlement applies, and:

		(i) the Forward Cash Settlement Amount is a positive number, then Deutsche shall pay to Counterparty the Forward Cash Settlement Amount on the relevant Cash Settlement Payment Date; and

		(ii) the Forward Cash Settlement Amount is a negative number, then Counterparty shall pay to Deutsche the absolute value of the Forward Cash Settlement Amount on the relevant Cash Settlement Payment Date.

Cash Settlement Payment Date:		Three (3) Currency Business Days after the Valuation Date.

Physical Settlement:		If Physical Settlement applies, on the Settlement Date, Counterparty will pay to Deutsche an amount equal to the Forward Price multiplied by the Number of Shares, and Deutsche will deliver to Counterparty the Number of Shares (rounded down to the nearest whole Share) and pay the Fractional Share Amount, if any.

Settlement Date:		If Physical Settlement applies, the date that is one Settlement Cycle following the Final Date.

Share Adjustments:


Method of Adjustment:		Calculation Agent Adjustment

Extraordinary Events:


New Shares:		The definition of “New Shares” in Section 12.1(i) of the Equity Definitions shall apply; provided, however, that:

		(a) if the Exchange mentioned therein is located in the United States, the definition of “New Shares” shall be amended by deleting subsection (i) in its entirety and replacing it with the following: “(i) publicly quoted, traded or listed on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors)”.


Consequences of Merger Events:

(a) Share-for-Share:		Modified Calculation Agent Adjustment

(b) Share-for-Other:		Modified Calculation Agent Adjustment

(c) Share-for-Combined:		Modified Calculation Agent Adjustment

Tender Offer:		Applicable

Consequences of Tender Offers:

(a) Share-for-Share:		Modified Calculation Agent Adjustment; provided that, prior to the occurrence of a Collateral Change Date, Deutsche will not be permitted to adjust the collateral terms thereunder.

(b) Share-for-Other:		Modified Calculation Agent Adjustment; provided that, prior to the occurrence of a Collateral Change Date, Deutsche will not be permitted to adjust the collateral terms thereunder.

(c) Share-for-Combined:		Modified Calculation Agent Adjustment; provided that, prior to the occurrence of a Collateral Change Date, Deutsche will not be permitted to adjust the collateral terms thereunder.

Additional Tender Offer Terms:		Deutsche and Counterparty each acknowledges that if, during the term of this Transaction, (i) the Shares that are the subject of the Transaction are, or become, the subject of a Tender Offer and (ii) either party hereto owns a hedge with respect to such Shares and elects to participate in such Tender Offer, then, notwithstanding anything set forth to the contrary herein or in the Equity Definitions, that Transaction may not be terminated during the period from and including the Tender Offer Expiration Date (as defined below) up to but excluding the Tender Offer Date. For the purpose hereof, the following term shall have the meaning indicated below:

		“Tender Offer Expiration Date” shall mean the date as of which a theoretical holder of the Shares is no longer permitted to withdraw its Shares tendered pursuant to such Tender Offer, as provided in the documents related to such Tender Offer (subject to any extensions as provided pursuant to the documents related to such Tender Offer).

Composition of Combined Consideration:		Inapplicable

Nationalisation, Insolvency or Delisting:		Cancellation and Payment

Shareholder Rights Plan:		With respect to the above Share Adjustments and Extraordinary Events, upon the occurrence of an event described in Section 11.2(e)(vi) of the Equity Definitions (including the issuance of Shares under a so-called “poison pill”) that occurs as a direct result of an acquisition of Shares, or a derivative or equivalent transaction involving the Shares, by the Counterparty or its affiliated funds in excess of the ownership threshold specified in such shareholder rights plan that triggers such Share Adjustment or Extraordinary Event, Deutsche shall not be obligated to adjust the Number of Shares or other terms hereunder to reflect such event, and without limiting the foregoing, the Number of Shares deliverable by Deutsche hereunder will be determined exclusive of additional Shares or rights with respect thereto delivered to other holders of Shares as a result of such event.


Modified Calculation Agent Adjustment:		For the avoidance of doubt, and without limiting the other provisions of the definition thereof, Modified Calculation Agent Adjustment will permit the Calculation Agent to adjust the collateral terms of the Transaction; provided that, prior to the occurrence of a Collateral Change Date, Deutsche will not be permitted to adjust the collateral terms thereunder.

Additional Disruption Events:


Change in Law:		As specified in Annex B.

Insolvency Filing:		Applicable

Determining Party:		Deutsche

Additional Termination Events:


Optional Early Termination:		Counterparty may upon two (2) Scheduled Trading Day’s prior notice (or such earlier time as the parties may agree) to Deutsche, terminate the Transaction, in whole or in part, by designating any Scheduled Trading Day as the “Optional Early Termination Final Date” for the Transaction or portion thereof. If the Counterparty gives notice of election of an Optional Early Termination, Counterparty will simultaneously be required to give notice of settlement method. For the avoidance of doubt, if such right is exercised pursuant to the terms hereof, with respect to the Transaction or that portion of the Transaction that is terminated, (1) the Optional Early Termination Final Date shall be deemed to be the Final Date (subject to Disrupted Day provisions, if applicable), (2) the Optional Early Termination Settlement Date (as defined below) shall be deemed to be the Cash Settlement Payment Date or Settlement Date, as applicable, (3) the Settlement Price shall be calculated in accordance with “Settlement Terms” above as if the Optional Early Termination Final Date were the Final Date, and (4) the Calculation Agent shall make the calculations described under “Valuation” and “Settlement Terms” above with respect to all or a portion of the Transaction being terminated, as applicable, and the remainder of the Transaction shall continue in accordance with its terms.

Optional Early Termination Settlement Date:		One (1) Clearance System Business Day following the Optional Early Termination Final Date, in the case of Physical Settlement, or three (3) Currency Business Days following the Valuation Date, in the case of Cash Settlement.

Consequences of Early Termination, Extraordinary Events, Additional Disruption Events or Additional Termination Events:


Settlement:		Notwithstanding anything else in the Equity Definitions or the Agreement, upon the occurrence of a Termination Event, an Extraordinary Event, an Additional Disruption Event or an Additional Termination Event (other than an Optional Early Termination), with respect to the Transaction or any portion of the Transaction, then with respect to the Transaction or any


		portion of the Transaction that is terminated, (1) the Final Date shall be deemed to have occurred on the date that is thirty (30) Exchange Business Days from the date of such occurrence (provided, however, that (a) the parties may agree to modify such date and (b) with respect to a Termination Event, Additional Termination Event or Additional Disruption Event, Deutsche may elect to shorten such period by up to 25 Exchange Business Days, with Counterparty’s consent, or lengthen such period by up to 10 Exchange Business Days, without Counterparty’s consent), (2) the parties shall settle the Transaction or the portion of the Transaction that is terminated as if the provisions of the Equity Definitions and “Valuation” and “Settlement Terms” above were applicable on such deemed Final Date, using the deemed Final Date to calculate the deemed Cash Settlement Payment Date or Settlement Date, (3) the Settlement Price shall be calculated in accordance with “Settlement Terms” above as if the deemed Final Date were the Final Date (except if the Shares are not listed or quoted on the Exchange or a Related Exchange or in the event of termination due to Nationalization or Insolvency, the Settlement Price shall be calculated by reference to an objective measure as determined by the Calculation Agent), and (4) the Calculation Agent shall make the calculations described under “Valuation” and “Settlement Terms” above with respect to all or a portion of the Transaction being terminated, as applicable, and the remainder of the Transaction shall continue in accordance with its terms. In connection with any such early termination, Deutsche will use reasonable efforts to effect Physical Settlement to the extent Counterparty is then legally permitted to acquire the relevant Shares and has elected Physical Settlement.

Assignment:

Section 7 of the Agreement is hereby modified as follows:

Deutsche may assign this Confirmation and the Transaction hereunder to any of its affiliates whose credit rating is equal to or greater than that of Deutsche as of the Trade Date, with Counterparty’s consent, which consent shall not be unreasonably withheld or delayed.

Representations:


Non-Reliance:		Applicable

Agreement and Acknowledgments Regarding Hedging Activities:		Applicable

Additional Acknowledgments:		Applicable

Miscellaneous:

of the Bankruptcy Code; (C) any cash, securities or other property provided as performance assurance, credit support or collateral with respect to each Transaction constitute “margin payments” as defined in Section 741(5) of the Bankruptcy Code and “transfers” as defined in Section 101(54) of the Bankruptcy Code under a “swap agreement;” and (D) all payments for, under or in connection with each Transaction at settlement or early termination of all or any portion of a Transaction constitute “settlement payments” as defined in Section 741(8) of the Bankruptcy Code under a “securities contract” and “transfers” as defined in Section 101(54) of the Bankruptcy Code under a “swap agreement.”

Mutual Representations. Each of Deutsche and Counterparty represents and warrants to the other party that:

•

Total Exposure. If the aggregate total exposure of Counterparty, its affiliated funds and any member of a “group” (as defined under Section 13(d) of the Exchange Act) to which it is a party (as disclosed by Counterparty in any filing made by Counterparty pursuant to Section 13(d) of the Exchange Act) to the Issuer under this Transaction, together with similar derivative transactions entered into between Counterparty or its affiliated funds and Deutsche or Deutsche’s affiliates (together, the “NAV Transactions”) , shall be greater than 8% of Shares outstanding at any time, each party agrees to terminate the Transaction or portion of the Transaction such that such total aggregate exposure to the Issuer pursuant to the NAV Transactions shall be equal to 8% of Shares outstanding at that time. For the avoidance of doubt, breach of this representation shall constitute an Event of Default giving Deutsche the right to immediately designate an Early Termination Date under this Transaction or any of the NAV Transactions;

•

Confidentiality. The Transaction and the terms and conditions contained therein shall not be disclosed by Deutsche to any person or entity (other than on a confidential basis to its employees, accountants, attorneys or its other advisors, and then only on a confidential, “need to know” basis and in connection with the Transaction). Notwithstanding anything provided herein or in the Agreement, and notwithstanding any express or implied claims of exclusivity or proprietary rights, the parties (and each of their employees, representatives or other agents) are authorized (A) to disclose to any and all persons, beginning immediately upon commencement of their discussions and without limitation of any kind, the tax treatment and tax structure of the Transaction, and all materials of any kind (including opinions or other tax analyses) that are provided by either party to the other relating to such tax treatment and tax structure and (B) to make such other public disclosures of the Transaction and the terms and conditions thereof (1) as required by judicial or administrative proceeding, (2) as required by law or regulation (including describing and/or filing this Agreement as an exhibit, as may be required, on the advice of Counterparty’s counsel, pursuant to applicable securities laws or regulations), (3) at the request of a bank or other regulatory agency or in connection with an examination by bank examiners or other regulatory authorities, or (4) at the express direction of any other authorized government agency;

•

Commodity Exchange Act. It is an “eligible contract participant” within the meaning of the U.S. Commodity Exchange Act, as amended (the “CEA”), the Transaction has been subject to individual negotiation by the parties, and the Transaction has not been executed or traded on a “trading facility” as defined in the CEA;

•

Regulatory Compliance. As of the Trade Date, it has made, and at all times during the Transaction will timely make, all of its material regulatory filings and it has complied, and at all times during the Transaction will comply, in connection with the Transaction and all related or contemporaneous sales and purchases of Shares, with the applicable provisions of the under the U.S. Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, and the rules and regulations thereunder;

•

Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The assets used in the Transaction (1) are not assets of any “plan” (as such term is defined in Section 4975 of the Internal Revenue Code (the “Code”)) subject to Section 4975 of the Code or any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) subject to Title I of ERISA, and (2) do not constitute “plan assets” within the meaning of Department of Labor Regulation Sec. 2510.3-101, 29 CFR Sec. 2510-3-101; and

•

Each party shall promptly provide notice to the other party upon obtaining knowledge of the occurrence of any event that would constitute an Event of Default or a Potential Event of Default with respect to the party.

Counterparty Representations, Acknowledgements and Agreements. Counterparty represents, warrants, acknowledges and agrees with Deutsche that:

(i)

Counterparty is not as of the date hereof and as of the Trade Date, and will not be after giving effect to the Transaction contemplated hereby, insolvent;

(ii)

Counterparty will comply with its filing obligations under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

(iii)

Counterparty has (and will at all times during the Transaction have) the capacity and authority to invest directly in the Shares underlying the Transaction, and has not entered into the Transaction with the intent of avoiding any regulatory filings;

(iv)

On each Exchange Business Day on which Deutsche or its affiliate enters into a hedge in connection with the Transaction contemplated herein, either (1) Counterparty is not in possession of any material non-public information regarding the Issuer of the Shares, or (2) Counterparty has met the conditions of Rule 10b5-1(c) of the Exchange Act with respect to the Issuer of the Shares; provided that, in the event either (1) and/or (2) becomes untrue, Counterparty will immediately notify Deutsche (an “MNPI Notice”) by electronic mail to both of the following addresses: paul.stowell@db.com, and andrew.yaeger@db.com, or an alternate Deutsche contact as provided by Deutsche from time to time, at which time (i) Deutsche or its affiliates will, until such time as Counterparty notifies Deutsche that (1) and/or (2) is correct (a “Restart Notice”), and as soon as practicable upon receipt of such MNPI Notice, no longer purchase any additional Shares in connection with this Transaction and (ii) the Number of Shares from the time of the MNPI Notice until the Restart Notice will equal the number of Shares that Deutsche has purchased up to the time of the MNPI Notice;

(v)

Counterparty will not seek to terminate via cash settlement, amend or otherwise modify the Transaction unless (1) Counterparty is not in possession of any material non-public information regarding the relevant Issuer, or (2) Counterparty has met the conditions of Rule 10b5-1(c) in taking such action;

(vi)

Counterparty, its affiliated funds and any member of a “group” (as defined under Section 13(d) of the Exchange Act) to which it is a party (as disclosed by Counterparty in any filing made by Counterparty pursuant to Section 13(d) of the Exchange Act) will not have aggregate economic exposure to the Issuer at any time prior to the termination of this Transaction of more than 14.99% of the outstanding Shares of the Issuer, including through the NAV Transactions or other derivative transactions; and

(vii)

As of June 6, 2012, Counterparty is not an affiliate of the Issuer (as defined in Rule 144 under the Securities Act).

Additional Provisions.

(i) For purposes of Section 739 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the parties hereby agree that any change or other event arising from the Dodd-Frank Wall Street Reform and Consumer Protection Act or the interpretation thereof shall constitute a “Change in Law” as if such change or other event had occurred after the Trade Date.

(ii) It shall be a condition precedent to Deutsche’s obligations hereunder that Counterparty has delivered USD Cash in the amount of the Independent Amount applicable to Counterparty (as specified below) pursuant to the Credit Support Annex on or prior to the Trade Date.

Governing law: The law of the State of New York.

Modifications to Paragraph 13 of the Credit Support Annex:

Paragraph 13. Elections and Variables.

(a) Security Interest for “Obligations”. The term “Obligations” as used herein means any and all present and future obligations of Deutsche or Counterparty to the other under or in connection with each Transaction under the Agreement.

(b) Credit Support Obligations.

(i) Delivery Amount, Return Amount and Credit Support Amount.

(A) “Delivery Amount” has the meaning specified in Paragraph 3(a).

(B) “Return Amount” has the meaning specified in Paragraph 3(b).

(ii) Eligible Collateral. Except as otherwise provided in Annex B, the following items will qualify as “Eligible Collateral” for the party specified:


		Deutsche	Counterparty	Valuation
				Percentage
(A)	Cash	[X]	[X]	100%

(B)	negotiable debt obligations issued by the U.S. Treasury Department having a remaining maturity of less than one year	[X]	[X]	99%

(C)	negotiable debt obligations issued by the U.S. Treasury Department having a remaining maturity of 1-10 years	[ ]	[ ]	97%

(D)	negotiable debt obligations issued by the U.S. Treasury Department having a remaining maturity of more than 10 years	[ ]	[ ]	95%


(E)	single-class mortgage participation certificates (“FHLMC Certificates”) in book-entry form backed by single-family residential mortgage loans, the full and timely payment of interest at the applicable certificate rate and the ultimate collection of principal of which are guaranteed by the Federal Home Loan Mortgage Corporation (excluding Real Estate Mortgage Investment Conduit (“REMIC”) or other multi-class pass-through certificates, collateralized mortgage obligations, pass-through certificates backed by adjustable rate mortgages, securities paying interest or principal only and similar derivative securities);	[ ]	[ ]	90%

(F)	single-class mortgage pass-through certificates (“FNMA Certificates”) in book-entry form backed by single-family residential mortgage loans, the full and timely payment of interest at the applicable certificate rate and ultimate collection of principal of which are guaranteed by the Federal National Mortgage Association (excluding REMIC or other multi-class pass-through certificates, pass-through certificates backed by adjustable rate mortgages collateralized mortgage obligations, securities paying interest or principal only and similar derivative securities);	[ ]	[ ]	90%

(G)	single-class fully modified pass-through certificates (“GNMA Certificates” in book-entry form backed by single-family residential mortgage loans, the full and timely payment of principal and interest of which is guaranteed by the Government National Mortgage Association (excluding REMIC or other multi-class pass-through certificates, collateralized mortgage obligations, pass-through certificates backed by adjustable rate mortgages, securities paying interest or principal only and similar derivatives securities).	[ ]	[ ]	90%

(H)	Such other collateral as Deutsche and Counterparty may agree.	[ X ]	[ X ]	As may be agreed.

(iii) Other Eligible Support. The following items will qualify as “Other Eligible Support” for the party specified: Not Applicable.

(iv) Thresholds.

(A)

“Independent Amount” means with respect to Deutsche: Zero

“Independent Amount” means with respect to Counterparty for the Transaction under this Agreement: as specified in Annex B.

(B)

“Threshold” means with respect to Deutsche: Inapplicable

“Threshold” means with respect to Counterparty: Zero

(C)

“Minimum Transfer Amount” means with respect to Deutsche: the lesser of $500,000 and 1.0% of the closing price per Share on the preceding Exchange Business Day multiplied by the Number of Shares (as such amount may be reduced upon early termination or settlement).

“Minimum Transfer Amount” means with respect to Counterparty: the lesser of $500,000 and 1.0% of the closing price per Share on the preceding Exchange Business Day multiplied by the Number of Shares (as such amount may be reduced upon early termination or settlement); provided, however, that the Minimum Transfer Amount for Counterparty shall be $0 upon the occurrence and during the continuance of an Event of Default, Potential Event of Default, Termination Event, Additional Termination Event (other than an Optional Early Termination) or Specified Condition with respect to Counterparty.

(D)

Rounding. The Delivery Amount and the Return Amount will be rounded up and down respectively to the nearest integral multiple of $50,000.

(i) “Valuation Agent” means: Deutsche.

(ii) “Valuation Date” means: each Local Business Day.

(iii) “Valuation Time” means: the close of business on the Local Business Day before the Valuation Date or date of calculation, as applicable; provided that the calculations of Value and Exposure will be made as of approximately the same time on the same date.

(iv) “Notification Time” means 10:00 a.m., New York time, on a Local Business Day.

(d) Conditions Precedent and Secured Party’s Rights and Remedies. Each Termination Event specified below with respect to a party will be a “Specified Condition” for that party (the specified party being the Affected Party if a Termination Event or Additional Termination Event occurs with respect to that party).


	Deutsche	Counterparty

Illegality	[X]	[X]
Tax Event	[ ]	[ ]
Tax Event Upon Merger	[ ]	[ ]
Credit Event Upon Merger	[X]	[X]
Additional Termination Event	[ ]	[ ]

(e) Substitution.

(i) “Substitution Date” has the meaning specified in Paragraph 4(d)(ii).

(ii) Consent. If specified here as applicable, then the Pledgor must obtain the Secured Party's consent for any substitution pursuant to Paragraph 4(d): Inapplicable

(f) Dispute Resolution.

(i)

“Resolution Time” means 1:00 p.m., New York time, on the Local Business Day following the date on which the notice is given that gives rise to a dispute under Paragraph 5.

(ii)

Value. For the purpose of Paragraphs 5(i)(C) and 5(ii), the Value of Posted Credit Support will be calculated as follows: as set forth for other purposes in Paragraph 12.

(iii)

Alternative. The provisions of Paragraph 5 will apply, except to the following extent: (A) pending the resolution of a dispute, Transfer of the undisputed Value of Eligible Credit Support or Posted Credit Support involved in the relevant demand will be due not later than the close of business on the same Local Business Day if the demand is given by the Notification Time, but will be due on the next Local Business Day after the demand if the demand is given after the Notification Time; and (B) the Disputing Party need not comply with the provisions of Paragraph 5(II)(2) if the amount to be Transferred does not exceed the Disputing Party’s Minimum Transfer Amount.

(g) Holding and Using Posted Collateral.

(i) Eligibility to Hold Posted Collateral; Custodians. Deutsche and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied:

(A)

Deutsche is not a Defaulting Party.

(B)

Posted Collateral consisting of certificated securities must be held in New York.

Initially, the Custodian for Deutsche is: Deutsche Bank Securities Inc.

(h) Distributions and Interest Amount.

(i) Interest Rate. The “Interest Rate” will be with respect to Eligible Collateral in the form of Cash, for any day, the rate opposite the caption “Federal Funds (Effective)” for such day as published for such day in Federal Reserve Publication H.15(519) or any successor publication as published by the Board of Governors of the Federal Reserve System.

(ii) Transfer of Interest Amount. The Transfer of the Interest Amount will be made on the first Local Business Day of each calendar month and on any Local Business Day that Posted Collateral in the form of Cash is Transferred to the Pledgor pursuant to Paragraph 3(b).

(iii) Alternative to Interest Amount. The provisions of Paragraph 6(d)(ii) will apply.

(i) Other Eligible Support and Other Posted Support.

(i) “Value” with respect to Other Eligible Support and Other Posted Support means: Inapplicable.

(ii) “Transfer” with respect to Other Eligible Support and Other Posted Support means: Inapplicable.

(j) Demands and Notices. All demands, specifications and notices hereunder will be made pursuant to the Notices Section of the Agreement, unless otherwise specified here:


Deutsche:		Deutsche Bank AG, London Branch
		c/o Deutsche Bank Securities Inc.
		60 Wall Street
		New York, NY 10005
Attention:		Andrew Yaeger and Paul Stowell

		Telephone: (212) 250-2717
		Electronic Mail: Andrew.Yaeger@db.com, Paul.Stowell@db.com

(k) Addresses for Transfers.


Deutsche:		See Payments to Deutsche under Section 3 below.

Counterparty:		To be advised

(l) Agreement as to Single Secured Party and Pledgor. Deutsche and Counterparty agree that, notwithstanding anything to the contrary in the recital to the Annex, Paragraph 1(b) or Paragraph 2 of the Annex or the definitions in Paragraph 12 of the Annex, (a) the term “Secured Party” as used in the Annex means only Deutsche, (b) the term “Pledgor” as used in the Annex means only Counterparty, and (c) only Counterparty makes the pledge and grant in Paragraph 2 of the Annex, the acknowledgment in the final sentence of Paragraph 8(a) of the Annex and the representations in Paragraph 9 of the Annex.

(m) Transfer Timing. From and after the Collateral Change Date, Paragraph 4(b) of the Agreement is hereby amended by (i) deleting the word “next” in the third line there and replacing it with the word “same” and (ii) deleting the word “second” in the fifth line thereof and replacing it with the word “next”.

Account Details:


Payments to Deutsche:		For USD Cash Payments:

		DEUTSCHE BANK TRUST CO
		ABA NO 021001033
		A/C 01478137
		Account Name: Collateral Management & Valuations
		Benefnumb: 117576730008
		Benefname: MHR FUND MANAGEMENT LLC

		For securities:

		UST & Agency Securities:

		BANK OF NEW YORK
		ABA NO 021000018
		A/C BK OF NYC/DBCMV

		Agency MBS (GNMA, FNMA, FHLMC):

		BANK OF NEW YORK
		ABA NO 021000018
		A/C BK OF NYC/DBCMVMBS


Payments to Counterparty:		To be advised

Offices:		The Office of Deutsche for the Transaction is London

THIS MESSAGE WILL BE THE ONLY FORM OF CONFIRMATION DISPATCHED BY US. PLEASE EXECUTE AND RETURN IT VIA EMAIL TO THE CONTACT PROVIDED FOR NOTICES ABOVE. IF YOU WISH TO EXCHANGE HARD COPY FORMS OF THESE CONFIRMATIONS PLEASE CONTACT US.

Please confirm that the foregoing correctly sets forth the terms of our agreement by sending to us a letter or telex substantially similar to this facsimile, which letter or telex sets forth the material terms of each Transaction to which each of these Confirmations relate and indicates your agreement to those terms. Deutsche will make the times of execution of this Transaction available upon request.

Deutsche is regulated by the Financial Services Authority.

We are very pleased to have concluded this Transaction with you.

Kind regards,


Name:		Michael Sanderson


Title:		Managing Director



By:


Name:		Andrew Yaeger



By:


Name:		Andrew Yaeger
Title:		Managing Director



By:


Name:		Michael Sanderson
Title:		Managing Director

Confirmed and Acknowledged as of the date first above written:


Name:
Title:

Deutsche is regulated by the Financial Services Authority.

We are very pleased to have concluded this Transaction with you.

Kind regards,


DEUTSCHE BANK AG, LONDON BRANCH

By:


Name:


Title:



By:


Name:


Title:

DEUTSCHE BANK SECURITIES INC.
acting solely as Agent in connection with this Transaction



By:


Name:


Title:

By:


Name:


Title:

Confirmed and Acknowledged as of the date first above written:

MHR CAPITAL PARTNERS MASTER ACCOUNT LP

BY MHR ADVISORS LLC, ITS GENERAL PARTNER



By:


Name:		Janet Yeung


Title:		Authorized Signatory

ANNEX A

List of Counterparty Persons Who Are to Receive Notices


Name	Telephone	Email
Janet Yeung	212 262 0005	jyeung@mhrfund.com
David Schultz	212 728 5977	dschultz@omm.com
Denis Smith	212 262 0005	dsmith@mhrfund.com

ANNEX B


Spread:		85 basis points per annum

Independent Amount with respect to Counterparty:		On each day from and after the date hereof, Independent Amount with respect to Counterparty shall be 100% of the Notional Amount as of that day (and prior to the Trade Date, the Notional Amount for this purpose will equal the number of Shares hedged on or prior to such date multiplied by the Adjusted Initial Reference Price calculated based on the number of Shares hedged on or prior to such date, assuming (for this purpose only) that the Trade Date used for determining the Hedging Period Day Count Fraction will be September 5, 2012); provided, however, that from and after a date designated by Deutsche by notice to Counterparty (the “Collateral Change Date”), Independent Amount with respect to Counterparty shall be a lesser percentage of Notional Amount as specified by Deutsche.

Exposure:		Prior to the occurrence of the Collateral Change Date, this Transaction will be excluded from the calculation of Exposure for purposes of the Credit Support Annex, thereafter this Confirmation and the Transaction hereunder shall be included in the calculation of Exposure.

Eligible Collateral:		On the Trade Date, and until the Collateral Change Date, Eligible Collateral for Counterparty shall consist of USD Cash only; provided, however, thereafter Eligible Collateral for Counterparty shall consist of any of the types listed as applicable in Section 13(b)(ii) of the Confirmation.

Averaging Dates:		The 15 Exchange Business Days immediately following and including the Final Date, or such other period as the parties may agree. For the avoidance of doubt, Deutsche may extend the Averaging Date period and thereby postpone the Cash Settlement Payment Date for the Transaction to the extent deemed necessary, upon the advice of outside counsel, to comply with Rule 144 under the Securities Act in disposing of any Hedge Position due to any status by Counterparty as an affiliate of the Issuer.

Change in Law:		Applicable, except that (1) the definition of Change in Law shall be amended by adding the following language in the fifth line after “authority),” and before “a party”: “or (C) due to an event that results in any shareholder rights being distributed or becoming separated from shares of common stock or other shares of the capital stock of the Issuer pursuant to a shareholder rights plan or arrangement directed against hostile takeovers that provides upon the occurrence of certain events for a distribution of preferred stock, warrants, debt instruments or stock rights, or (D) due to the Issuer subjecting holders of the Shares to differential treatment with regard to payment of dividends or distributions,” and (2) if only subsection (Y) of the definition is applicable, the sole remedy for Deutsche shall be a Price Adjustment as determined by Deutsche in a commercially reasonable manner.

ANNEX C




				Deutsche Bank AG, London Branch Winchester house 1 Great Winchester St, London EC2N 2DB Telephone: 44 20 7545 8000 c/o Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 Telephone: 212-250-5977 Facsimile: 212-797-8826

[DATE]

[MHR Capital Partners Master Account LP -- Notice details]

RE: Forward Sale Transaction - Our Transaction Reference Number: 491631

Dear Sir / Madam,

As referenced in the Confirmation, dated as of June [ ], 2012, entered into between Deutsche Bank AG, London Branch (“Deutsche”), with Deutsche Bank Securities Inc. as agent, and MHR Capital Partners Master Account LP (“Counterparty”), we hereby include a completed Annex C for the following Transaction.


Trade Date
Number of Shares
Initial Reference Price
Adjusted Initial Reference Price
Notional Amount
Floating Rate for the initial Compounding Period

Any capitalized terms used but not defined herein shall have their respective meanings as assigned in the Confirmation.

Kind regards,

DEUTSCHE BANK AG, LONDON BRANCH


By:
Name:
Title:

By:
Name:
Title:

DEUTSCHE BANK SECURITIES INC.

acting solely as Agent in connection with this Transaction


By:
Name:
Title:

By:
Name:
Title:

EX-99.3 4 d365136dex993.htm FORWARD TRANSACTION AGREEMENT Forward Transaction Agreement

Exhibit 3

Execution Version

FORWARD CONFIRMATION

Deutsche Bank AG, London Branch

Winchester house

1 Great Winchester St, London EC2N 2DB

Telephone: 44 20 7545 8000

c/o Deutsche Bank Securities Inc.

60 Wall Street

New York, NY 10005

Telephone: 212-250-5977

Facsimile: 212-797-8826

June 6, 2012

MHR Capital Partners (100) LP (“Counterparty”)

(Notice details provided on Annex A hereto)

Forward Sale Transaction - Our Transaction Reference Number: 491632

Dear Sir / Madam,

The definitions and provisions contained in the 2006 ISDA Definitions (the “2006 Definitions”) and the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and together with the 2006 Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and a Confirmation, the terms of the Confirmation will govern. All references to a “Swap Transaction” in the 2006 Definitions shall be deemed a reference to a “Share Forward Transaction” for the purposes of this Transaction. This Transaction hereunder constitutes a Share Forward Transaction for the purposes of the Equity Definitions.

2. The terms of the Transaction to which this Confirmation relates are as follows:

General Terms:


Trade Date:		The earlier of (i) the date on which Deutsche or its affiliate completes its hedge in connection with the Transaction as specified in Annex C; provided that, if the Trade Date has not otherwise occurred by September 5, 2012, such date shall be the Trade Date and Deutsche’s or its affiliate’s hedge will be deemed completed as of such date for all purposes hereof and (ii) the date designated by Counterparty by written notice to Deutsche as the Trade Date; provided that such date shall not be earlier than the date such notice has been delivered and in any event not later than September 5, 2012. For the period from the date hereof to the Trade Date, Deutsche will notify the Counterparty in writing via email to Janet Yeung at jyeung@mhrfund.com, copying David Schultz at dschultz@omm.com and Denis Smith at dsmith@mhrfund.com of the number of Shares for which a hedge relates and the price allocable to such hedge no later than by the opening of business on the Exchange Business Day following any Exchange Business Day on which Deutsche or any of its affiliates entered into any hedges with respect to the Transaction.
Final Date:		The date that is twelve (12) months following the Trade Date (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day).

Shares:		The common stock, par value $0.10 per share of Navistar International Corporation (the “Issuer”) (Security Symbol: “NAV”)

Number of Shares:		A number of Shares, which represents the number of Shares Deutsche or its affiliate has hedged in connection with the Transaction up to and including the Trade Date. Upon the occurrence of the Trade Date, Deutsche will send to Counterparty a completed Annex C for the Transaction.


Exchange(s):		New York Stock Exchange, or any successor to such exchange or quotation system.

Related Exchange(s):		All Exchanges

Calculation Agent:		Deutsche

Seller:		Deutsche

Buyer:		Counterparty

Prepayment:		Not Applicable

Variable Obligation:		Not Applicable

Forward Price:		On the Trade Date, the Adjusted Initial Reference Price.

		On each day following the Trade Date, the Forward Price as of the Reset Date immediately preceding such day + (the Forward Price as of the Reset Date immediately preceding such day x applicable Accrual Rate x applicable Floating Rate Day Count Fraction)

Initial Reference Price:		The weighted average price per Share at which Deutsche or its affiliate enters into its hedge in connection with the Transaction plus $0.04 per Share, as specified in Annex C. Upon the occurrence of the Trade Date, Deutsche will send to Counterparty a completed Annex C.

Adjusted Initial Reference Price:		The Initial Reference Price + (the Initial Reference Price x 0.85% x Hedging Period Day Count Fraction)

Hedging Period Day Count Fraction:		The number of days between the Weighted Average Hedge Date and the Trade Date, divided by 360.

Weighted Average Hedge Date:		The average date on which Deutsche establishes its hedge in connection with the Transaction, weighted according to (i) the number of trading days between when Deutsche begins hedging and the Trade Date and (ii) the notional amount hedged by Deutsche on each trading day during such period.

Notional Amount:		The Number of Shares x Forward Price

Accrual Rate:		Floating Rate for the relevant Reset Date plus Spread

Floating Rate Option:		USD-LIBOR-BBA

Floating Rate for the initial Compounding Period:		As specified in Annex C. Upon the occurrence of the Trade Date, Deutsche will send to Counterparty a completed Annex C.

Designated Maturity:		One month

Reset Date:		The Trade Date and the first Business Day of each month

Spread:		As specified in Annex B.

Independent Amount with respect to Counterparty:		As specified in Annex B.

Floating Rate Day Count Fraction:		Actual/360

Compounding:		Applicable, as provided in “Forward Price” above.


Business Day:		New York and London.

Dividend Payment:		With respect to any cash dividend or cash distribution on the Shares for which the Record Date occurs during the Dividend Period, Deutsche shall pay such dividend to Counterparty on the Dividend Payment Date; provided that for any dividend for which the ex dividend date occurs during the Averaging Date period, Deutsche shall pay an amount equal to the dividends paid on such fraction of the Number of Shares equal to the number of Averaging Dates remaining on the date the Shares begin trading ex dividend (including the date on which the Shares begin trading ex dividend) divided by the total number of Averaging Dates.

Dividend Payment Date:		In respect of any cash dividend or cash distribution on the Shares, the Dividend Receipt Date (or if such day is not a Currency Business Day, the Currency Business Day immediately following such date).

Dividend Receipt Date:		The date of receipt of a dividend by holders of record.

Record Date:		Each relevant date of determination of holder of record status.

Dividend Amount:		The Record Amount x Number of Shares (as such Number of Shares may be reduced by (i) early termination or (ii) the unwind of Shares during the period of Averaging Dates as described in “Dividend Payment” above).

Dividend Period:		The period commencing on and including the Clearance System Business Day that is one Settlement Cycle following the Trade Date for the relevant Transaction and ending on but excluding (x) the Cash Settlement Payment Date, if Cash Settlement applies or (y) the Settlement Date, if Physical Settlement applies.

Share Dividend Elections:		In the event that a dividend is payable in either cash or property or a combination thereof at the election of a person who would be a holder of record of such Shares, the Dividend Amount shall be determined as if no election were made pursuant to the election default provision set forth in the documents relating to the payment of dividends on the Shares.

Valuation:

Valuation Time:		At the 4:00 p.m. close of trading on the Exchange.

Valuation Date:		The final Averaging Date for the Transaction.

Averaging Dates:		As specified in Annex B.

Averaging Date Disruption:		Modified Postponement

Settlement Terms:

Settlement Method Election:		Applicable.

Electing Party:		Counterparty

Settlement Method Election Date:		The second (2nd) Scheduled Trading Day prior to the Final Date for the Transaction.


Default Settlement Method:		Physical Settlement.

Settlement Currency:		USD

Settlement Price:		The Relevant Price minus $0.04

Relevant Price:		The arithmetic average of the prices calculated on each Averaging Date as the volume weighted average price per Share for all trades in the Shares on the Exchange from 9:30 a.m. New York time until 4:00 p.m. New York time on such day (calculated using Bloomberg’s service or, if such service is not available, another method reasonably determined in good faith by the Calculation Agent, whose determination shall be final and binding unless it is unreasonable).

Forward Cash Settlement Amount:		(Settlement Price x Number of Shares) – (Number of Shares x Forward Price). For this purpose, the Forward Price shall be the arithmetic average of the Forward Prices calculated on the date that is one Settlement Cycle following each Averaging Date.

Cash Settlement:		If Cash Settlement applies, and: (i) the Forward Cash Settlement Amount is a positive number, then Deutsche shall pay to Counterparty the Forward Cash Settlement Amount on the relevant Cash Settlement Payment Date; and (ii) the Forward Cash Settlement Amount is a negative number, then Counterparty shall pay to Deutsche the absolute value of the Forward Cash Settlement Amount on the relevant Cash Settlement Payment Date.

Cash Settlement Payment Date:		Three (3) Currency Business Days after the Valuation Date.

Physical Settlement:		If Physical Settlement applies, on the Settlement Date, Counterparty will pay to Deutsche an amount equal to the Forward Price multiplied by the Number of Shares, and Deutsche will deliver to Counterparty the Number of Shares (rounded down to the nearest whole Share) and pay the Fractional Share Amount, if any.

Settlement Date:		If Physical Settlement applies, the date that is one Settlement Cycle following the Final Date.

Share Adjustments:

Method of Adjustment:		Calculation Agent Adjustment

Extraordinary Events:

New Shares:		The definition of “New Shares” in Section 12.1(i) of the Equity Definitions shall apply; provided, however, that: (a) if the Exchange mentioned therein is located in the United States, the definition of “New Shares” shall be amended by deleting subsection (i) in its entirety and replacing it with the following: “(i) publicly quoted, traded or listed on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors)”.

Consequences of Merger Events:

(a) Share-for-Share:		Modified Calculation Agent Adjustment


(b) Share-for-Other:		Modified Calculation Agent Adjustment

(c) Share-for-Combined:		Modified Calculation Agent Adjustment

Tender Offer:		Applicable

Consequences of Tender Offers:

(a) Share-for-Share:		Modified Calculation Agent Adjustment; provided that, prior to the occurrence of a Collateral Change Date, Deutsche will not be permitted to adjust the collateral terms thereunder.

(b) Share-for-Other:		Modified Calculation Agent Adjustment; provided that, prior to the occurrence of a Collateral Change Date, Deutsche will not be permitted to adjust the collateral terms thereunder.

(c) Share-for-Combined:		Modified Calculation Agent Adjustment; provided that, prior to the occurrence of a Collateral Change Date, Deutsche will not be permitted to adjust the collateral terms thereunder.

Additional Tender Offer Terms:		Deutsche and Counterparty each acknowledges that if, during the term of this Transaction, (i) the Shares that are the subject of the Transaction are, or become, the subject of a Tender Offer and (ii) either party hereto owns a hedge with respect to such Shares and elects to participate in such Tender Offer, then, notwithstanding anything set forth to the contrary herein or in the Equity Definitions, that Transaction may not be terminated during the period from and including the Tender Offer Expiration Date (as defined below) up to but excluding the Tender Offer Date. For the purpose hereof, the following term shall have the meaning indicated below:

		“Tender Offer Expiration Date” shall mean the date as of which a theoretical holder of the Shares is no longer permitted to withdraw its Shares tendered pursuant to such Tender Offer, as provided in the documents related to such Tender Offer (subject to any extensions as provided pursuant to the documents related to such Tender Offer).

Composition of Combined Consideration:		Inapplicable

Nationalisation, Insolvency or Delisting:		Cancellation and Payment

Shareholder Rights Plan:		With respect to the above Share Adjustments and Extraordinary Events, upon the occurrence of an event described in Section 11.2(e)(vi) of the Equity Definitions (including the issuance of Shares under a so-called “poison pill”) that occurs as a direct result of an acquisition of Shares, or a derivative or equivalent transaction involving the Shares, by the Counterparty or its affiliated funds in excess of the ownership threshold specified in such shareholder rights plan that triggers such Share Adjustment or Extraordinary Event, Deutsche shall not be obligated to adjust the Number of Shares or other terms hereunder to reflect such event, and without limiting the foregoing, the Number of Shares deliverable by Deutsche hereunder will be determined exclusive of additional Shares or rights with respect thereto delivered to other holders of Shares as a result of such event.


Modified Calculation Agent Adjustment:		For the avoidance of doubt, and without limiting the other provisions of the definition thereof, Modified Calculation Agent Adjustment will permit the Calculation Agent to adjust the collateral terms of the Transaction; provided that, prior to the occurrence of a Collateral Change Date, Deutsche will not be permitted to adjust the collateral terms thereunder.

Additional Disruption Events:

Change in Law:		As specified in Annex B.

Insolvency Filing:		Applicable

Determining Party:		Deutsche

Additional Termination Events:

Optional Early Termination:		Counterparty may upon two (2) Scheduled Trading Day’s prior notice (or such earlier time as the parties may agree) to Deutsche, terminate the Transaction, in whole or in part, by designating any Scheduled Trading Day as the “Optional Early Termination Final Date” for the Transaction or portion thereof. If the Counterparty gives notice of election of an Optional Early Termination, Counterparty will simultaneously be required to give notice of settlement method. For the avoidance of doubt, if such right is exercised pursuant to the terms hereof, with respect to the Transaction or that portion of the Transaction that is terminated, (1) the Optional Early Termination Final Date shall be deemed to be the Final Date (subject to Disrupted Day provisions, if applicable), (2) the Optional Early Termination Settlement Date (as defined below) shall be deemed to be the Cash Settlement Payment Date or Settlement Date, as applicable, (3) the Settlement Price shall be calculated in accordance with “Settlement Terms” above as if the Optional Early Termination Final Date were the Final Date, and (4) the Calculation Agent shall make the calculations described under “Valuation” and “Settlement Terms” above with respect to all or a portion of the Transaction being terminated, as applicable, and the remainder of the Transaction shall continue in accordance with its terms.

Optional Early Termination Settlement Date:		One (1) Clearance System Business Day following the Optional Early Termination Final Date, in the case of Physical Settlement, or three (3) Currency Business Days following the Valuation Date, in the case of Cash Settlement.

Consequences of Early Termination, Extraordinary Events, Additional Disruption Events or Additional Termination Events:

Settlement:		Notwithstanding anything else in the Equity Definitions or the Agreement, upon the occurrence of a Termination Event, an Extraordinary Event, an Additional Disruption Event or an Additional Termination Event (other than an Optional Early Termination), with respect to the Transaction or any portion of the Transaction, then with respect to the Transaction or any


		portion of the Transaction that is terminated, (1) the Final Date shall be deemed to have occurred on the date that is thirty (30) Exchange Business Days from the date of such occurrence (provided, however, that (a) the parties may agree to modify such date and (b) with respect to a Termination Event, Additional Termination Event or Additional Disruption Event, Deutsche may elect to shorten such period by up to 25 Exchange Business Days, with Counterparty’s consent, or lengthen such period by up to 10 Exchange Business Days, without Counterparty’s consent), (2) the parties shall settle the Transaction or the portion of the Transaction that is terminated as if the provisions of the Equity Definitions and “Valuation” and “Settlement Terms” above were applicable on such deemed Final Date, using the deemed Final Date to calculate the deemed Cash Settlement Payment Date or Settlement Date, (3) the Settlement Price shall be calculated in accordance with “Settlement Terms” above as if the deemed Final Date were the Final Date (except if the Shares are not listed or quoted on the Exchange or a Related Exchange or in the event of termination due to Nationalization or Insolvency, the Settlement Price shall be calculated by reference to an objective measure as determined by the Calculation Agent), and (4) the Calculation Agent shall make the calculations described under “Valuation” and “Settlement Terms” above with respect to all or a portion of the Transaction being terminated, as applicable, and the remainder of the Transaction shall continue in accordance with its terms. In connection with any such early termination, Deutsche will use reasonable efforts to effect Physical Settlement to the extent Counterparty is then legally permitted to acquire the relevant Shares and has elected Physical Settlement.

Assignment:

Section 7 of the Agreement is hereby modified as follows:

Representations:


Non-Reliance:		Applicable

Agreement and Acknowledgments		Applicable
Regarding Hedging Activities:

Additional Acknowledgments:		Applicable

Miscellaneous:

101(53B) of the Bankruptcy Code; (C) any cash, securities or other property provided as performance assurance, credit support or collateral with respect to each Transaction constitute “margin payments” as defined in Section 741(5) of the Bankruptcy Code and “transfers” as defined in Section 101(54) of the Bankruptcy Code under a “swap agreement;” and (D) all payments for, under or in connection with each Transaction at settlement or early termination of all or any portion of a Transaction constitute “settlement payments” as defined in Section 741(8) of the Bankruptcy Code under a “securities contract” and “transfers” as defined in Section 101(54) of the Bankruptcy Code under a “swap agreement.”

Mutual Representations. Each of Deutsche and Counterparty represents and warrants to the other party that:

—

Counterparty Representations, Acknowledgements and Agreements. Counterparty represents, warrants, acknowledges and agrees with Deutsche that:

(i)

Counterparty is not as of the date hereof and as of the Trade Date, and will not be after giving effect to the Transaction contemplated hereby, insolvent;

(ii)

Counterparty will comply with its filing obligations under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

(iii)

(iv)

(v)

(vi)

(vii)

As of June 6, 2012, Counterparty is not an affiliate of the Issuer (as defined in Rule 144 under the Securities Act).

Additional Provisions.

Governing law: The law of the State of New York.

Modifications to Paragraph 13 of the Credit Support Annex:

Paragraph 13. Elections and Variables.

(b) Credit Support Obligations.

(i) Delivery Amount, Return Amount and Credit Support Amount.

(A) “Delivery Amount” has the meaning specified in Paragraph 3(a).

(B) “Return Amount” has the meaning specified in Paragraph 3(b).

(ii) Eligible Collateral. Except as otherwise provided in Annex B, the following items will qualify as “Eligible Collateral” for the party specified:


		Deutsche	Counterparty	Valuation Percentage
(A)	Cash	[X]	[X]	100%

(B)	negotiable debt obligations issued by the U.S. Treasury Department having a remaining maturity of less than one year	[X]	[X]	99%

(C)	negotiable debt obligations issued by the U.S. Treasury Department having a remaining maturity of 1-10 years	[ ]	[ ]	97%

(D)	negotiable debt obligations issued by the U.S. Treasury Department having a remaining maturity of more than 10 years	[ ]	[ ]	95%


(E)	single-class mortgage participation certificates (“FHLMC Certificates”) in book-entry form backed by single-family residential mortgage loans, the full and timely payment of interest at the applicable certificate rate and the ultimate collection of principal of which are guaranteed by the Federal Home Loan Mortgage Corporation (excluding Real Estate Mortgage Investment Conduit (“REMIC”) or other multi-class pass-through certificates, collateralized mortgage obligations, pass-through certificates backed by adjustable rate mortgages, securities paying interest or principal only and similar derivative securities);	[ ]	[ ]	90%

(F)	single-class mortgage pass-through certificates (“FNMA Certificates”) in book-entry form backed by single-family residential mortgage loans, the full and timely payment of interest at the applicable certificate rate and ultimate collection of principal of which are guaranteed by the Federal National Mortgage Association (excluding REMIC or other multi-class pass-through certificates, pass-through certificates backed by adjustable rate mortgages collateralized mortgage obligations, securities paying interest or principal only and similar derivative securities);	[ ]	[ ]	90%

(G)	single-class fully modified pass-through certificates (“GNMA Certificates” in book-entry form backed by single-family residential mortgage loans, the full and timely payment of principal and interest of which is guaranteed by the Government National Mortgage Association (excluding REMIC or other multi-class pass-through certificates, collateralized mortgage obligations, pass-through certificates backed by adjustable rate mortgages, securities paying interest or principal only and similar derivatives securities).	[ ]	[ ]	90%

(H)	Such other collateral as Deutsche and Counterparty may agree.	[ X ]	[ X ]	As may be agreed.

(iii) Other Eligible Support. The following items will qualify as “Other Eligible Support” for the party specified: Not Applicable.

(iv) Thresholds.

(A)

“Independent Amount” means with respect to Deutsche: Zero

“Independent Amount” means with respect to Counterparty for the Transaction under this Agreement: as specified in Annex B.

(B)

“Threshold” means with respect to Deutsche: Inapplicable

“Threshold” means with respect to Counterparty: Zero

(C)

“Minimum Transfer Amount” means with respect to Counterparty: the lesser of $500,000 and 1.0% of the closing price per Share on the preceding Exchange Business Day multiplied by the Number of Shares (as such amount may be reduced upon early termination or settlement); provided, however, that the Minimum Transfer Amount for Counterparty shall be $0 upon the occurrence and during the continuance of an Event of Default, Potential Event of Default, Termination Event, Additional Termination Event (other than an Optional Early Termination) or Specified Condition with respect to Counterparty.

(D)

Rounding. The Delivery Amount and the Return Amount will be rounded up and down respectively to the nearest integral multiple of $50,000.

(i) “Valuation Agent” means: Deutsche.

(ii) “Valuation Date” means: each Local Business Day.

(iii) “Valuation Time” means: the close of business on the Local Business Day before the Valuation Date or date of calculation, as applicable; provided that the calculations of Value and Exposure will be made as of approximately the same time on the same date.

(iv) “Notification Time” means 10:00 a.m., New York time, on a Local Business Day.


	Deutsche	Counterparty

Illegality	[X]	[X]
Tax Event	[ ]	[ ]
Tax Event Upon Merger	[ ]	[ ]
Credit Event Upon Merger	[X]	[X]
Additional Termination Event	[ ]	[ ]

(e) Substitution.

(i) “Substitution Date” has the meaning specified in Paragraph 4(d)(ii).

(ii) Consent. If specified here as applicable, then the Pledgor must obtain the Secured Party’s consent for any substitution pursuant to Paragraph 4(d): Inapplicable

(f) Dispute Resolution.

(i)

“Resolution Time” means 1:00 p.m., New York time, on the Local Business Day following the date on which the notice is given that gives rise to a dispute under Paragraph 5.

(ii)

Value. For the purpose of Paragraphs 5(i)(C) and 5(ii), the Value of Posted Credit Support will be calculated as follows: as set forth for other purposes in Paragraph 12.

(iii)

(g) Holding and Using Posted Collateral.

(A) Deutsche is not a Defaulting Party.

(B) Posted Collateral consisting of certificated securities must be held in New York.

Initially, the Custodian for Deutsche is: Deutsche Bank Securities Inc.

(h) Distributions and Interest Amount.

(iii) Alternative to Interest Amount. The provisions of Paragraph 6(d)(ii) will apply.

(i) Other Eligible Support and Other Posted Support.

(i) “Value” with respect to Other Eligible Support and Other Posted Support means: Inapplicable.

(ii) “Transfer” with respect to Other Eligible Support and Other Posted Support means: Inapplicable.

(j) Demands and Notices. All demands, specifications and notices hereunder will be made pursuant to the Notices Section of the Agreement, unless otherwise specified here:


Deutsche:		Deutsche Bank AG, London Branch
		c/o Deutsche Bank Securities Inc.
		60 Wall Street
		New York, NY 10005
Attention:		Andrew Yaeger and Paul Stowell

		Telephone: (212) 250-2717
		Electronic Mail: Andrew.Yaeger@db.com, Paul.Stowell@db.com

(k) Addresses for Transfers.


Deutsche:		See Payments to Deutsche under Section 3 below.

Counterparty:		To be advised


Account Details:

Payments to Deutsche:		For USD Cash Payments:

		DEUTSCHE BANK TRUST CO
		ABA NO 021001033
		A/C 01478137
		Account Name: Collateral Management & Valuations
		Benefnumb: 117576730008
		Benefname: MHR FUND MANAGEMENT LLC

		For securities:

		UST & Agency Securities:

		BANK OF NEW YORK
		ABA NO 021000018
		A/C BK OF NYC/DBCMV

		Agency MBS (GNMA, FNMA, FHLMC):

		BANK OF NEW YORK
		ABA NO 021000018
		A/C BK OF NYC/DBCMVMBS


Payments to Counterparty:		To be advised

Offices:		The Office of Deutsche for the Transaction is London

Deutsche is regulated by the Financial Services Authority.

We are very pleased to have concluded this Transaction with you.

Kind regards,

DEUTSCHE BANK AG, LONDON BRANCH


By:


Name:		Michael Sanderson
Title:		Managing Director


By:


Name:		Andrew Yaeger
Title:		Managing Director

DEUTSCHE BANK SECURITIES INC.

acting solely as Agent in connection with this Transaction


By:


Name:		Andrew Yaeger
Title:		Managing Director


By:


Name:		Michael Sanderson
Title:		Managing Director

Confirmed and Acknowledged as of the date first above written:

MHR CAPITAL PARTNERS (100) LP

BY MHR ADVISORS LLC, ITS GENERAL PARTNER


By:


Name:
Title:

Deutsche is regulated by the Financial Services Authority.

We are very pleased to have concluded this Transaction with you.

Kind regards,

DEUTSCHE BANK AG, LONDON BRANCH


By:


Name:
Title:


By:


Name:
Title:

DEUTSCHE BANK SECURITIES INC.

acting solely as Agent in connection with this Transaction


By:


Name:
Title:


By:


Name:
Title:

Confirmed and Acknowledged as of the date first above written:

MHR CAPITAL PARTNERS (100) LP

BY MHR ADVISORS LLC, ITS GENERAL PARTNER


By:


Name:		Janet Yeung
Title:		Authorized Signatory

ANNEX A

List of Counterparty Persons Who Are to Receive Notices


Name	Telephone	Email
Janet Yeung	212 262 0005	jyeung@mhrfund.com
David Schultz	212 728 5977	dschultz@omm.com
Denis Smith	212 262 0005	dsmith@mhrfund.com

ANNEX B


Spread:		85 basis points per annum

Independent Amount with respect to Counterparty:		On each day from and after the date hereof, Independent Amount with respect to Counterparty shall be 100% of the Notional Amount as of that day (and prior to the Trade Date, the Notional Amount for this purpose will equal the number of Shares hedged on or prior to such date multiplied by the Adjusted Initial Reference Price calculated based on the number of Shares hedged on or prior to such date, assuming (for this purpose only) that the Trade Date used for determining the Hedging Period Day Count Fraction will be September 5, 2012); provided, however, that from and after a date designated by Deutsche by notice to Counterparty (the “Collateral Change Date”), Independent Amount with respect to Counterparty shall be a lesser percentage of Notional Amount as specified by Deutsche.

Exposure:		Prior to the occurrence of the Collateral Change Date, this Transaction will be excluded from the calculation of Exposure for purposes of the Credit Support Annex, thereafter this Confirmation and the Transaction hereunder shall be included in the calculation of Exposure.

Eligible Collateral:		On the Trade Date, and until the Collateral Change Date, Eligible Collateral for Counterparty shall consist of USD Cash only; provided, however, thereafter Eligible Collateral for Counterparty shall consist of any of the types listed as applicable in Section 13(b)(ii) of the Confirmation.

Averaging Dates:		The 15 Exchange Business Days immediately following and including the Final Date, or such other period as the parties may agree. For the avoidance of doubt, Deutsche may extend the Averaging Date period and thereby postpone the Cash Settlement Payment Date for the Transaction to the extent deemed necessary, upon the advice of outside counsel, to comply with Rule 144 under the Securities Act in disposing of any Hedge Position due to any status by Counterparty as an affiliate of the Issuer.

Change in Law:		Applicable, except that (1) the definition of Change in Law shall be amended by adding the following language in the fifth line after “authority),” and before “a party”: “or (C) due to an event that results in any shareholder rights being distributed or becoming separated from shares of common stock or other shares of the capital stock of the Issuer pursuant to a shareholder rights plan or arrangement directed against hostile takeovers that provides upon the occurrence of certain events for a distribution of preferred stock, warrants, debt instruments or stock rights, or (D) due to the Issuer subjecting holders of the Shares to differential treatment with regard to payment of dividends or distributions,” and (2) if only subsection (Y) of the definition is applicable, the sole remedy for Deutsche shall be a Price Adjustment as determined by Deutsche in a commercially reasonable manner.

ANNEX C

LOGO

Deutsche Bank AG, London Branch

Winchester house

1 Great Winchester St, London EC2N 2DB

Telephone: 44 20 7545 8000

c/o Deutsche Bank Securities Inc.

60 Wall Street

New York, NY 10005

Telephone: 212-250-5977

Facsimile: 212-797-8826

[DATE]

[MHR Capital Partners (100) LP -- Notice details]

RE: Forward Sale Transaction - Our Transaction Reference Number: 491632

Dear Sir / Madam,

As referenced in the Confirmation, dated as of June [ ], 2012, entered into between Deutsche Bank AG, London Branch (“Deutsche”), with Deutsche Bank Securities Inc. as agent, and MHR Capital Partners (100) LP (“Counterparty”), we hereby include a completed Annex C for the following Transaction.


Trade Date
Number of Shares
Initial Reference Price
Adjusted Initial Reference Price
Notional Amount
Floating Rate for the initial Compounding Period

Any capitalized terms used but not defined herein shall have their respective meanings as assigned in the Confirmation.

Kind regards,

DEUTSCHE BANK AG, LONDON BRANCH


By:


Name:
Title:


By:


Name:
Title:

DEUTSCHE BANK SECURITIES INC.

acting solely as Agent in connection with this Transaction


By:


Name:
Title:


By:


Name:
Title:

EX-99.4 5 d365136dex994.htm AMENDED AND RESTATED FORWARD TRANSACTION AGREEMENT Amended and Restated Forward Transaction Agreement

Exhibit 4

AMENDED AND RESTATED

Execution Version

FORWARD CONFIRMATION



				Deutsche Bank AG, London Branch Winchester house 1 Great Winchester St, London EC2N 2DB Telephone: 44 20 7545 8000
				c/o Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 Telephone: 212-250-5977 Facsimile: 212-797-8826

June 12, 2012

MHR Institutional Partners III LP (“Counterparty”)

(Notice details provided on Annex A hereto)

Forward Sale Transaction - Our Transaction Reference Number: 491201

Dear Sir / Madam,

This Amended and Restated Confirmation (the “Confirmation”) amends and restates in its entirety the terms and conditions of a transaction (the “Transaction”) entered into on June 6, 2012 between Deutsche Bank AG, London Branch (“Deutsche”), with Deutsche Bank Securities Inc. as agent, and Counterparty, and together with the terms for the Transaction described in Annex C hereto constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below with respect to each Transaction. The Confirmation and the terms of the Transaction as set forth on Annex C together constitute the entire agreement and understanding of the parties with respect to the subject matter and terms of the Transaction and supersede all prior or contemporaneous written and oral communications with respect thereto.

DEUTSCHE BANK AG, LONDON BRANCH IS NOT REGISTERED AS A BROKER OR DEALER UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. DEUTSCHE BANK SECURITIES INC. ("DBSI") HAS ACTED SOLELY AS AGENT IN CONNECTION WITH ANY TRANSACTION HEREUNDER AND HAS NO OBLIGATION, BY WAY OF ISSUANCE, ENDORSEMENT, GUARANTEE OR OTHERWISE WITH RESPECT TO THE PERFORMANCE OF EITHER PARTY UNDER SUCH TRANSACTION. AS SUCH, ALL DELIVERY OF FUNDS, ASSETS, NOTICES, DEMANDS AND COMMUNICATIONS OF ANY KIND RELATING TO EACH TRANSACTION HEREUNDER BETWEEN DEUTSCHE AND COUNTERPARTY SHALL BE TRANSMITTED EXCLUSIVELY THROUGH DBSI. DEUTSCHE BANK AG, LONDON BRANCH IS NOT A MEMBER OF THE SECURITIES INVESTOR PROTECTION CORPORATION (SIPC).

The definitions and provisions contained in the 2006 ISDA Definitions (the “2006 Definitions”) and the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and together with the 2006 Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and a Confirmation, the terms of the Confirmation will govern. All references to a “Swap Transaction” in the 2006 Definitions shall be deemed a reference to a “Share Forward Transaction” for the purposes of this Transaction. This Transaction hereunder constitutes a Share Forward Transaction for the purposes of the Equity Definitions.

2. The terms of the Transaction to which this Confirmation relates are as follows:

General Terms:


Trade Date:		The earlier of (i) the date on which Deutsche or its affiliate completes its hedge in connection with the Transaction as specified in Annex C; provided that, if the Trade Date has not otherwise occurred by September 5, 2012, such date shall be the Trade Date and Deutsche’s or its affiliate’s hedge will be deemed completed as of such date for all purposes hereof and (ii) the date designated by Counterparty by written notice to Deutsche as the Trade Date; provided that such date shall not be earlier than the date such notice has been delivered and in any event not later than September 5, 2012. For the period from the date hereof to the Trade Date, Deutsche will notify the Counterparty in writing via email to Janet Yeung at jyeung@mhrfund.com, copying David Schultz at dschultz@omm.com and Denis Smith at dsmith@mhrfund.com of the number of Shares for which a hedge relates and the price allocable to such hedge no later than by the opening of business on the Exchange Business Day following any Exchange Business Day on which Deutsche or any of its affiliates entered into any hedges with respect to the Transaction.
Final Date:		The date that is twelve (12) months following the Trade Date (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day).

Shares:		The common stock, par value $0.10 per share of Navistar International Corporation (the “Issuer”) (Security Symbol: “NAV”)

Number of Shares:		A number of Shares, which represents the number of Shares Deutsche or its affiliate has hedged in connection with the Transaction up to and including the Trade Date. Upon the occurrence of the Trade Date, Deutsche will send to Counterparty a completed Annex C for the Transaction.


Exchange(s):		New York Stock Exchange, or any successor to such exchange or quotation system.

Related Exchange(s):		All Exchanges

Calculation Agent:		Deutsche

Seller:		Deutsche

Buyer:		Counterparty

Prepayment:		Not Applicable

Variable Obligation:		Not Applicable

Forward Price:		On the Trade Date, the Adjusted Initial Reference Price.

		On each day following the Trade Date, the Forward Price as of the Reset Date immediately preceding such day + (the Forward Price as of the Reset Date immediately preceding such day x applicable Accrual Rate x applicable Floating Rate Day Count Fraction)

Initial Reference Price:		The weighted average price per Share at which Deutsche or its affiliate enters into its hedge in connection with the Transaction plus $0.04 per Share, as specified in Annex C. Upon the occurrence of the Trade Date, Deutsche will send to Counterparty a completed Annex C.

Adjusted Initial Reference Price:		The Initial Reference Price + (the Initial Reference Price x 0.85% x Hedging Period Day Count Fraction)

Hedging Period Day Count Fraction:		The number of days between the Weighted Average Hedge Date and the Trade Date, divided by 360.

Weighted Average Hedge Date:		The average date on which Deutsche establishes its hedge in connection with the Transaction, weighted according to (i) the number of trading days between when Deutsche begins hedging and the Trade Date and (ii) the notional amount hedged by Deutsche on each trading day during such period.

Notional Amount:		The Number of Shares x Forward Price

Accrual Rate:		Floating Rate for the relevant Reset Date plus Spread

Floating Rate Option:		USD-LIBOR-BBA

Floating Rate for the initial Compounding Period:		As specified in Annex C. Upon the occurrence of the Trade Date, Deutsche will send to Counterparty a completed Annex C.

Designated Maturity:		One month

Reset Date:		The Trade Date and the first Business Day of each month

Spread:		As specified in Annex B.

Independent Amount with respect to Counterparty:		As specified in Annex B.

Floating Rate Day Count Fraction:		Actual/360

Compounding:		Applicable, as provided in “Forward Price” above.


Business Day:		New York and London.

Dividend Payment:		With respect to any cash dividend or cash distribution on the Shares for which the Record Date occurs during the Dividend Period, Deutsche shall pay such dividend to Counterparty on the Dividend Payment Date; provided that for any dividend for which the ex dividend date occurs during the Averaging Date period, Deutsche shall pay an amount equal to the dividends paid on such fraction of the Number of Shares equal to the number of Averaging Dates remaining on the date the Shares begin trading ex dividend (including the date on which the Shares begin trading ex dividend) divided by the total number of Averaging Dates.

Dividend Payment Date:		In respect of any cash dividend or cash distribution on the Shares, the Dividend Receipt Date (or if such day is not a Currency Business Day, the Currency Business Day immediately following such date).

Dividend Receipt Date:		The date of receipt of a dividend by holders of record.

Record Date:		Each relevant date of determination of holder of record status.

Dividend Amount:		The Record Amount x Number of Shares (as such Number of Shares may be reduced by (i) early termination or (ii) the unwind of Shares during the period of Averaging Dates as described in “Dividend Payment” above).

Dividend Period:		The period commencing on and including the Clearance System Business Day that is one Settlement Cycle following the Trade Date for the relevant Transaction and ending on but excluding (x) the Cash Settlement Payment Date, if Cash Settlement applies or (y) the Settlement Date, if Physical Settlement applies.

Share Dividend Elections:		In the event that a dividend is payable in either cash or property or a combination thereof at the election of a person who would be a holder of record of such Shares, the Dividend Amount shall be determined as if no election were made pursuant to the election default provision set forth in the documents relating to the payment of dividends on the Shares.

Valuation:


Valuation Time:		At the 4:00 p.m. close of trading on the Exchange.

Valuation Date:		The final Averaging Date for the Transaction.

Averaging Dates:		As specified in Annex B.

Averaging Date Disruption:		Modified Postponement

Settlement Terms:


Settlement Method Election:		Applicable; provided that it shall be a condition to Counterparty’s right to elect Physical Settlement that, at the time of such election, all required filings and any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, have been made or have expired, as applicable (the “HSR Act Condition”).


Electing Party:		Counterparty

Settlement Method Election Date:		The second (2nd) Scheduled Trading Day prior to the Final Date for the Transaction.

Default Settlement Method:		Upon satisfaction of the HSR Act Condition, Physical Settlement; prior to that time, Cash Settlement.

Settlement Currency:		USD

Settlement Price:		The Relevant Price minus $0.04

Relevant Price:		The arithmetic average of the prices calculated on each Averaging Date as the volume weighted average price per Share for all trades in the Shares on the Exchange from 9:30 a.m. New York time until 4:00 p.m. New York time on such day (calculated using Bloomberg’s service or, if such service is not available, another method reasonably determined in good faith by the Calculation Agent, whose determination shall be final and binding unless it is unreasonable).

Forward Cash Settlement Amount:		(Settlement Price x Number of Shares) – (Number of Shares x Forward Price). For this purpose, the Forward Price shall be the arithmetic average of the Forward Prices calculated on the date that is one Settlement Cycle following each Averaging Date.

Cash Settlement:		If Cash Settlement applies, and:

		(i) the Forward Cash Settlement Amount is a positive number, then Deutsche shall pay to Counterparty the Forward Cash Settlement Amount on the relevant Cash Settlement Payment Date; and

		(ii) the Forward Cash Settlement Amount is a negative number, then Counterparty shall pay to Deutsche the absolute value of the Forward Cash Settlement Amount on the relevant Cash Settlement Payment Date.

Cash Settlement Payment Date:		Three (3) Currency Business Days after the Valuation Date.

Physical Settlement:		If Physical Settlement applies, on the Settlement Date, Counterparty will pay to Deutsche an amount equal to the Forward Price multiplied by the Number of Shares, and Deutsche will deliver to Counterparty the Number of Shares (rounded down to the nearest whole Share) and pay the Fractional Share Amount, if any.

Settlement Date:		If Physical Settlement applies, the date that is one Settlement Cycle following the Final Date.

Share Adjustments:


Method of Adjustment:		Calculation Agent Adjustment

Extraordinary Events:


New Shares:		The definition of “New Shares” in Section 12.1(i) of the Equity Definitions shall apply; provided, however, that:

		(a) if the Exchange mentioned therein is located in the United States, the definition of “New Shares” shall be amended by deleting subsection (i) in its entirety and replacing it with the following: “(i) publicly quoted, traded or listed on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors)”.

Consequences of Merger Events:

(a) Share-for-Share:		Modified Calculation Agent Adjustment

(b) Share-for-Other:		Modified Calculation Agent Adjustment

(c) Share-for-Combined:		Modified Calculation Agent Adjustment

Tender Offer:		Applicable

Consequences of Tender Offers:

(a) Share-for-Share:		Modified Calculation Agent Adjustment; provided that, prior to the occurrence of a Collateral Change Date, Deutsche will not be permitted to adjust the collateral terms thereunder.

(b) Share-for-Other:		Modified Calculation Agent Adjustment; provided that, prior to the occurrence of a Collateral Change Date, Deutsche will not be permitted to adjust the collateral terms thereunder.

(c) Share-for-Combined:		Modified Calculation Agent Adjustment; provided that, prior to the occurrence of a Collateral Change Date, Deutsche will not be permitted to adjust the collateral terms thereunder.

Additional Tender Offer Terms:		Deutsche and Counterparty each acknowledges that if, during the term of this Transaction, (i) the Shares that are the subject of the Transaction are, or become, the subject of a Tender Offer and (ii) either party hereto owns a hedge with respect to such Shares and elects to participate in such Tender Offer, then, notwithstanding anything set forth to the contrary herein or in the Equity Definitions, that Transaction may not be terminated during the period from and including the Tender Offer Expiration Date (as defined below) up to but excluding the Tender Offer Date. For the purpose hereof, the following term shall have the meaning indicated below:

		“Tender Offer Expiration Date” shall mean the date as of which a theoretical holder of the Shares is no longer permitted to withdraw its Shares tendered pursuant to such Tender Offer, as provided in the documents related to such Tender Offer (subject to any extensions as provided pursuant to the documents related to such Tender Offer).

Composition of Combined Consideration:		Inapplicable

Nationalisation, Insolvency or Delisting:		Cancellation and Payment

Shareholder Rights Plan:		With respect to the above Share Adjustments and Extraordinary


		Events, upon the occurrence of an event described in Section 11.2(e)(vi) of the Equity Definitions (including the issuance of Shares under a so-called “poison pill”) that occurs as a direct result of an acquisition of Shares, or a derivative or equivalent transaction involving the Shares, by the Counterparty or its affiliated funds in excess of the ownership threshold specified in such shareholder rights plan that triggers such Share Adjustment or Extraordinary Event, Deutsche shall not be obligated to adjust the Number of Shares or other terms hereunder to reflect such event, and without limiting the foregoing, the Number of Shares deliverable by Deutsche hereunder will be determined exclusive of additional Shares or rights with respect thereto delivered to other holders of Shares as a result of such event.

Modified Calculation Agent Adjustment:		For the avoidance of doubt, and without limiting the other provisions of the definition thereof, Modified Calculation Agent Adjustment will permit the Calculation Agent to adjust the collateral terms of the Transaction; provided that, prior to the occurrence of a Collateral Change Date, Deutsche will not be permitted to adjust the collateral terms thereunder.

Additional Disruption Events:


Change in Law:		As specified in Annex B.

Insolvency Filing:		Applicable

Determining Party:		Deutsche

Additional Termination Events:


Optional Early Termination:		Counterparty may upon two (2) Scheduled Trading Day’s prior notice (or such earlier time as the parties may agree) to Deutsche, terminate the Transaction, in whole or in part, by designating any Scheduled Trading Day as the “Optional Early Termination Final Date” for the Transaction or portion thereof. If the Counterparty gives notice of election of an Optional Early Termination, Counterparty will simultaneously be required to give notice of settlement method. For the avoidance of doubt, if such right is exercised pursuant to the terms hereof, with respect to the Transaction or that portion of the Transaction that is terminated, (1) the Optional Early Termination Final Date shall be deemed to be the Final Date (subject to Disrupted Day provisions, if applicable), (2) the Optional Early Termination Settlement Date (as defined below) shall be deemed to be the Cash Settlement Payment Date or Settlement Date, as applicable, (3) the Settlement Price shall be calculated in accordance with “Settlement Terms” above as if the Optional Early Termination Final Date were the Final Date, and (4) the Calculation Agent shall make the calculations described under “Valuation” and “Settlement Terms” above with respect to all or a portion of the Transaction being terminated, as applicable, and the remainder of the Transaction shall continue in accordance with its terms.

Optional Early Termination		One (1) Clearance System Business Day following the Optional Early Termination Final Date, in the case of Physical


Settlement Date:		Settlement, or three (3) Currency Business Days following the Valuation Date, in the case of Cash Settlement.

Consequences of Early Termination, Extraordinary Events, Additional Disruption Events or Additional Termination Events:


Settlement:		Notwithstanding anything else in the Equity Definitions or the Agreement, upon the occurrence of a Termination Event, an Extraordinary Event, an Additional Disruption Event or an Additional Termination Event (other than an Optional Early Termination), with respect to the Transaction or any portion of the Transaction, then with respect to the Transaction or any portion of the Transaction that is terminated, (1) the Final Date shall be deemed to have occurred on the date that is thirty (30) Exchange Business Days from the date of such occurrence (provided, however, that (a) the parties may agree to modify such date and (b) with respect to a Termination Event, Additional Termination Event or Additional Disruption Event, Deutsche may elect to shorten such period by up to 25 Exchange Business Days, with Counterparty’s consent, or lengthen such period by up to 10 Exchange Business Days, without Counterparty’s consent), (2) the parties shall settle the Transaction or the portion of the Transaction that is terminated as if the provisions of the Equity Definitions and “Valuation” and “Settlement Terms” above were applicable on such deemed Final Date, using the deemed Final Date to calculate the deemed Cash Settlement Payment Date or Settlement Date, (3) the Settlement Price shall be calculated in accordance with “Settlement Terms” above as if the deemed Final Date were the Final Date (except if the Shares are not listed or quoted on the Exchange or a Related Exchange or in the event of termination due to Nationalization or Insolvency, the Settlement Price shall be calculated by reference to an objective measure as determined by the Calculation Agent), and (4) the Calculation Agent shall make the calculations described under “Valuation” and “Settlement Terms” above with respect to all or a portion of the Transaction being terminated, as applicable, and the remainder of the Transaction shall continue in accordance with its terms. In connection with any such early termination, Deutsche will use reasonable efforts to effect Physical Settlement to the extent Counterparty is then legally permitted to acquire the relevant Shares and has elected Physical Settlement.

Assignment:


Section 7 of the Agreement is hereby modified as follows:

Deutsche may assign this Confirmation and the Transaction hereunder to any of its affiliates whose credit rating is equal to or greater than that of Deutsche as of the Trade Date, with Counterparty’s consent, which consent shall not be unreasonably withheld or delayed.

Representations:


Non-Reliance:		Applicable


Agreement and Acknowledgments Regarding Hedging Activities:		Applicable

Additional Acknowledgments:		Applicable

Miscellaneous:

The parties hereto intend as follows: (A) Deutsche and any Collateral Custodian is a “financial institution” within the meaning of Section 101(22) of the United States Bankruptcy Code (the “Bankruptcy Code”) and, in the case of any Collateral Custodian, is acting as agent or custodian for Deutsche in connection with each Transaction; (B) each Transaction is a “securities contract” as such term is defined in Section 741(7) of the Bankruptcy Code, qualifying for protection under Section 555 of the Bankruptcy Code and a “swap agreement”, as such term is defined in Section 101(53B) of the Bankruptcy Code; (C) any cash, securities or other property provided as performance assurance, credit support or collateral with respect to each Transaction constitute “margin payments” as defined in Section 741(5) of the Bankruptcy Code and “transfers” as defined in Section 101(54) of the Bankruptcy Code under a “swap agreement;” and (D) all payments for, under or in connection with each Transaction at settlement or early termination of all or any portion of a Transaction constitute “settlement payments” as defined in Section 741(8) of the Bankruptcy Code under a “securities contract” and “transfers” as defined in Section 101(54) of the Bankruptcy Code under a “swap agreement.”

Mutual Representations. Each of Deutsche and Counterparty represents and warrants to the other party that:

•

Counterparty Representations, Acknowledgements and Agreements. Counterparty represents, warrants, acknowledges and agrees with Deutsche that:

(i)

Counterparty is not as of the date hereof and as of the Trade Date, and will not be after giving effect to the Transaction contemplated hereby, insolvent;

(ii)

Counterparty will comply with its filing obligations under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in doing so will disclose the Number of Shares that are the subject of this Transaction and any other NAV Transaction with any of its affiliated funds. Counterparty agrees to make a filing under Section 13(d) of the Exchange Act no later than June 18, 2012;

(iii)

(iv)

(v)

(vi)

(vii)

As of June 11, 2012, Counterparty is not an affiliate of the Issuer (as defined in Rule 144 under the Securities Act);

(viii)

Counterparty will promptly notify Deutsche upon satisfaction of the HSR Act Condition and will certify as to the satisfaction of such HSR Act Condition at any time it elects Physical Settlement.

Additional Provisions.

Governing law: The law of the State of New York.

Modifications to Paragraph 13 of the Credit Support Annex:

Paragraph 13. Elections and Variables.

(b) Credit Support Obligations.

(i) Delivery Amount, Return Amount and Credit Support Amount.

(A) “Delivery Amount” has the meaning specified in Paragraph 3(a).

(B) “Return Amount” has the meaning specified in Paragraph 3(b).

(ii) Eligible Collateral. Except as otherwise provided in Annex B, the following items will qualify as “Eligible Collateral” for the party specified:


		Deutsche	Counterparty	Valuation Percentage
(A)	Cash	[X]	[X]	100%

(B)	negotiable debt obligations issued by the U.S. Treasury Department having a remaining maturity of less than one year	[X]	[X]	99%


(C)	negotiable debt obligations issued by the U.S. Treasury Department having a remaining maturity of 1-10 years	[ ]	[ ]	97%

(D)	negotiable debt obligations issued by the U.S. Treasury Department having a remaining maturity of more than 10 years	[ ]	[ ]	95%

(E)	single-class mortgage participation certificates (“FHLMC Certificates”) in book-entry form backed by single-family residential mortgage loans, the full and timely payment of interest at the applicable certificate rate and the ultimate collection of principal of which are guaranteed by the Federal Home Loan Mortgage Corporation (excluding Real Estate Mortgage Investment Conduit (“REMIC”) or other multi-class pass-through certificates, collateralized mortgage obligations, pass-through certificates backed by adjustable rate mortgages, securities paying interest or principal only and similar derivative securities);	[ ]	[ ]	90%

(F)	single-class mortgage pass-through certificates (“FNMA Certificates”) in book-entry form backed by single-family residential mortgage loans, the full and timely payment of interest at the applicable certificate rate and ultimate collection of principal of which are guaranteed by the Federal National Mortgage Association (excluding REMIC or other multi-class pass-through certificates, pass-through certificates backed by adjustable rate mortgages collateralized mortgage obligations, securities paying interest or principal only and similar derivative securities);	[ ]	[ ]	90%

(G)	single-class fully modified pass-through certificates (“GNMA Certificates” in book-entry form backed by single-family residential mortgage loans, the full and timely payment of principal and interest of which is guaranteed by the Government National Mortgage Association (excluding REMIC or other multi-class pass-through certificates, collateralized mortgage obligations, pass-through certificates backed by adjustable rate mortgages, securities paying interest or principal only and similar derivatives securities).	[ ]	[ ]	90%


(H)		Such other collateral as Deutsche and Counterparty may agree.		[ X ]		[ X ]		As may be agreed.

(iii) Other Eligible Support. The following items will qualify as “Other Eligible Support” for the party specified: Not Applicable.

(iv) Thresholds.

(A)

“Independent Amount” means with respect to Deutsche: Zero

“Independent Amount” means with respect to Counterparty for the Transaction under this Agreement: as specified in Annex B.

(B)

“Threshold” means with respect to Deutsche: Inapplicable

“Threshold” means with respect to Counterparty: Zero

(C)

(D)

Rounding. The Delivery Amount and the Return Amount will be rounded up and down respectively to the nearest integral multiple of $50,000.

(i) “Valuation Agent” means: Deutsche.

(ii) “Valuation Date” means: each Local Business Day.

(iii) “Valuation Time” means: the close of business on the Local Business Day before the Valuation Date or date of calculation, as applicable; provided that the calculations of Value and Exposure will be made as of approximately the same time on the same date.

(iv) “Notification Time” means 10:00 a.m., New York time, on a Local Business Day.


	Deutsche	Counterparty

Illegality	[X]	[X]
Tax Event	[ ]	[ ]
Tax Event Upon Merger	[ ]	[ ]
Credit Event Upon Merger	[X]	[X]
Additional Termination Event	[ ]	[ ]

(e) Substitution.

(i) “Substitution Date” has the meaning specified in Paragraph 4(d)(ii).

(ii) Consent. If specified here as applicable, then the Pledgor must obtain the Secured Party's consent for any substitution pursuant to Paragraph 4(d): Inapplicable

(f) Dispute Resolution.

(i)

“Resolution Time” means 1:00 p.m., New York time, on the Local Business Day following the date on which the notice is given that gives rise to a dispute under Paragraph 5.

(ii)

Value. For the purpose of Paragraphs 5(i)(C) and 5(ii), the Value of Posted Credit Support will be calculated as follows: as set forth for other purposes in Paragraph 12.

(iii)

(g) Holding and Using Posted Collateral.

(A) Deutsche is not a Defaulting Party.

(B) Posted Collateral consisting of certificated securities must be held in New York.

Initially, the Custodian for Deutsche is: Deutsche Bank Securities Inc.

(h) Distributions and Interest Amount.

(iii) Alternative to Interest Amount. The provisions of Paragraph 6(d)(ii) will apply.

(i) Other Eligible Support and Other Posted Support.

(i) “Value” with respect to Other Eligible Support and Other Posted Support means: Inapplicable.

(ii) “Transfer” with respect to Other Eligible Support and Other Posted Support means: Inapplicable.

(j) Demands and Notices. All demands, specifications and notices hereunder will be made pursuant to the Notices Section of the Agreement, unless otherwise specified here:


Deutsche:		Deutsche Bank AG, London Branch
		c/o Deutsche Bank Securities Inc.
		60 Wall Street
		New York, NY 10005
Attention:		Andrew Yaeger and Paul Stowell

		Telephone: (212) 250-2717
		Electronic Mail: Andrew.Yaeger@db.com, Paul.Stowell@db.com

(k) Addresses for Transfers.


Deutsche:		See Payments to Deutsche under Section 3 below.

Counterparty:		To be advised

(l) Agreement as to Single Secured Party and Pledgor. Deutsche and Counterparty agree that, notwithstanding anything to the contrary in the recital to the Annex, Paragraph 1(b) or Paragraph 2 of the Annex or the definitions in Paragraph 12 of the Annex, (a) the term “Secured Party” as used in the Annex means only Deutsche, (b) the term “Pledgor” as used in the Annex means only Counterparty, and (c) only Counterparty makes the pledge and grant in Paragraph 2 of the Annex, the acknowledgment in the final sentence of Paragraph 8(a) of the Annex and the representations in Paragraph 9 of the Annex.

Account Details:


Payments to Deutsche:		For USD Cash Payments:

		DEUTSCHE BANK TRUST CO
		ABA NO 021001033
		A/C 01478137
		Account Name: Collateral Management & Valuations
		Benefnumb: 117576730008
		Benefname: MHR FUND MANAGEMENT LLC

		For securities:

		UST & Agency Securities:

		BANK OF NEW YORK
		ABA NO 021000018
		A/C BK OF NYC/DBCMV


		Agency MBS (GNMA, FNMA, FHLMC):

		BANK OF NEW YORK
		ABA NO 021000018
		A/C BK OF NYC/DBCMVMBS

Payments to Counterparty:		To be advised

Offices:		The Office of Deutsche for the Transaction is London

Deutsche is regulated by the Financial Services Authority.

We are very pleased to have concluded this Transaction with you.


By:


Name:		Michael Sanderson
Title:		Managing Director



By:


Name:		Andrew Yaeger
Title:		Managing Director

DEUTSCHE BANK SECURITIES INC.

acting solely as Agent in connection with this Transaction


By:


Name:		Andrew Yaeger
Title:		Managing Director



By:


Name:		Michael Sanderson
Title:		Managing Director

Confirmed and Acknowledged as of the date first above written:

MHR INSTITUTIONAL PARTNERS III LP,

BY MHR INSTITUTIONAL ADVISORS III LLC,

ITS GENERAL PARTNER


By:


Name:
Title:

THIS MESSAGE WILL BE THE ONLY FORM OF CONFIRMATION DISPATCHED BY US, PLEASE EXECUTE AND RETURN IT VIA EMAIL TO THE CONTACT PROVIDED FOR NOTICES ABOVE. IF YOU WISH TO EXCHANGE HARD COPY FORMS OF THESE CONFIRMATIONS PLEASE CONTACT US.

Deutsche is regulated by the Financial Service Authority.

We are very pleased to have concluded this Transaction with you.


By:
Name:
Title:

By:
Name:
Title:

DEUTSCHE BANK SECURITIES INC.

acting solely as Agent in connection with this Transaction


By:
Name:
Title:

By:
Name:
Title:

Confirmed and Acknowledged as of the date first above written:

MHR INSTITUTIONAL PARTNERS III LP,

BY MHR INSTITUTIONAL ADVISORS III LLC,

ITS GENERAL PARTNER


By:


Name:		Janet Yeung
Title:		Authorized Signatory

ANNEX A

List of Counterparty Persons Who Are to Receive Notices


Name	Telephone	Email
Janet Yeung	212 262 0005	jyeung@mhrfund.com
David Schultz	212 728 5977	dschultz@omm.com
Denis Smith	212 262 0005	dsmith@mhrfund.com

ANNEX B


Spread:		85 basis points per annum

Independent Amount with respect to Counterparty:		On each day from and after the date hereof, Independent Amount with respect to Counterparty shall be 100% of the Notional Amount as of that day (and prior to the Trade Date, the Notional Amount for this purpose will equal the number of Shares hedged on or prior to such date multiplied by the Adjusted Initial Reference Price calculated based on the number of Shares hedged on or prior to such date, assuming (for this purpose only) that the Trade Date used for determining the Hedging Period Day Count Fraction will be September 5, 2012); provided, however, that from and after a date designated by Deutsche by notice to Counterparty (the “Collateral Change Date”), Independent Amount with respect to Counterparty shall be a lesser percentage of Notional Amount as specified by Deutsche.

Exposure:		Prior to the occurrence of the Collateral Change Date, this Transaction will be excluded from the calculation of Exposure for purposes of the Credit Support Annex, thereafter this Confirmation and the Transaction hereunder shall be included in the calculation of Exposure.

Eligible Collateral:		On the Trade Date, and until the Collateral Change Date, Eligible Collateral for Counterparty shall consist of USD Cash only; provided, however, thereafter Eligible Collateral for Counterparty shall consist of any of the types listed as applicable in Section 13(b)(ii) of the Confirmation.

Averaging Dates:		The 15 Exchange Business Days immediately following and including the Final Date, or such other period as the parties may agree. For the avoidance of doubt, Deutsche may extend the Averaging Date period and thereby postpone the Cash Settlement Payment Date for the Transaction to the extent deemed necessary, upon the advice of outside counsel, to comply with Rule 144 under the Securities Act in disposing of any Hedge Position due to any status by Counterparty as an affiliate of the Issuer.

Change in Law:		Applicable, except that (1) the definition of Change in Law shall be amended by adding the following language in the fifth line after “authority),” and before “a party”: “or (C) due to an event that results in any shareholder rights being distributed or becoming separated from shares of common stock or other shares of the capital stock of the Issuer pursuant to a shareholder rights plan or arrangement directed against hostile takeovers that provides upon the occurrence of certain events for a distribution of preferred stock, warrants, debt instruments or stock rights, or (D) due to the Issuer subjecting holders of the Shares to differential treatment with regard to payment of dividends or distributions,” and (2) if only subsection (Y) of the definition is applicable, the sole remedy for Deutsche shall be a Price Adjustment as determined by Deutsche in a commercially reasonable manner.

ANNEX C




				Deutsche Bank AG, London Branch Winchester house 1 Great Winchester St, London EC2N 2DB Telephone: 44 20 7545 8000 c/o Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 Telephone: 212-250-5977 Facsimile: 212-797-8826

[DATE]

[MHR Institutional Partners III LP -- Notice details]

RE: Forward Sale Transaction - Our Transaction Reference Number: 491201

Dear Sir / Madam,

As referenced in the Confirmation, dated as of June [ ], 2012, entered into between Deutsche Bank AG, London Branch (“Deutsche”), with Deutsche Bank Securities Inc. as agent, and MHR Institutional Partners III LP (“Counterparty”), we hereby include a completed Annex C for the following Transaction.


Trade Date
Number of Shares
Initial Reference Price
Adjusted Initial Reference Price
Notional Amount
Floating Rate for the initial Compounding Period

Any capitalized terms used but not defined herein shall have their respective meanings as assigned in the Confirmation.

Kind regards,

DEUTSCHE BANK AG, LONDON BRANCH


By:
Name:
Title:

By:
Name:
Title:

DEUTSCHE BANK SECURITIES INC.

acting solely as Agent in connection with this Transaction


By:
Name:
Title:

By:
Name:
Title:

EX-99.5 6 d365136dex995.htm FORWARD TRANSACTION AGREEMENT Forward Transaction Agreement

Exhibit 5

FORWARD CONFIRMATION

LOGO

SOCIÉTÉ GÉNÉRALE

17 COURS VALMY 92987

PARIS-LA DEFENSE, FRANCE

June 14, 2012

MHR Capital Partners Master Account LP (“Counterparty”)

(Notice details provided on Annex A hereto)

Forward Sale Transaction - Our Transaction Reference Number:

Dear Sir / Madam,

This confirmation (the “Confirmation”) confirms the terms and conditions of a transaction (the “Transaction”) entered into between Société Générale (“Dealer”), and Counterparty, and together with the terms for the Transaction described in Annex C hereto constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below with respect to each Transaction. The Confirmation and the terms of the Transaction as set forth on Annex C together constitute the entire agreement and understanding of the parties with respect to the subject matter and terms of the Transaction and supersede all prior or contemporaneous written and oral communications with respect thereto.

1. The Confirmation and the terms of the Transaction as set forth on Annex B and Annex C together constitute a “Confirmation” as referred to in, and supplements, forms a part of, and is subject to, an agreement (the “Agreement”) in the form of the 2002 ISDA Master Agreement as if the parties had executed an agreement in such form (but without any Schedule except for the election of the laws of the State of New York as the governing law and USD as the Termination Currency) on the date hereof between Dealer and Counterparty. In the event of any inconsistency between the provisions of that agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction. All provisions contained in the Agreement govern this Confirmation except as expressly modified below. The parties agree to be subject to an agreement in the form of the 1994 ISDA Credit Support Annex (Bilateral Form–New York law version), which supplements, forms part of, and is subject to the Agreement, as if they had executed such annex on the Trade Date (the “Annex”) with Paragraph 13 of the Annex containing the modifications and elections set forth below.

2. The terms of the Transaction to which this Confirmation relates are as follows:

General Terms:


Trade Date:		The earlier of (i) the date on which Dealer or its affiliate completes its hedge in connection with the Transaction as specified in Annex C; provided that, if the Trade Date has not otherwise occurred by September 14, 2012, such date shall be the Trade Date and Dealer’s or its affiliate’s hedge will be deemed completed as of such date for all purposes hereof and (ii) the date designated by Counterparty by written notice to Dealer as the Trade Date; provided that such date shall not be earlier than the date such notice has been delivered and in any event not later than September 14, 2012. For the period from the date hereof to the Trade Date, Dealer will notify the Counterparty in writing via email to Janet Yeung at jyeung@mhrfund.com, copying David Schultz at dschultz@omm.com and Denis Smith at dsmith@mhrfund.com of the number of Shares for which a hedge relates and the price allocable to such hedge no later than by the opening of business on the Exchange Business Day following any Exchange Business Day on which Dealer or any of its affiliates entered into any hedges with respect to the Transaction.

Final Date:		The date that is twelve (12) months following the Trade Date (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day).

Shares:		The common stock, par value $0.10 per share of Navistar International Corporation (the “Issuer”) (Security Symbol: “NAV”)

Number of Shares:		A number of Shares, which represents the number of Shares Dealer or its affiliate has hedged in connection with the Transaction up to and including the Trade Date. Upon the occurrence of the Trade Date, Dealer will send to Counterparty a completed Annex C for the Transaction.

Exchange(s):		New York Stock Exchange, or any successor to such exchange or quotation system.

Related Exchange(s):		All Exchanges

Calculation Agent:		Dealer

Seller:		Dealer

Buyer:		Counterparty

Prepayment:		Not Applicable

Variable Obligation:		Not Applicable

Forward Price:		On the Trade Date, the Adjusted Initial Reference Price.

		On each day following the Trade Date, the Forward Price as of the Reset Date immediately preceding such day + (the Forward Price as of the Reset Date immediately preceding such day x applicable Accrual Rate x applicable Floating Rate Day Count Fraction for such day)


VWAP Price:		For any Exchange Business Day, the “Volume Weighted Average Price” per Share, as displayed on Bloomberg Page NAV US EQUITY AQR (or any successor thereto) for the Issuer with respect to the period from 9:30 a.m. to 4:15 p.m. (New York City time) (or, with respect to a hedging date, such shorter period between 9:30 a.m. and 4:15 p.m. as may be specified by Counterparty by shorting such period or by commencing such period after 9:30 a.m., as the case may be (a “Shortened Period”)) on such Exchange Business Day, as determined by the Calculation Agent, or in the event such price is not so reported for such Exchange Business Day for any reason or is manifestly erroneous, as reasonably determined by the Calculation Agent.

		In the case of a Shortened Period, (i) the Calculation Agent will adjust the VWAP Price to reflect the “Volume Weighted Average Price” per Share, as displayed by Bloomberg for such Shortened Period, and (ii) the Calculation Agent, in its sole discretion, exercised in a commercially reasonable manner, will adjust the Number of Shares to which this Transaction relates based on historical trading patterns of the Shares (as applied via Dealer’s proprietary models) over such Shortened Period.

Initial Reference Price:		The VWAP Price on each Exchange Business Day on which Dealer (or its affiliates) enters into its hedge in connection with the Transaction plus $0.05 per Share, as specified in Annex C. Upon the occurrence of the Trade Date, Dealer will send to Counterparty a completed Annex C.

Adjusted Initial Reference Price:		The Initial Reference Price + (the Initial Reference Price x 1.10% x Hedging Period Day Count Fraction)

Hedging Period Day Count Fraction:		The number of days between the Weighted Average Hedge Date and the Trade Date divided by 360.

Weighted Average Hedge Date:		The average date on which Dealer establishes its hedge in connection with the Transaction, weighted according to (i) the number of trading days between when Dealer begins hedging and the Trade Date and (ii) the notional amount hedged by Dealer on each trading day during such period.

Notional Amount:		The Number of Shares x Forward Price

Accrual Rate:		Floating Rate for the relevant Reset Date plus Spread

Floating Rate Option:		USD-LIBOR-BBA

Floating Rate for the initial Compounding Period:		As specified in Annex C. Upon the occurrence of the Trade Date, Dealer will send to Counterparty a completed Annex C.

Designated Maturity:		One month

Reset Date:		The Trade Date and the first Business Day of each month

Spread:		As specified in Annex B.

Independent Amount with respect to Counterparty:		As specified in Annex B.

Floating Rate Day Count Fraction:		Actual/360


Compounding:		Applicable, as provided in “Forward Price” above.

Business Day:		New York and London.

Dividend Payment:		With respect to any cash dividend or cash distribution on the Shares for which the Record Date occurs during the Dividend Period, Dealer shall pay such dividend to Counterparty on the Dividend Payment Date; provided that for any dividend for which the ex dividend date occurs during the Averaging Date period, Dealer shall pay an amount equal to the dividends paid on such fraction of the Number of Shares equal to the number of Averaging Dates remaining on the date the Shares begin trading ex dividend (including the date on which the Shares begin trading ex dividend) divided by the total number of Averaging Dates.

Dividend Payment Date:		In respect of any cash dividend or cash distribution on the Shares, the Dividend Receipt Date (or if such day is not a Currency Business Day, the Currency Business Day immediately following such date).

Dividend Receipt Date:		The date of receipt of a dividend by holders of record.

Record Date:		Each relevant date of determination of holder of record status.

Dividend Amount:		The Record Amount x Number of Shares (as such Number of Shares may be reduced by (i) early termination or (ii) the unwind of Shares during the period of Averaging Dates as described in “Dividend Payment” above). The Calculation Agent will adjust the Dividend Amount as necessary for any applicable taxes in respect of Section 871(m) of the Internal Revenue Code. If the Calculation Agent cannot adjust the Dividend Amount to account for such tax, or if the Transaction is otherwise terminated, the Counterparty will pay to Dealer an amount that would reimburse Dealer for any withholding tax under Section 871(m). Any tax under Section 871(m) will not be an “Indemnifiable Tax” under this Agreement.

Dividend Period:		The period commencing on and including the Clearance System Business Day that is one Settlement Cycle following the Trade Date for the relevant Transaction and ending on but excluding (x) the Cash Settlement Payment Date, if Cash Settlement applies or (y) the Settlement Date, if Physical Settlement applies.

Share Dividend Elections:		In the event that a dividend is payable in either cash or property or a combination thereof at the election of a person who would be a holder of record of such Shares, the Dividend Amount shall be determined as if no election were made pursuant to the election default provision set forth in the documents relating to the payment of dividends on the Shares.

Valuation:



Valuation Time:		At the 4:00 p.m. close of trading on the Exchange.

Valuation Date:		The final Averaging Date for the Transaction.

Averaging Dates:		As specified in Annex B.

Averaging Date Disruption:		Modified Postponement

Settlement Terms:


Settlement Method Election:		Applicable.

		In addition, and without limiting any other provision herein, if Counterparty elects Cash Settlement (or Cash Settlement is otherwise deemed to apply hereunder) and Counterparty (1) represents and warrants to Dealer that it is not an “affiliate” (as such term is defined in Rule 144(a)(1) of the Securities Act of 1933, as amended) (the “Securities Act”) of the Issuer, Cash Settlement will be determined by reference to the first sentence under “*Averaging Dates” contained in Annex B or (2) does not represent and warrant to Dealer that it is not an “affiliate” of the Issuer, Cash Settlement will be determined by the Dealer by reference to the definition of “Averaging Dates*” contained in Annex B.

Electing Party:		Counterparty

Settlement Method Election Date:		The second (2nd) Scheduled Trading Day prior to the Final Date for the Transaction.

Default Settlement Method:		Physical Settlement.

Settlement Currency:		USD

Settlement Price:		The Relevant Price minus $0.05.

Relevant Price:		The arithmetic average of the prices calculated on each Averaging Date as the volume weighted average price per Share for all trades in the Shares on the Exchange from 9:30 a.m. New York time until 4:15 p.m. New York time on such day (calculated using Bloomberg’s service at NAV US EQUITY AQR or, if such service is not available, another method reasonably determined in good faith by the Calculation Agent, whose determination shall be final and binding unless it is unreasonable).

Forward Cash Settlement Amount:		(Settlement Price x Number of Shares) – (Number of Shares x Forward Price). For this purpose, the Forward Price shall be the arithmetic average of the Forward Prices calculated on the date that is one Settlement Cycle following each Averaging Date.

Cash Settlement:		If Cash Settlement applies, and:

		(i) the Forward Cash Settlement Amount is a positive number, then Dealer shall pay to Counterparty the Forward Cash Settlement Amount on the relevant Cash Settlement Payment Date; and (ii) the Forward Cash Settlement Amount is a negative number, then Counterparty shall pay to Dealer the absolute value of the Forward Cash Settlement Amount on the relevant Cash Settlement Payment Date.

Cash Settlement Payment Date:		Three (3) Currency Business Days after the Valuation Date.

Physical Settlement:		If Physical Settlement applies, on the Settlement Date, Counterparty will pay to Dealer an amount equal to the Forward Price multiplied by the Number of Shares, and Dealer will deliver to Counterparty the Number of Shares (rounded down to the nearest whole Share) and pay the Fractional Share Amount, if any.



Settlement Date:		If Physical Settlement applies, the date that is one Settlement Cycle following the Final Date.

Share Adjustments:


Method of Adjustment:		Calculation Agent Adjustment

Extraordinary Events:


New Shares:		The definition of “New Shares” in Section 12.1(i) of the Equity Definitions shall apply; provided, however, that:

		(a) if the Exchange mentioned therein is located in the United States, the definition of “New Shares” shall be amended by deleting subsection (i) in its entirety and replacing it with the following: “(i) publicly quoted, traded or listed on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors)”.

Consequences of Merger Events:

(a) Share-for-Share:		Modified Calculation Agent Adjustment

(b) Share-for-Other:		Modified Calculation Agent Adjustment

(c) Share-for-Combined:		Modified Calculation Agent Adjustment

Tender Offer:		Applicable

Consequences of Tender Offers:

(a) Share-for-Share:		Modified Calculation Agent Adjustment; provided that, prior to the occurrence of a Collateral Change Date, Dealer will not be permitted to adjust the collateral terms thereunder.

(b) Share-for-Other:		Modified Calculation Agent Adjustment; provided that, prior to the occurrence of a Collateral Change Date, Dealer will not be permitted to adjust the collateral terms thereunder.

(c) Share-for-Combined:		Modified Calculation Agent Adjustment; provided that, prior to the occurrence of a Collateral Change Date, Dealer will not be permitted to adjust the collateral terms thereunder.

Additional Tender Offer Terms:		Dealer and Counterparty each acknowledges that if, during the term of this Transaction, (i) the Shares that are the subject of the Transaction are, or become, the subject of a Tender Offer and (ii) either party hereto owns a hedge with respect to such Shares and elects to participate in such Tender Offer, then, notwithstanding anything set forth to the contrary herein or in the Equity Definitions, that Transaction may not be terminated during the period from and including the Tender Offer Expiration Date (as defined below) up to but excluding the Tender Offer Date. For the purpose hereof, the following term shall have the meaning indicated below:

		“Tender Offer Expiration Date” shall mean the date as of which a theoretical holder of the Shares is no longer permitted to withdraw its Shares tendered pursuant to such Tender Offer, as



		provided in the documents related to such Tender Offer (subject to any extensions as provided pursuant to the documents related to such Tender Offer).

Composition of Combined Consideration:		Inapplicable

Nationalisation, Insolvency or Delisting:		Cancellation and Payment

Shareholder Rights Plan:		With respect to the above Share Adjustments and Extraordinary Events, upon the occurrence of an event described in Section 11.2(e)(vi) of the Equity Definitions (including the issuance of Shares under a so-called “poison pill”) that occurs as a direct result of an acquisition of Shares, or a derivative or equivalent transaction involving the Shares, by the Counterparty or its affiliated funds in excess of the ownership threshold specified in such shareholder rights plan that triggers such Share Adjustment or Extraordinary Event, Dealer shall not be obligated to adjust the Number of Shares or other terms hereunder to reflect such event, and without limiting the foregoing, the Number of Shares deliverable by Dealer hereunder will be determined exclusive of additional Shares or rights with respect thereto delivered to other holders of Shares as a result of such event.

Modified Calculation Agent Adjustment:		For the avoidance of doubt, and without limiting the other provisions of the definition thereof, Modified Calculation Agent Adjustment will permit the Calculation Agent to adjust the collateral terms of the Transaction; provided that, prior to the occurrence of a Collateral Change Date, Dealer will not be permitted to adjust the collateral terms thereunder.

Additional Disruption Events:

Change in Law:		As specified in Annex B.

Insolvency Filing:		Applicable

Determining Party:		Dealer

Additional Termination Events:

Optional Early Termination:		Counterparty may upon two (2) Scheduled Trading Day’s prior notice (or such earlier time as the parties may agree) to Dealer, terminate the Transaction, in whole or in part, by designating any Scheduled Trading Day as the “Optional Early Termination Final Date” for the Transaction or portion thereof. If the Counterparty gives notice of election of an Optional Early Termination, Counterparty will simultaneously be required to give notice of settlement method. For the avoidance of doubt, if such right is exercised pursuant to the terms hereof, with respect to the Transaction or that portion of the Transaction that is terminated, (1) the Optional Early Termination Final Date shall be deemed to be the Final Date (subject to Disrupted Day provisions, if applicable), (2) the Optional Early Termination Settlement Date (as defined below) shall be deemed to be the Cash Settlement Payment Date or Settlement Date, as applicable, (3) the Settlement Price shall be


		calculated in accordance with “Settlement Terms” above as if the Optional Early Termination Final Date were the Final Date, and (4) the Calculation Agent shall make the calculations described under “Valuation” and “Settlement Terms” above with respect to all or a portion of the Transaction being terminated, as applicable, and the remainder of the Transaction shall continue in accordance with its terms.

Optional Early Termination Settlement Date:		One (1) Clearance System Business Day following the Optional Early Termination Final Date, in the case of Physical Settlement, or three (3) Currency Business Days following the Valuation Date, in the case of Cash Settlement.

Consequences of Early Termination, Extraordinary Events, Additional Disruption Events or Additional Termination Events:


Settlement:		Notwithstanding anything else in the Equity Definitions or the Agreement, upon the occurrence of a Termination Event, an Extraordinary Event, an Additional Disruption Event or an Additional Termination Event (other than an Optional Early Termination), with respect to the Transaction or any portion of the Transaction, then with respect to the Transaction or any portion of the Transaction that is terminated, (1) the Final Date shall be deemed to have occurred on the date that is thirty (30) Exchange Business Days from the date of such occurrence (provided, however, that (a) the parties may agree to modify such date and (b) with respect to a Termination Event, Additional Termination Event or Additional Disruption Event, Dealer may elect to shorten such period by up to 25 Exchange Business Days, with Counterparty’s consent, or lengthen such period by up to 10 Exchange Business Days, without Counterparty’s consent), (2) the parties shall settle the Transaction or the portion of the Transaction that is terminated as if the provisions of the Equity Definitions and “Valuation” and “Settlement Terms” above were applicable on such deemed Final Date, using the deemed Final Date to calculate the deemed Cash Settlement Payment Date or Settlement Date, (3) the Settlement Price shall be calculated in accordance with “Settlement Terms” above as if the deemed Final Date were the Final Date (except if the Shares are not listed or quoted on the Exchange or a Related Exchange or in the event of termination due to Nationalization or Insolvency, the Settlement Price shall be calculated by reference to an objective measure as determined by the Calculation Agent), and (4) the Calculation Agent shall make the calculations described under “Valuation” and “Settlement Terms” above with respect to all or a portion of the Transaction being terminated, as applicable, and the remainder of the Transaction shall continue in accordance with its terms. In connection with any such early termination, Dealer will use reasonable efforts to effect Physical Settlement to the extent Counterparty is then legally permitted to acquire the relevant Shares and has elected Physical Settlement.

Assignment:

Section 7 of the Agreement is hereby modified as follows:

Dealer may assign this Confirmation and the Transaction hereunder to any of its affiliates whose credit rating is equal to or greater than that of Dealer as of the Trade Date, with Counterparty’s consent, which consent shall not be unreasonably withheld or delayed.

Representations:


Non-Reliance:		Applicable

Agreement and Acknowledgments Regarding Hedging Activities:		Applicable

Additional Acknowledgments:		Applicable

Miscellaneous:

The parties hereto intend as follows: (A) Dealer and any Collateral Custodian is a “financial institution” within the meaning of Section 101(22) of the United States Bankruptcy Code (the “Bankruptcy Code”) and, in the case of any Collateral Custodian, is acting as agent or custodian for Dealer in connection with each Transaction; (B) each Transaction is a “securities contract” as such term is defined in Section 741(7) of the Bankruptcy Code, qualifying for protection under Section 555 of the Bankruptcy Code and a “swap agreement”, as such term is defined in Section 101(53B) of the Bankruptcy Code; (C) any cash, securities or other property provided as performance assurance, credit support or collateral with respect to each Transaction constitute “margin payments” as defined in Section 741(5) of the Bankruptcy Code and “transfers” as defined in Section 101(54) of the Bankruptcy Code under a “swap agreement;” and (D) all payments for, under or in connection with each Transaction at settlement or early termination of all or any portion of a Transaction constitute “settlement payments” as defined in Section 741(8) of the Bankruptcy Code under a “securities contract” and “transfers” as defined in Section 101(54) of the Bankruptcy Code under a “swap agreement.”

Mutual Representations. Each of Dealer and Counterparty represents and warrants to the other party that:

•

Total Exposure. If the aggregate total exposure of Counterparty, its affiliated funds and any member of a “group” (as defined under Section 13(d) of the Exchange Act) to which it is a party (as disclosed by Counterparty in any filing made by Counterparty pursuant to Section 13(d) of the Exchange Act) to the Issuer under this Transaction, together with similar derivative transactions entered into between Counterparty or its affiliated funds and Dealer or Dealer’s affiliates (together, the “MHR Transactions”), shall be greater than 9.99% of Shares outstanding at any time, each party agrees to terminate the Transaction or portion of the Transaction such that such total aggregate exposure to the Issuer pursuant to the MHR Transactions shall be equal to 9.99% of Shares outstanding at that time. For the avoidance of doubt, breach of this representation shall constitute an Event of Default giving Dealer the right to immediately designate an Early Termination Date under this Transaction or any of the MHR Transactions;

•

Confidentiality. The Transaction and the terms and conditions contained therein shall not be disclosed by Dealer to any person or entity (other than on a confidential basis to its employees, accountants, attorneys or its other advisors, and then only on a confidential, “need to know” basis and in connection with the Transaction). Notwithstanding anything provided herein or in the Agreement, and notwithstanding any express or implied claims of exclusivity or proprietary rights, the parties (and each of their employees, representatives or other agents) are authorized (A) to disclose to any and all persons, beginning immediately upon commencement of their discussions and without limitation of any kind, the tax treatment and tax structure of the Transaction, and all materials of any kind (including opinions or other tax analyses) that are provided by either party to the other relating to such tax treatment and tax structure and (B) to make such other public disclosures of the Transaction and the terms and conditions thereof (1) as required by judicial or administrative proceeding, (2) as required by law or regulation (including describing and/or filing this Agreement as an exhibit, as may be required, on the advice of Counterparty’s counsel, pursuant to applicable securities laws or regulations), (3) at the request of a bank or other regulatory agency or in connection with an examination by bank examiners or other regulatory authorities, or (4) at the express direction of any other authorized government agency;

•

Regulatory Compliance. As of the Trade Date, it has made, and at all times during the Transaction will timely make, all of its material regulatory filings and it has complied, and at all times during the Transaction will comply, in connection with the Transaction and all related or contemporaneous sales and purchases of Shares, with the applicable provisions of the under the U.S. Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, and the rules and regulations thereunder;

•

Counterparty Representations, Acknowledgements and Agreements. Counterparty represents, warrants, acknowledges and agrees with Dealer that:

(i)

Counterparty is not as of the date hereof and as of the Trade Date, and will not be after giving effect to the Transaction contemplated hereby, insolvent;

(ii)

Counterparty will comply with its filing obligations under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

(iii)

(iv)

On each Exchange Business Day on which Dealer or its affiliate enters into a hedge in connection with the Transaction contemplated herein, either (1) Counterparty is not in possession of any material non-public information regarding the Issuer of the Shares, or (2) Counterparty has met the conditions of Rule 10b5-1(c) of the Exchange Act with respect to the Issuer of the Shares; provided that, in the event either (1) and/or (2) becomes untrue, Counterparty will immediately notify Dealer (an “MNPI Notice”) by electronic mail to both of the following addresses: steve.milankov@sgcib.com, and sanjay.garg@sgcib.com, or an alternate Dealer contact as provided by Dealer from time to time, at which time (i) Dealer or its affiliates will, until such time as Counterparty notifies Dealer that (1) and/or (2) is correct (a “Restart Notice”), and as soon as practicable upon receipt of such MNPI Notice, no longer purchase any additional Shares in connection with this Transaction and (ii) the Number of Shares from the time of the MNPI Notice until the Restart Notice will equal the number of Shares that Dealer has purchased up to the time of the MNPI Notice;

(v)

(vi)

Additional Provisions.

(ii) It shall be a condition precedent to Dealer’s obligations hereunder that Counterparty has delivered USD Cash in the amount of the Independent Amount applicable to Counterparty (as specified below) pursuant to the Credit Support Annex on or prior to the Trade Date.

Governing law: The law of the State of New York.

Modifications to Paragraph 13 of the Credit Support Annex:

Paragraph 13. Elections and Variables.

(a) Security Interest for “Obligations”. The term “Obligations” as used herein means any and all present and future obligations of Dealer or Counterparty to the other under or in connection with each Transaction under the Agreement.

(b) Credit Support Obligations.

(i)

Delivery Amount, Return Amount and Credit Support Amount.

(A)

“Delivery Amount” has the meaning specified in Paragraph 3(a).

(B)

“Return Amount” has the meaning specified in Paragraph 3(b).

(C)

“Credit Support Amount” has the meaning specified in the last paragraph of Paragraph 3.

(ii) Eligible Collateral. Except as otherwise provided in Annex B, the following items will qualify as “Eligible Collateral” for the party specified:


		Dealer	Counterparty	Valuation Percentage
(A)	Cash	[X]	[X]	100%

(B)	negotiable debt obligations issued by the U.S. Treasury Department having a remaining maturity of less than one year	[X]	[X]	99%

(C)	negotiable debt obligations issued by the U.S. Treasury Department having a remaining maturity of 1-10 years	[ ]	[ ]	97%

(D)	negotiable debt obligations issued by the U.S. Treasury Department having a remaining maturity of more than 10 years	[ ]	[ ]	95%

(E)	single-class mortgage participation certificates (“FHLMC Certificates”) in book-entry form backed by single-family residential mortgage loans, the full and timely payment of interest at the applicable certificate rate and the ultimate collection of principal of which are guaranteed by the Federal Home Loan Mortgage Corporation (excluding Real Estate Mortgage Investment Conduit (“REMIC”) or other multi-class pass-through certificates, collateralized mortgage obligations, pass-through certificates backed by adjustable rate mortgages, securities paying interest or principal only and similar derivative securities);	[ ]	[ ]	90%

(F)	single-class mortgage pass-through certificates (“FNMA Certificates”) in book-entry form backed by single-family residential mortgage loans, the full and timely payment of interest at the applicable certificate rate and ultimate collection of principal of which are guaranteed by the Federal National Mortgage Association (excluding REMIC or other multi-class pass-through certificates, pass-through certificates backed by adjustable rate mortgages collateralized mortgage obligations, securities paying interest or principal only and similar derivative securities);	[ ]	[ ]	90%


(G)	single-class fully modified pass-through certificates (“GNMA Certificates” in book-entry form backed by single-family residential mortgage loans, the full and timely payment of principal and interest of which is guaranteed by the Government National Mortgage Association (excluding REMIC or other multi-class pass-through certificates, collateralized mortgage obligations, pass-through certificates backed by adjustable rate mortgages, securities paying interest or principal only and similar derivatives securities).	[ ]	[ ]	90%

(H)	Such other collateral as Dealer and Counterparty may agree.	[ X ]	[ X ]	As may be agreed.

(iii) Other Eligible Support. The following items will qualify as “Other Eligible Support” for the party specified: Not Applicable.

(iv) Thresholds.

(A)

“Independent Amount” means with respect to Dealer: Zero

“Independent Amount” means with respect to Counterparty for the Transaction under this Agreement: as specified in Annex B.

(B)

“Threshold” means with respect to Dealer: Inapplicable

“Threshold” means with respect to Counterparty: Zero

(C)

“Minimum Transfer Amount” means with respect to Dealer: the lesser of $500,000 and 1.0% of the closing price per Share on the preceding Exchange Business Day multiplied by the Number of Shares (as such amount may be reduced upon early termination or settlement).

“Minimum Transfer Amount” means with respect to Counterparty: the lesser of $500,000 and 1.0% of the closing price per Share on the preceding Exchange Business Day multiplied by the Number of Shares (as such amount may be reduced upon early termination or settlement); provided, however, that the Minimum Transfer Amount for Counterparty shall be $0 upon the occurrence and during the continuance of an Event of Default, Potential Event of Default, Termination Event, Additional Termination Event (other than an Optional Early Termination) or Specified Condition with respect to Counterparty.

(D)

Rounding. The Delivery Amount and the Return Amount will be rounded up and down respectively to the nearest integral multiple of $50,000.

(c)

Valuation and Timing.

(i) “Valuation Agent” means: Dealer.

(ii) “Valuation Date” means: each Local Business Day.

(iii) “Valuation Time” means: the close of business on the Local Business Day before the Valuation Date or date of calculation, as applicable; provided that the calculations of Value and Exposure will be made as of approximately the same time on the same date.

(iv) “Notification Time” means 10:00 a.m., New York time, on a Local Business Day.


	Dealer	Counterparty

Illegality	[X]	[X]
Tax Event	[ ]	[ ]
Tax Event Upon Merger	[ ]	[ ]
Credit Event Upon Merger	[X]	[X]
Additional Termination Event	[ ]	[ ]

(e)

Substitution.

(i) “Substitution Date” has the meaning specified in Paragraph 4(d)(ii).

(ii) Consent. If specified here as applicable, then the Pledgor must obtain the Secured Party’s consent for any substitution pursuant to Paragraph 4(d): Inapplicable

(f)

Dispute Resolution.

(i)

“Resolution Time” means 1:00 p.m., New York time, on the Local Business Day following the date on which the notice is given that gives rise to a dispute under Paragraph 5.

(ii)

Value. For the purpose of Paragraphs 5(i)(C) and 5(ii), the Value of Posted Credit Support will be calculated as follows: as set forth for other purposes in Paragraph 12; provided that with respect to Cash, the face value thereof multiplied by the applicable Valuation Percentage and, with respect to Treasury Securities, the arithmetic mean of the bid prices for the relevant Treasury Securities obtained by the Valuation Agent from Reference Dealers selected by it in accordance with the second sentence of Section 4.14 of the 2006 ISDA Definitions multiplied by the applicable Valuation Percentage. For these purposes, “Reference Dealers” mean three leading dealers in the principal market for the relevant kind of security.

(iii)

(g)

Holding and Using Posted Collateral.

(i) Eligibility to Hold Posted Collateral; Custodians. Dealer and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied:

(A)

Dealer is not a Defaulting Party.

(B)

Posted Collateral consisting of certificated securities must be held in New York.

Initially, the Custodian for Dealer is: Not Applicable.

(h) Distributions and Interest Amount.

(iii) Alternative to Interest Amount. The provisions of Paragraph 6(d)(ii) will apply.

(i) Other Eligible Support and Other Posted Support.

(i) “Value” with respect to Other Eligible Support and Other Posted Support means: Inapplicable.

(ii) “Transfer” with respect to Other Eligible Support and Other Posted Support means: Inapplicable.

(j) Demands and Notices. All demands, specifications and notices hereunder will be made pursuant to the Notices Section of the Agreement, unless otherwise specified here:


Dealer:		For Collateral:
		Societe Generale, New York Branch 480 Washington Boulevard Jersey City, NJ 07310 Attention: Collateral Management Team Telephone: (201) 839-1940 Facsimile: (201) 839-8126 E-mail: collateral-NY@sgcib.com

		Sales & Trading:
Attention:		Sanjay Garg and Aurelien Bonnet
		Telephone (212) 278-5187 Email: sanjay.garg@sgcib.com and aurelien.bonnet@sgcib.com Societe Generale c/o SG Americas Securities LLC 1221 Avenue of the Americas New York, NY 10020

		Legal Steve Milankov Telephone (212) 278-6985 Email: steve.milankov@sgcib.com Societe Generale c/o SG Americas Securities LLC 1221 Avenue of the Americas New York, NY 10020

Addresses for Transfers.

Dealer: See Payments to Dealer under Section 3 below.

Counterparty: [To be advised]

(l) Agreement as to Single Secured Party and Pledgor. Dealer and Counterparty agree that, notwithstanding anything to the contrary in the recital to the Annex, Paragraph 1(b) or Paragraph 2 of the Annex or the definitions in Paragraph 12 of the Annex, (a) the term “Secured Party” as used in the Annex means only Dealer, (b) the term “Pledgor” as used in the Annex means only Counterparty, and (c) only Counterparty makes the pledge and grant in Paragraph 2 of the Annex, the acknowledgment in the final sentence of Paragraph 8(a) of the Annex and the representations in Paragraph 9 of the Annex.

(m) Transfer Timing. From and after the Collateral Change Date, Paragraph 4(b) of the Agreement is hereby amended by (i) deleting the word “next” in the third line there and replacing it with the word “same” and (ii) deleting the word “second” in the fifth line thereof and replacing it with the word “next”.


Account Details:

Payments to Dealer:		FEDWIRE PAYMENTS ABA No. 026004226 Bank: Société Générale, New York Account No.: 196002 CHIPS PAYMENTS ABA No: 422 Bank: Société Générale, New York Account No.: 196002 Posted Collateral in the form of securities: To be advised

Payments to Counterparty:		To be advised

Offices:		The Office of Dealer for the Transaction is London

(n)	Matters relating to Dealer and SG Americas Securities LLC (the “Agent”):

(i) Dealer is not registered as a broker or dealer under the Exchange Act. Agent has acted solely as agent for Dealer and Counterparty to the extent required by, and solely for the purpose of, Section 15a-6 of the Exchange Act and not for any other purpose, in connection with the Transaction and has no obligations, by way of issuance, endorsement, guarantee or otherwise, with respect to the performance of either party under the Transaction. Absent fraud or willful misconduct by Agent, the parties agree to proceed solely against each other, and not against Agent, in seeking enforcement of their rights and obligations with respect to the Transaction, including their rights and obligations with respect to payment of funds and delivery of securities.

(ii) Agent may have been paid a fee by Dealerin connection with the Transaction. Further details will be furnished upon written request.

(iii) The time of the Transaction will be furnished by Agent upon written request.

Please confirm that the foregoing correctly sets forth the terms of our agreement by sending to us a letter or telex substantially similar to this facsimile, which letter or telex sets forth the material terms of each Transaction to which each of these Confirmations relate and indicates your agreement to those terms. Dealer will make the times of execution of this Transaction available upon request.

We are very pleased to have concluded this Transaction with you.

Kind regards,

SOCIETE GENERALE



By:
Name:		Florence Nicolai
Title:		Director

Confirmed and Acknowledged as of the date first above written:

MHR CAPITAL PARTNERS MASTER ACCOUNT LP

by: MHR Advisors LLC, its general partner



By:
Name:		Janet Yeung
Title:		Authorized Signatory

ANNEX A

List of Counterparty Persons Who Are to Receive Notices


Name	Telephone	Email
Janet Yeung	212 262 0005	jyeung@mhrfund.com
David Schultz	212 728 5977	dschultz@omm.com
Denis Smith	212 262 0005	dsmith@mhrfund.com

ANNEX B


Spread:		85 basis points per annum

Independent Amount with respect to Counterparty:		On each day from and after the date hereof, Independent Amount with respect to Counterparty shall be 100% of the Notional Amount as of that day (and prior to the Trade Date, the Notional Amount for this purpose will equal the number of Shares hedged on or prior to such date multiplied by the Adjusted Initial Reference Price calculated based on the number of Shares hedged on or prior to such date, assuming (for this purpose only) that the Trade Date used for determining the Hedging Period Day Count Fraction will be September 14, 2012); provided, however, that from and after a date designated by Dealer by notice to Counterparty (the “Collateral Change Date”), Independent Amount with respect to Counterparty shall be a lesser percentage of Notional Amount as specified by Dealer. For the avoidance of doubt, and without limiting any other provisions in this Agreement, the first Independent Amount under this Confirmation will be notified by Dealer to Counterparty at the close of the Exchange on the first date of hedging by the Dealer and payment of such Independent Amount will be due the immediately following Business Day.

Exposure:		Prior to the occurrence of the Collateral Change Date, this Transaction will be excluded from the calculation of Exposure for purposes of the Credit Support Annex, thereafter this Confirmation and the Transaction hereunder shall be included in the calculation of Exposure.

Eligible Collateral:		On the Trade Date, and until the Collateral Change Date, Eligible Collateral for Counterparty shall consist of USD Cash only; provided, however, thereafter Eligible Collateral for Counterparty shall consist of any of the types listed as applicable in Section 13(b)(ii) of the Confirmation.

Averaging Dates:		The 15 Exchange Business Days immediately following and including the Final Date, or such other period as the parties may agree. For the avoidance of doubt, Dealer may extend the Averaging Date period and thereby postpone the Cash Settlement Payment Date for the Transaction to the extent deemed necessary, upon the advice of outside counsel, to comply with Rule 144 under the Securities Act in disposing of any Hedge Position due to any status by Counterparty as an affiliate of the Issuer.

Change in Law:		Applicable, except that (1) the definition of Change in Law shall be amended by adding the following language in the fifth line after “authority),” and before “a party”: “or (C) due to an event that results in any shareholder rights being distributed or becoming separated from shares of common stock or other shares of the capital stock of the Issuer pursuant to a shareholder rights plan or arrangement directed against hostile takeovers that provides upon the occurrence of certain events for a distribution of preferred stock, warrants, debt instruments or stock rights, or (D) due to the Issuer subjecting holders of the Shares to differential treatment with regard to payment of dividends or distributions,” and (2) if only subsection (Y) of the definition is applicable, the sole remedy for Dealer shall be a Price Adjustment as determined by Dealer in a commercially reasonable manner.

ANNEX C


				Dealer Name

[DATE]

[MHR Capital Partners Master Account LP — Notice details]

RE: Forward Sale Transaction - Our Transaction Reference Number:

Dear Sir / Madam,

As referenced in the Confirmation, dated as of June [__], 2012, entered into between Dealer (“Dealer”) and MHR Capital Partners Master Account LP (“Counterparty”), we hereby include a completed Annex C for the following Transaction.


Trade Date
Number of Shares
Initial Reference Price
Adjusted Initial Reference Price
Notional Amount
Floating Rate for the initial Compounding Period

Any capitalized terms used but not defined herein shall have their respective meanings as assigned in the Confirmation.

Kind regards,

DEALER



By:
Name:
Title:



By:
Name:
Title:

EX-99.6 7 d365136dex996.htm FORWARD TRANSACTION AGREEMENT Forward Transaction Agreement

Exhibit 6

FORWARD CONFIRMATION

LOGO

SOCIÉTÉ GÉNÉRALE

17 COURS VALMY 92987

PARIS-LA DEFENSE, FRANCE

June 14, 2012

MHR Capital Partners (100) LP (“Counterparty”)

(Notice details provided on Annex A hereto)

Forward Sale Transaction - Our Transaction Reference Number:

Dear Sir / Madam,

2. The terms of the Transaction to which this Confirmation relates are as follows:


General Terms:

Trade Date:		The earlier of (i) the date on which Dealer or its affiliate completes its hedge in connection with the Transaction as specified in Annex C; provided that, if the Trade Date has not otherwise occurred by September 14, 2012, such date shall be the Trade Date and Dealer’s or its affiliate’s hedge will be deemed completed as of such date for all purposes hereof and (ii) the date designated by Counterparty by written notice to Dealer as the Trade Date; provided that such date shall not be earlier than the date such notice has been delivered and in any event not later than September 14, 2012. For the period from the date hereof to the Trade Date, Dealer will notify the Counterparty in writing via email to Janet Yeung at jyeung@mhrfund.com, copying David Schultz at dschultz@omm.com and Denis Smith at dsmith@mhrfund.com of the number of Shares for which a hedge relates and the price allocable to such hedge no later than by the opening of business on the Exchange Business Day following any Exchange Business Day on which Dealer or any of its affiliates entered into any hedges with respect to the Transaction.

Final Date:		The date that is twelve (12) months following the Trade Date (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day).

Shares:		The common stock, par value $0.10 per share of Navistar International Corporation (the “Issuer”) (Security Symbol: “NAV”)

Number of Shares:		A number of Shares, which represents the number of Shares Dealer or its affiliate has hedged in connection with the Transaction up to and including the Trade Date. Upon the occurrence of the Trade Date, Dealer will send to Counterparty a completed Annex C for the Transaction.

Exchange(s):		New York Stock Exchange, or any successor to such exchange or quotation system.

Related Exchange(s):		All Exchanges

Calculation Agent:		Dealer

Seller:		Dealer

Buyer:		Counterparty

Prepayment:		Not Applicable

Variable Obligation:		Not Applicable

Forward Price:		On the Trade Date, the Adjusted Initial Reference Price. On each day following the Trade Date, the Forward Price as of the Reset Date immediately preceding such day + (the Forward Price as of the Reset Date immediately preceding such day x applicable Accrual Rate x applicable Floating Rate Day Count Fraction for such day)



VWAP Price:		For any Exchange Business Day, the “Volume Weighted Average Price” per Share, as displayed on Bloomberg Page NAV US EQUITY AQR (or any successor thereto) for the Issuer with respect to the period from 9:30 a.m. to 4:15 p.m. (New York City time) (or, with respect to a hedging date, such shorter period between 9:30 a.m. and 4:15 p.m. as may be specified by Counterparty by shorting such period or by commencing such period after 9:30 a.m., as the case may be (a “Shortened Period”)) on such Exchange Business Day, as determined by the Calculation Agent, or in the event such price is not so reported for such Exchange Business Day for any reason or is manifestly erroneous, as reasonably determined by the Calculation Agent. In the case of a Shortened Period, (i) the Calculation Agent will adjust the VWAP Price to reflect the “Volume Weighted Average Price” per Share, as displayed by Bloomberg for such Shortened Period, and (ii) the Calculation Agent, in its sole discretion, exercised in a commercially reasonable manner, will adjust the Number of Shares to which this Transaction relates based on historical trading patterns of the Shares (as applied via Dealer’s proprietary models) over such Shortened Period.

Initial Reference Price:		The VWAP Price on each Exchange Business Day on which Dealer (or its affiliates) enters into its hedge in connection with the Transaction plus $0.05 per Share, as specified in Annex C. Upon the occurrence of the Trade Date, Dealer will send to Counterparty a completed Annex C.

Adjusted Initial Reference Price:		The Initial Reference Price + (the Initial Reference Price x 1.10% x Hedging Period Day Count Fraction)

Hedging Period Day Count Fraction:		The number of days between the Weighted Average Hedge Date and the Trade Date divided by 360.

Weighted Average Hedge Date:		The average date on which Dealer establishes its hedge in connection with the Transaction, weighted according to (i) the number of trading days between when Dealer begins hedging and the Trade Date and (ii) the notional amount hedged by Dealer on each trading day during such period.

Notional Amount:		The Number of Shares x Forward Price

Accrual Rate:		Floating Rate for the relevant Reset Date plus Spread

Floating Rate Option:		USD-LIBOR-BBA

Floating Rate for the initial Compounding Period:		As specified in Annex C. Upon the occurrence of the Trade Date, Dealer will send to Counterparty a completed Annex C.

Designated Maturity:		One month

Reset Date:		The Trade Date and the first Business Day of each month

Spread:		As specified in Annex B.

Independent Amount with respect to Counterparty:		As specified in Annex B.

Floating Rate Day Count Fraction:		Actual/360



Compounding:		Applicable, as provided in “Forward Price” above.

Business Day:		New York and London.

Dividend Payment:		With respect to any cash dividend or cash distribution on the Shares for which the Record Date occurs during the Dividend Period, Dealer shall pay such dividend to Counterparty on the Dividend Payment Date; provided that for any dividend for which the ex dividend date occurs during the Averaging Date period, Dealer shall pay an amount equal to the dividends paid on such fraction of the Number of Shares equal to the number of Averaging Dates remaining on the date the Shares begin trading ex dividend (including the date on which the Shares begin trading ex dividend) divided by the total number of Averaging Dates.

Dividend Payment Date:		In respect of any cash dividend or cash distribution on the Shares, the Dividend Receipt Date (or if such day is not a Currency Business Day, the Currency Business Day immediately following such date).

Dividend Receipt Date:		The date of receipt of a dividend by holders of record.

Record Date:		Each relevant date of determination of holder of record status.

Dividend Amount:		The Record Amount x Number of Shares (as such Number of Shares may be reduced by (i) early termination or (ii) the unwind of Shares during the period of Averaging Dates as described in “Dividend Payment” above). The Calculation Agent will adjust the Dividend Amount as necessary for any applicable taxes in respect of Section 871(m) of the Internal Revenue Code. If the Calculation Agent cannot adjust the Dividend Amount to account for such tax, or if the Transaction is otherwise terminated, the Counterparty will pay to Dealer an amount that would reimburse Dealer for any withholding tax under Section 871(m). Any tax under Section 871(m) will not be an “Indemnifiable Tax” under this Agreement.

Dividend Period:		The period commencing on and including the Clearance System Business Day that is one Settlement Cycle following the Trade Date for the relevant Transaction and ending on but excluding (x) the Cash Settlement Payment Date, if Cash Settlement applies or (y) the Settlement Date, if Physical Settlement applies.

Share Dividend Elections:		In the event that a dividend is payable in either cash or property or a combination thereof at the election of a person who would be a holder of record of such Shares, the Dividend Amount shall be determined as if no election were made pursuant to the election default provision set forth in the documents relating to the payment of dividends on the Shares.

Valuation:

Valuation Time:		At the 4:00 p.m. close of trading on the Exchange.

Valuation Date:		The final Averaging Date for the Transaction.

Averaging Dates:		As specified in Annex B.

Averaging Date Disruption:		Modified Postponement


Settlement Terms:

Settlement Method Election:		Applicable. In addition, and without limiting any other provision herein, if Counterparty elects Cash Settlement (or Cash Settlement is otherwise deemed to apply hereunder) and Counterparty (1) represents and warrants to Dealer that it is not an “affiliate” (as such term is defined in Rule 144(a)(1) of the Securities Act of 1933, as amended) (the “Securities Act”) of the Issuer, Cash Settlement will be determined by reference to the first sentence under “Averaging Dates” contained in Annex B or (2) does not represent and warrant to Dealer that it is not an “affiliate” of the Issuer, Cash Settlement will be determined by the Dealer by reference to the definition of “Averaging Dates” contained in Annex B.

Electing Party:		Counterparty

Settlement Method Election Date:		The second (2nd) Scheduled Trading Day prior to the Final Date for the Transaction.

Default Settlement Method:		Physical Settlement.

Settlement Currency:		USD

Settlement Price:		The Relevant Price minus $0.05.

Relevant Price:		The arithmetic average of the prices calculated on each Averaging Date as the volume weighted average price per Share for all trades in the Shares on the Exchange from 9:30 a.m. New York time until 4:15 p.m. New York time on such day (calculated using Bloomberg’s service at NAV US EQUITY AQR or, if such service is not available, another method reasonably determined in good faith by the Calculation Agent, whose determination shall be final and binding unless it is unreasonable).

Forward Cash Settlement Amount:		(Settlement Price x Number of Shares) – (Number of Shares x Forward Price). For this purpose, the Forward Price shall be the arithmetic average of the Forward Prices calculated on the date that is one Settlement Cycle following each Averaging Date.

Cash Settlement:		If Cash Settlement applies, and: (i) the Forward Cash Settlement Amount is a positive number, then Dealer shall pay to Counterparty the Forward Cash Settlement Amount on the relevant Cash Settlement Payment Date; and (ii) the Forward Cash Settlement Amount is a negative number, then Counterparty shall pay to Dealer the absolute value of the Forward Cash Settlement Amount on the relevant Cash Settlement Payment Date.

Cash Settlement Payment Date:		Three (3) Currency Business Days after the Valuation Date.

Physical Settlement:		If Physical Settlement applies, on the Settlement Date, Counterparty will pay to Dealer an amount equal to the Forward Price multiplied by the Number of Shares, and Dealer will deliver to Counterparty the Number of Shares (rounded down to the nearest whole Share) and pay the Fractional Share Amount, if any.


Settlement Date:		If Physical Settlement applies, the date that is one Settlement Cycle following the Final Date.

Share Adjustments:

Method of Adjustment:		Calculation Agent Adjustment

Extraordinary Events:

New Shares:		The definition of “New Shares” in Section 12.1(i) of the Equity Definitions shall apply; provided, however, that: (a) if the Exchange mentioned therein is located in the United States, the definition of “New Shares” shall be amended by deleting subsection (i) in its entirety and replacing it with the following: “(i) publicly quoted, traded or listed on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors)”.

Consequences of Merger Events:

(a) Share-for-Share:		Modified Calculation Agent Adjustment

(b) Share-for-Other:		Modified Calculation Agent Adjustment

(c) Share-for-Combined:		Modified Calculation Agent Adjustment

Tender Offer:		Applicable

Consequences of Tender Offers:

(a) Share-for-Share:		Modified Calculation Agent Adjustment; provided that, prior to the occurrence of a Collateral Change Date, Dealer will not be permitted to adjust the collateral terms thereunder.

(b) Share-for-Other:		Modified Calculation Agent Adjustment; provided that, prior to the occurrence of a Collateral Change Date, Dealer will not be permitted to adjust the collateral terms thereunder.

(c) Share-for-Combined:		Modified Calculation Agent Adjustment; provided that, prior to the occurrence of a Collateral Change Date, Dealer will not be permitted to adjust the collateral terms thereunder.

Additional Tender Offer Terms:		Dealer and Counterparty each acknowledges that if, during the term of this Transaction, (i) the Shares that are the subject of the Transaction are, or become, the subject of a Tender Offer and (ii) either party hereto owns a hedge with respect to such Shares and elects to participate in such Tender Offer, then, notwithstanding anything set forth to the contrary herein or in the Equity Definitions, that Transaction may not be terminated during the period from and including the Tender Offer Expiration Date (as defined below) up to but excluding the Tender Offer Date. For the purpose hereof, the following term shall have the meaning indicated below: “Tender Offer Expiration Date” shall mean the date as of which a theoretical holder of the Shares is no longer permitted to withdraw its Shares tendered pursuant to such Tender Offer, as



		provided in the documents related to such Tender Offer (subject to any extensions as provided pursuant to the documents related to such Tender Offer).

Composition of Combined Consideration:		Inapplicable

Nationalisation, Insolvency or Delisting:		Cancellation and Payment

Shareholder Rights Plan:		With respect to the above Share Adjustments and Extraordinary Events, upon the occurrence of an event described in Section 11.2(e)(vi) of the Equity Definitions (including the issuance of Shares under a so-called “poison pill”) that occurs as a direct result of an acquisition of Shares, or a derivative or equivalent transaction involving the Shares, by the Counterparty or its affiliated funds in excess of the ownership threshold specified in such shareholder rights plan that triggers such Share Adjustment or Extraordinary Event, Dealer shall not be obligated to adjust the Number of Shares or other terms hereunder to reflect such event, and without limiting the foregoing, the Number of Shares deliverable by Dealer hereunder will be determined exclusive of additional Shares or rights with respect thereto delivered to other holders of Shares as a result of such event.

Modified Calculation Agent Adjustment:		For the avoidance of doubt, and without limiting the other provisions of the definition thereof, Modified Calculation Agent Adjustment will permit the Calculation Agent to adjust the collateral terms of the Transaction; provided that, prior to the occurrence of a Collateral Change Date, Dealer will not be permitted to adjust the collateral terms thereunder.

Additional Disruption Events:

Change in Law:		As specified in Annex B.

Insolvency Filing:		Applicable

Determining Party:		Dealer
Additional Termination Events:

Optional Early Termination:		Counterparty may upon two (2) Scheduled Trading Day’s prior notice (or such earlier time as the parties may agree) to Dealer, terminate the Transaction, in whole or in part, by designating any Scheduled Trading Day as the “Optional Early Termination Final Date” for the Transaction or portion thereof. If the Counterparty gives notice of election of an Optional Early Termination, Counterparty will simultaneously be required to give notice of settlement method. For the avoidance of doubt, if such right is exercised pursuant to the terms hereof, with respect to the Transaction or that portion of the Transaction that is terminated, (1) the Optional Early Termination Final Date shall be deemed to be the Final Date (subject to Disrupted Day provisions, if applicable), (2) the Optional Early Termination Settlement Date (as defined below) shall be deemed to be the Cash Settlement Payment Date or Settlement Date, as applicable, (3) the Settlement Price shall be


		calculated in accordance with “Settlement Terms” above as if the Optional Early Termination Final Date were the Final Date, and (4) the Calculation Agent shall make the calculations described under “Valuation” and “Settlement Terms” above with respect to all or a portion of the Transaction being terminated, as applicable, and the remainder of the Transaction shall continue in accordance with its terms.

Optional Early Termination Settlement Date:		One (1) Clearance System Business Day following the Optional Early Termination Final Date, in the case of Physical Settlement, or three (3) Currency Business Days following the Valuation Date, in the case of Cash Settlement.
Consequences of Early Termination, Extraordinary Events, Additional Disruption Events or Additional Termination Events:

Settlement:		Notwithstanding anything else in the Equity Definitions or the Agreement, upon the occurrence of a Termination Event, an Extraordinary Event, an Additional Disruption Event or an Additional Termination Event (other than an Optional Early Termination), with respect to the Transaction or any portion of the Transaction, then with respect to the Transaction or any portion of the Transaction that is terminated, (1) the Final Date shall be deemed to have occurred on the date that is thirty (30) Exchange Business Days from the date of such occurrence (provided, however, that (a) the parties may agree to modify such date and (b) with respect to a Termination Event, Additional Termination Event or Additional Disruption Event, Dealer may elect to shorten such period by up to 25 Exchange Business Days, with Counterparty’s consent, or lengthen such period by up to 10 Exchange Business Days, without Counterparty’s consent), (2) the parties shall settle the Transaction or the portion of the Transaction that is terminated as if the provisions of the Equity Definitions and “Valuation” and “Settlement Terms” above were applicable on such deemed Final Date, using the deemed Final Date to calculate the deemed Cash Settlement Payment Date or Settlement Date, (3) the Settlement Price shall be calculated in accordance with “Settlement Terms” above as if the deemed Final Date were the Final Date (except if the Shares are not listed or quoted on the Exchange or a Related Exchange or in the event of termination due to Nationalization or Insolvency, the Settlement Price shall be calculated by reference to an objective measure as determined by the Calculation Agent), and (4) the Calculation Agent shall make the calculations described under “Valuation” and “Settlement Terms” above with respect to all or a portion of the Transaction being terminated, as applicable, and the remainder of the Transaction shall continue in accordance with its terms. In connection with any such early termination, Dealer will use reasonable efforts to effect Physical Settlement to the extent Counterparty is then legally permitted to acquire the relevant Shares and has elected Physical Settlement.

Assignment:

Section 7 of the Agreement is hereby modified as follows:

Representations:


		Non-Reliance:		Applicable

		Agreement and Acknowledgments Regarding Hedging Activities:		Applicable

		Additional Acknowledgments:		Applicable

Miscellaneous:

Mutual Representations. Each of Dealer and Counterparty represents and warrants to the other party that:

•

Total Exposure. If the aggregate total exposure of Counterparty, its affiliated funds and any member of a “group” (as defined under Section 13(d) of the Exchange Act) to which it is a party (as disclosed by Counterparty in any filing made by Counterparty pursuant to Section 13(d) of the Exchange Act) to the Issuer under this Transaction, together with similar derivative transactions entered into between Counterparty or its affiliated funds and Dealer or Dealer’s affiliates (together, the “MHR Transactions”), shall be greater than 9.99% of Shares outstanding at any time, each party agrees to terminate the Transaction or portion of the Transaction such that such total aggregate exposure to the Issuer pursuant to the MHR Transactions shall be equal to 9.99% of Shares outstanding at that time. For the avoidance of doubt, breach of this representation shall constitute an Event of Default giving Dealer the right to immediately designate an Early Termination Date under this Transaction or any of the MHR Transactions;

•

Confidentiality. The Transaction and the terms and conditions contained therein shall not be disclosed by Dealer to any person or entity (other than on a confidential basis to its employees, accountants, attorneys or its other advisors, and then only on a confidential, “need to know” basis and in connection with the Transaction). Notwithstanding anything provided herein or in the Agreement, and notwithstanding any express or implied claims of exclusivity or proprietary rights, the parties (and each of their employees, representatives or other agents) are authorized (A) to disclose to any and all persons, beginning immediately upon commencement of their discussions and without limitation of any kind, the tax treatment and tax structure of the Transaction, and all materials of any kind (including opinions or other tax analyses) that are provided by either party to the other relating to such tax treatment and tax structure and (B) to make such other public disclosures of the Transaction and the terms and conditions thereof (1) as required by judicial or administrative proceeding, (2) as required by law or regulation (including describing and/or filing this Agreement as an exhibit, as may be required, on the advice of Counterparty’s counsel, pursuant to applicable securities laws or regulations), (3) at the request of a bank or other regulatory agency or in connection with an examination by bank examiners or other regulatory authorities, or (4) at the express direction of any other authorized government agency;

•

Regulatory Compliance. As of the Trade Date, it has made, and at all times during the Transaction will timely make, all of its material regulatory filings and it has complied, and at all times during the Transaction will comply, in connection with the Transaction and all related or contemporaneous sales and purchases of Shares, with the applicable provisions of the under the U.S. Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, and the rules and regulations thereunder;

•

Counterparty Representations, Acknowledgements and Agreements. Counterparty represents, warrants, acknowledges and agrees with Dealer that:

(i)

Counterparty is not as of the date hereof and as of the Trade Date, and will not be after giving effect to the Transaction contemplated hereby, insolvent;

(ii)

Counterparty will comply with its filing obligations under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

(iii)

(iv)

(v)

(vi)

Additional Provisions.

Governing law: The law of the State of New York.

Modifications to Paragraph 13 of the Credit Support Annex:

Paragraph 13. Elections and Variables.

(b) Credit Support Obligations.

(i)

Delivery Amount, Return Amount and Credit Support Amount.

(A)

“Delivery Amount” has the meaning specified in Paragraph 3(a).

(B)

“Return Amount” has the meaning specified in Paragraph 3(b).

(C)

“Credit Support Amount” has the meaning specified in the last paragraph of Paragraph 3.

(ii) Eligible Collateral. Except as otherwise provided in Annex B, the following items will qualify as “Eligible Collateral” for the party specified:


		Dealer	Counterparty	Valuation Percentage

(A)	Cash	[X]	[X]	100%

(B)	negotiable debt obligations issued by the U.S. Treasury Department having a remaining maturity of less than one year	[X]	[X]	99%

(C)	negotiable debt obligations issued by the U.S. Treasury Department having a remaining maturity of 1-10 years	[ ]	[ ]	97%

(D)	negotiable debt obligations issued by the U.S. Treasury Department having a remaining maturity of more than 10 years	[ ]	[ ]	95%

(E)	single-class mortgage participation certificates (“FHLMC Certificates”) in book-entry form backed by single-family residential mortgage loans, the full and timely payment of interest at the applicable certificate rate and the ultimate collection of principal of which are guaranteed by the Federal Home Loan Mortgage Corporation (excluding Real Estate Mortgage Investment Conduit (“REMIC”) or other multi-class pass-through certificates, collateralized mortgage obligations, pass-through certificates backed by adjustable rate mortgages, securities paying interest or principal only and similar derivative securities);	[ ]	[ ]	90%

(F)	single-class mortgage pass-through certificates (“FNMA Certificates”) in book-entry form backed by single-family residential mortgage loans, the full and timely payment of interest at the applicable certificate rate and ultimate collection of principal of which are guaranteed by the Federal National Mortgage Association (excluding REMIC or other multi-class pass-through certificates, pass-through certificates backed by adjustable rate mortgages collateralized mortgage obligations, securities paying interest or principal only and similar derivative securities);	[ ]	[ ]	90%



(G)	single-class fully modified pass-through certificates (“GNMA Certificates” in book-entry form backed by single-family residential mortgage loans, the full and timely payment of principal and interest of which is guaranteed by the Government National Mortgage Association (excluding REMIC or other multi-class pass-through certificates, collateralized mortgage obligations, pass-through certificates backed by adjustable rate mortgages, securities paying interest or principal only and similar derivatives securities).	[ ]	[ ]	90%

(H)	Such other collateral as Dealer and Counterparty may agree.	[ X ]	[ X ]	As may be agreed.

(iii) Other Eligible Support. The following items will qualify as “Other Eligible Support” for the party specified: Not Applicable.

(iv) Thresholds.

(A)

“Independent Amount” means with respect to Dealer: Zero

“Independent Amount” means with respect to Counterparty for the Transaction under this Agreement: as specified in Annex B.

(B)

“Threshold” means with respect to Dealer: Inapplicable

“Threshold” means with respect to Counterparty: Zero

(C)

“Minimum Transfer Amount” means with respect to Counterparty: the lesser of $500,000 and 1.0% of the closing price per Share on the preceding Exchange Business Day multiplied by the Number of Shares (as such amount may be reduced upon early termination or settlement); provided, however, that the Minimum Transfer Amount for Counterparty shall be $0 upon the occurrence and during the continuance of an Event of Default, Potential Event of Default, Termination Event, Additional Termination Event (other than an Optional Early Termination) or Specified Condition with respect to Counterparty.

(D)

Rounding. The Delivery Amount and the Return Amount will be rounded up and down respectively to the nearest integral multiple of $50,000.

(i) “Valuation Agent” means: Dealer.

(ii) “Valuation Date” means: each Local Business Day.

(iv) “Notification Time” means 10:00 a.m., New York time, on a Local Business Day.


	Dealer	Counterparty

Illegality	[X]	[X]
Tax Event	[ ]	[ ]
Tax Event Upon Merger	[ ]	[ ]
Credit Event Upon Merger	[X]	[X]
Additional Termination Event	[ ]	[ ]

(e)

Substitution.

(i) “Substitution Date” has the meaning specified in Paragraph 4(d)(ii).

(ii) Consent. If specified here as applicable, then the Pledgor must obtain the Secured Party’s consent for any substitution pursuant to Paragraph 4(d): Inapplicable

(f)

Dispute Resolution.

(i)

“Resolution Time” means 1:00 p.m., New York time, on the Local Business Day following the date on which the notice is given that gives rise to a dispute under Paragraph 5.

(ii)

(iii)

(g)

Holding and Using Posted Collateral.

(A)

Dealer is not a Defaulting Party.

(B)

Posted Collateral consisting of certificated securities must be held in New York.

Initially, the Custodian for Dealer is: Not Applicable.

(h)

Distributions and Interest Amount.

(iii) Alternative to Interest Amount. The provisions of Paragraph 6(d)(ii) will apply.

(i)

Other Eligible Support and Other Posted Support.

(i) “Value” with respect to Other Eligible Support and Other Posted Support means: Inapplicable.

(ii) “Transfer” with respect to Other Eligible Support and Other Posted Support means: Inapplicable.

(j) Demands and Notices. All demands, specifications and notices hereunder will be made pursuant to the Notices Section of the Agreement, unless otherwise specified here:


Dealer:		For Collateral: Societe Generale, New York Branch 480 Washington Boulevard Jersey City, NJ 07310 Attention: Collateral Management Team Telephone: (201) 839-1940 Facsimile: (201) 839-8126 E-mail: collateral-NY@sgcib.com Sales & Trading:

Attention:		Sanjay Garg and Aurelien Bonnet Telephone (212) 278-5187 Email: sanjay.garg@sgcib.com and aurelien.bonnet@sgcib.com Societe Generale c/o SG Americas Securities LLC 1221 Avenue of the Americas New York, NY 10020

		Legal Steve Milankov Telephone (212) 278-6985 Email: steve.milankov@sgcib.com Societe Generale c/o SG Americas Securities LLC 1221 Avenue of the Americas New York, NY 10020

Addresses for Transfers.

Dealer: See Payments to Dealer under Section 3 below.

Counterparty: [To be advised]


Account Details:

Payments to Dealer:		FEDWIRE PAYMENTS ABA No. 026004226 Bank: Société Générale, New York Account No.: 196002 CHIPS PAYMENTS ABA No: 422 Bank: Société Générale, New York Account No.: 196002 Posted Collateral in the form of securities: To be advised

Payments to Counterparty:		To be advised

Offices:		The Office of Dealer for the Transaction is London

(n)	Matters relating to Dealer and SG Americas Securities LLC (the “Agent”):

(ii) Agent may have been paid a fee by Dealerin connection with the Transaction. Further details will be furnished upon written request.

(iii) The time of the Transaction will be furnished by Agent upon written request.

Please confirm that the foregoing correctly sets forth the terms of our agreement by sending to us a letter or telex substantially similar to this facsimile, which letter or telex sets forth the material terms of each Transaction to which each of these Confirmations relate and indicates your agreement to those terms. Dealer will make the times of execution of this Transaction available upon request.

We are very pleased to have concluded this Transaction with you.

Kind regards,

SOCIETE GENERALE



By:
Name: Florence Nicolai
Title: Director

Confirmed and Acknowledged as of the date first above written:

MHR CAPITAL PARTNERS (100) LP

BY: MHR Advisors LLC, its general partner



By:
Name: Janet Yeung
Title: Authorized Signatory

ANNEX A

List of Counterparty Persons Who Are to Receive Notices


Name	Telephone	Email
Janet Yeung	212 262 0005	jyeung@mhrfund.com
David Schultz	212 728 5977	dschultz@omm.com
Denis Smith	212 262 0005	dsmith@mhrfund.com

ANNEX B


Spread:		85 basis points per annum

Independent Amount with respect to Counterparty:		On each day from and after the date hereof, Independent Amount with respect to Counterparty shall be 100% of the Notional Amount as of that day (and prior to the Trade Date, the Notional Amount for this purpose will equal the number of Shares hedged on or prior to such date multiplied by the Adjusted Initial Reference Price calculated based on the number of Shares hedged on or prior to such date, assuming (for this purpose only) that the Trade Date used for determining the Hedging Period Day Count Fraction will be September 14, 2012); provided, however, that from and after a date designated by Dealer by notice to Counterparty (the “Collateral Change Date”), Independent Amount with respect to Counterparty shall be a lesser percentage of Notional Amount as specified by Dealer. For the avoidance of doubt, and without limiting any other provisions in this Agreement, the first Independent Amount under this Confirmation will be notified by Dealer to Counterparty at the close of the Exchange on the first date of hedging by the Dealer and payment of such Independent Amount will be due the immediately following Business Day.

Exposure:		Prior to the occurrence of the Collateral Change Date, this Transaction will be excluded from the calculation of Exposure for purposes of the Credit Support Annex, thereafter this Confirmation and the Transaction hereunder shall be included in the calculation of Exposure.

Eligible Collateral:		On the Trade Date, and until the Collateral Change Date, Eligible Collateral for Counterparty shall consist of USD Cash only; provided, however, thereafter Eligible Collateral for Counterparty shall consist of any of the types listed as applicable in Section 13(b)(ii) of the Confirmation.

Averaging Dates:		The 15 Exchange Business Days immediately following and including the Final Date, or such other period as the parties may agree. For the avoidance of doubt, Dealer may extend the Averaging Date period and thereby postpone the Cash Settlement Payment Date for the Transaction to the extent deemed necessary, upon the advice of outside counsel, to comply with Rule 144 under the Securities Act in disposing of any Hedge Position due to any status by Counterparty as an affiliate of the Issuer.

Change in Law:		Applicable, except that (1) the definition of Change in Law shall be amended by adding the following language in the fifth line after “authority),” and before “a party”: “or (C) due to an event that results in any shareholder rights being distributed or becoming separated from shares of common stock or other shares of the capital stock of the Issuer pursuant to a shareholder rights plan or arrangement directed against hostile takeovers that provides upon the occurrence of certain events for a distribution of preferred stock, warrants, debt instruments or stock rights, or (D) due to the Issuer subjecting holders of the Shares to differential treatment with regard to payment of dividends or distributions,” and (2) if only subsection (Y) of the definition is applicable, the sole remedy for Dealer shall be a Price Adjustment as determined by Dealer in a commercially reasonable manner.

ANNEX C

Dealer Name

[DATE]

[MHR Capital Partners (100) LP— Notice details]

RE: Forward Sale Transaction - Our Transaction Reference Number:

Dear Sir / Madam,

As referenced in the Confirmation, dated as of June [__], 2012, entered into between Dealer (“Dealer”) and MHR Capital Partners (100) LP (“Counterparty”), we hereby include a completed Annex C for the following Transaction.


Trade Date
Number of Shares
Initial Reference Price
Adjusted Initial Reference Price
Notional Amount
Floating Rate for the initial Compounding Period

Any capitalized terms used but not defined herein shall have their respective meanings as assigned in the Confirmation.

Kind regards,

DEALER



By:
Name:
Title:



By:
Name:
Title:

EX-99.7 8 d365136dex997.htm FORWARD TRANSACTION AGREEMENT Forward Transaction Agreement

Exhibit 7

FORWARD CONFIRMATION

LOGO


				SOCIÉTÉ GÉNÉRALE
				17 COURS VALMY 92987
				PARIS-LA DEFENSE, FRANCE

June 14, 2012

MHR Institutional Partners III LP (“Counterparty”)

(Notice details provided on Annex A hereto)

Forward Sale Transaction - Our Transaction Reference Number:

Dear Sir / Madam,

2. The terms of the Transaction to which this Confirmation relates are as follows:


General Terms:

Trade Date:		The earlier of (i) the date on which Dealer or its affiliate completes its hedge in connection with the Transaction as specified in Annex C; provided that, if the Trade Date has not otherwise occurred by September 14, 2012, such date shall be the Trade Date and Dealer’s or its affiliate’s hedge will be deemed completed as of such date for all purposes hereof and (ii) the date designated by Counterparty by written notice to Dealer as the Trade Date; provided that such date shall not be earlier than the date such notice has been delivered and in any event not later than September 14, 2012. For the period from the date hereof to the Trade Date, Dealer will notify the Counterparty in writing via email to Janet Yeung at jyeung@mhrfund.com, copying David Schultz at dschultz@omm.com and Denis Smith at dsmith@mhrfund.com of the number of Shares for which a hedge relates and the price allocable to such hedge no later than by the opening of business on the Exchange Business Day following any Exchange Business Day on which Dealer or any of its affiliates entered into any hedges with respect to the Transaction.

Final Date:		The date that is twelve (12) months following the Trade Date (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day).

Shares:		The common stock, par value $0.10 per share of Navistar International Corporation (the “Issuer”) (Security Symbol: “NAV”)

Number of Shares:		A number of Shares, which represents the number of Shares Dealer or its affiliate has hedged in connection with the Transaction up to and including the Trade Date. Upon the occurrence of the Trade Date, Dealer will send to Counterparty a completed Annex C for the Transaction.

Exchange(s):		New York Stock Exchange, or any successor to such exchange or quotation system.

Related Exchange(s):		All Exchanges

Calculation Agent:		Dealer

Seller:		Dealer

Buyer:		Counterparty

Prepayment:		Not Applicable

Variable Obligation:		Not Applicable

Forward Price:		On the Trade Date, the Adjusted Initial Reference Price.

		On each day following the Trade Date, the Forward Price as of the Reset Date immediately preceding such day + (the Forward Price as of the Reset Date immediately preceding such day x applicable Accrual Rate x applicable Floating Rate Day Count Fraction for such day)


VWAP Price:		For any Exchange Business Day, the “Volume Weighted Average Price” per Share, as displayed on Bloomberg Page NAV US EQUITY AQR (or any successor thereto) for the Issuer with respect to the period from 9:30 a.m. to 4:15 p.m. (New York City time) (or, with respect to a hedging date, such shorter period between 9:30 a.m. and 4:15 p.m. as may be specified by Counterparty by shorting such period or by commencing such period after 9:30 a.m., as the case may be (a “Shortened Period”)) on such Exchange Business Day, as determined by the Calculation Agent, or in the event such price is not so reported for such Exchange Business Day for any reason or is manifestly erroneous, as reasonably determined by the Calculation Agent. In the case of a Shortened Period, (i) the Calculation Agent will adjust the VWAP Price to reflect the “Volume Weighted Average Price” per Share, as displayed by Bloomberg for such Shortened Period, and (ii) the Calculation Agent, in its sole discretion, exercised in a commercially reasonable manner, will adjust the Number of Shares to which this Transaction relates based on historical trading patterns of the Shares (as applied via Dealer’s proprietary models) over such Shortened Period.

Initial Reference Price:		The VWAP Price on each Exchange Business Day on which Dealer (or its affiliates) enters into its hedge in connection with the Transaction plus $0.05 per Share, as specified in Annex C. Upon the occurrence of the Trade Date, Dealer will send to Counterparty a completed Annex C.

Adjusted Initial Reference Price:		The Initial Reference Price + (the Initial Reference Price x 1.10% x Hedging Period Day Count Fraction)

Hedging Period Day Count Fraction:		The number of days between the Weighted Average Hedge Date and the Trade Date divided by 360.

Weighted Average Hedge Date:		The average date on which Dealer establishes its hedge in connection with the Transaction, weighted according to (i) the number of trading days between when Dealer begins hedging and the Trade Date and (ii) the notional amount hedged by Dealer on each trading day during such period.

Notional Amount:		The Number of Shares x Forward Price

Accrual Rate:		Floating Rate for the relevant Reset Date plus Spread

Floating Rate Option:		USD-LIBOR-BBA

Floating Rate for the initial Compounding Period:		As specified in Annex C. Upon the occurrence of the Trade Date, Dealer will send to Counterparty a completed Annex C.

Designated Maturity:		One month

Reset Date:		The Trade Date and the first Business Day of each month

Spread:		As specified in Annex B.

Independent Amount with respect to Counterparty:		As specified in Annex B.

Floating Rate Day Count Fraction:		Actual/360



Compounding:		Applicable, as provided in “Forward Price” above.

Business Day:		New York and London.

Dividend Payment:		With respect to any cash dividend or cash distribution on the Shares for which the Record Date occurs during the Dividend Period, Dealer shall pay such dividend to Counterparty on the Dividend Payment Date; provided that for any dividend for which the ex dividend date occurs during the Averaging Date period, Dealer shall pay an amount equal to the dividends paid on such fraction of the Number of Shares equal to the number of Averaging Dates remaining on the date the Shares begin trading ex dividend (including the date on which the Shares begin trading ex dividend) divided by the total number of Averaging Dates.

Dividend Payment Date:		In respect of any cash dividend or cash distribution on the Shares, the Dividend Receipt Date (or if such day is not a Currency Business Day, the Currency Business Day immediately following such date).

Dividend Receipt Date:		The date of receipt of a dividend by holders of record.

Record Date:		Each relevant date of determination of holder of record status.

Dividend Amount:		The Record Amount x Number of Shares (as such Number of Shares may be reduced by (i) early termination or (ii) the unwind of Shares during the period of Averaging Dates as described in “Dividend Payment” above). The Calculation Agent will adjust the Dividend Amount as necessary for any applicable taxes in respect of Section 871(m) of the Internal Revenue Code. If the Calculation Agent cannot adjust the Dividend Amount to account for such tax, or if the Transaction is otherwise terminated, the Counterparty will pay to Dealer an amount that would reimburse Dealer for any withholding tax under Section 871(m). Any tax under Section 871(m) will not be an “Indemnifiable Tax” under this Agreement.

Dividend Period:		The period commencing on and including the Clearance System Business Day that is one Settlement Cycle following the Trade Date for the relevant Transaction and ending on but excluding (x) the Cash Settlement Payment Date, if Cash Settlement applies or (y) the Settlement Date, if Physical Settlement applies.

Share Dividend Elections:		In the event that a dividend is payable in either cash or property or a combination thereof at the election of a person who would be a holder of record of such Shares, the Dividend Amount shall be determined as if no election were made pursuant to the election default provision set forth in the documents relating to the payment of dividends on the Shares.

Valuation:

Valuation Time:		At the 4:00 p.m. close of trading on the Exchange.

Valuation Date:		The final Averaging Date for the Transaction.

Averaging Dates:		As specified in Annex B.

Averaging Date Disruption:		Modified Postponement


Settlement Terms:

Settlement Method Election:		Applicable; provided that it shall be a condition to Counterparty’s right to elect Physical Settlement that, at the time of such election, all required filings and any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, have been made or have expired, as applicable (the “HSR Act Condition”). In addition, and without limiting any other provision herein, if Counterparty elects Cash Settlement (or Cash Settlement is otherwise deemed to apply hereunder) and Counterparty (1) represents and warrants to Dealer that it is not an “affiliate” (as such term is defined in Rule 144(a)(1) of the Securities Act of 1933, as amended) (the “Securities Act”) of the Issuer, Cash Settlement will be determined by reference to the first sentence under “*Averaging Dates” contained in Annex B or (2) does not represent and warrant to Dealer that it is not an “affiliate” of the Issuer, Cash Settlement will be determined by the Dealer by reference to the definition of “Averaging Dates*” contained in Annex B.

Electing Party:		Counterparty

Settlement Method Election Date:		The second (2nd) Scheduled Trading Day prior to the Final Date for the Transaction.

Default Settlement Method:		Upon satisfaction of the HSR Act Condition, Physical Settlement; prior to that time, Cash Settlement.

Settlement Currency:		USD

Settlement Price:		The Relevant Price minus $0.05.

Relevant Price:		The arithmetic average of the prices calculated on each Averaging Date as the volume weighted average price per Share for all trades in the Shares on the Exchange from 9:30 a.m. New York time until 4:15 p.m. New York time on such day (calculated using Bloomberg’s service at NAV US EQUITY AQR or, if such service is not available, another method reasonably determined in good faith by the Calculation Agent, whose determination shall be final and binding unless it is unreasonable).

Forward Cash Settlement Amount:		(Settlement Price x Number of Shares) – (Number of Shares x Forward Price). For this purpose, the Forward Price shall be the arithmetic average of the Forward Prices calculated on the date that is one Settlement Cycle following each Averaging Date.

Cash Settlement:		If Cash Settlement applies, and: (i) the Forward Cash Settlement Amount is a positive number, then Dealer shall pay to Counterparty the Forward Cash Settlement Amount on the relevant Cash Settlement Payment Date; and (ii) the Forward Cash Settlement Amount is a negative number, then Counterparty shall pay to Dealer the absolute value of the Forward Cash Settlement Amount on the relevant Cash Settlement Payment Date.


Cash Settlement Payment Date:		Three (3) Currency Business Days after the Valuation Date.

Physical Settlement:		If Physical Settlement applies, on the Settlement Date, Counterparty will pay to Dealer an amount equal to the Forward Price multiplied by the Number of Shares, and Dealer will deliver to Counterparty the Number of Shares (rounded down to the nearest whole Share) and pay the Fractional Share Amount, if any.

Settlement Date:		If Physical Settlement applies, the date that is one Settlement Cycle following the Final Date.

Share Adjustments:

Method of Adjustment:		Calculation Agent Adjustment

Extraordinary Events:

New Shares:		The definition of “New Shares” in Section 12.1(i) of the Equity Definitions shall apply; provided, however, that: (a) if the Exchange mentioned therein is located in the United States, the definition of “New Shares” shall be amended by deleting subsection (i) in its entirety and replacing it with the following: “(i) publicly quoted, traded or listed on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors)”.

Consequences of Merger Events:

(a) Share-for-Share:		Modified Calculation Agent Adjustment

(b) Share-for-Other:		Modified Calculation Agent Adjustment

(c) Share-for-Combined:		Modified Calculation Agent Adjustment

Tender Offer:		Applicable

Consequences of Tender Offers:

(a) Share-for-Share:		Modified Calculation Agent Adjustment; provided that, prior to the occurrence of a Collateral Change Date, Dealer will not be permitted to adjust the collateral terms thereunder.

(b) Share-for-Other:		Modified Calculation Agent Adjustment; provided that, prior to the occurrence of a Collateral Change Date, Dealer will not be permitted to adjust the collateral terms thereunder.

(c) Share-for-Combined:		Modified Calculation Agent Adjustment; provided that, prior to the occurrence of a Collateral Change Date, Dealer will not be permitted to adjust the collateral terms thereunder.

Additional Tender Offer Terms:		Dealer and Counterparty each acknowledges that if, during the term of this Transaction, (i) the Shares that are the subject of the Transaction are, or become, the subject of a Tender Offer and (ii) either party hereto owns a hedge with respect to such Shares and elects to participate in such Tender Offer, then, notwithstanding anything set forth to the contrary herein or in



		the Equity Definitions, that Transaction may not be terminated during the period from and including the Tender Offer Expiration Date (as defined below) up to but excluding the Tender Offer Date. For the purpose hereof, the following term shall have the meaning indicated below: “Tender Offer Expiration Date” shall mean the date as of which a theoretical holder of the Shares is no longer permitted to withdraw its Shares tendered pursuant to such Tender Offer, as provided in the documents related to such Tender Offer (subject to any extensions as provided pursuant to the documents related to such Tender Offer).

Composition of Combined Consideration:		Inapplicable

Nationalisation, Insolvency or Delisting:		Cancellation and Payment

Shareholder Rights Plan:		With respect to the above Share Adjustments and Extraordinary Events, upon the occurrence of an event described in Section 11.2(e)(vi) of the Equity Definitions (including the issuance of Shares under a so-called “poison pill”) that occurs as a direct result of an acquisition of Shares, or a derivative or equivalent transaction involving the Shares, by the Counterparty or its affiliated funds in excess of the ownership threshold specified in such shareholder rights plan that triggers such Share Adjustment or Extraordinary Event, Dealer shall not be obligated to adjust the Number of Shares or other terms hereunder to reflect such event, and without limiting the foregoing, the Number of Shares deliverable by Dealer hereunder will be determined exclusive of additional Shares or rights with respect thereto delivered to other holders of Shares as a result of such event.

Modified Calculation Agent Adjustment:		For the avoidance of doubt, and without limiting the other provisions of the definition thereof, Modified Calculation Agent Adjustment will permit the Calculation Agent to adjust the collateral terms of the Transaction; provided that, prior to the occurrence of a Collateral Change Date, Dealer will not be permitted to adjust the collateral terms thereunder.

Additional Disruption Events:

Change in Law:		As specified in Annex B.

Insolvency Filing:		Applicable

Determining Party:		Dealer

Additional Termination Events:

Optional Early Termination:		Counterparty may upon two (2) Scheduled Trading Day’s prior notice (or such earlier time as the parties may agree) to Dealer, terminate the Transaction, in whole or in part, by designating any Scheduled Trading Day as the “Optional Early Termination Final Date” for the Transaction or portion thereof. If the Counterparty gives notice of election of an Optional Early Termination, Counterparty will simultaneously


		be required to give notice of settlement method. For the avoidance of doubt, if such right is exercised pursuant to the terms hereof, with respect to the Transaction or that portion of the Transaction that is terminated, (1) the Optional Early Termination Final Date shall be deemed to be the Final Date (subject to Disrupted Day provisions, if applicable), (2) the Optional Early Termination Settlement Date (as defined below) shall be deemed to be the Cash Settlement Payment Date or Settlement Date, as applicable, (3) the Settlement Price shall be calculated in accordance with “Settlement Terms” above as if the Optional Early Termination Final Date were the Final Date, and (4) the Calculation Agent shall make the calculations described under “Valuation” and “Settlement Terms” above with respect to all or a portion of the Transaction being terminated, as applicable, and the remainder of the Transaction shall continue in accordance with its terms.

Optional Early Termination Settlement Date:		One (1) Clearance System Business Day following the Optional Early Termination Final Date, in the case of Physical Settlement, or three (3) Currency Business Days following the Valuation Date, in the case of Cash Settlement.

Consequences of Early Termination, Extraordinary Events, Additional Disruption Events or Additional Termination Events:

Settlement:		Notwithstanding anything else in the Equity Definitions or the Agreement, upon the occurrence of a Termination Event, an Extraordinary Event, an Additional Disruption Event or an Additional Termination Event (other than an Optional Early Termination), with respect to the Transaction or any portion of the Transaction, then with respect to the Transaction or any portion of the Transaction that is terminated, (1) the Final Date shall be deemed to have occurred on the date that is thirty (30) Exchange Business Days from the date of such occurrence (provided, however, that (a) the parties may agree to modify such date and (b) with respect to a Termination Event, Additional Termination Event or Additional Disruption Event, Dealer may elect to shorten such period by up to 25 Exchange Business Days, with Counterparty’s consent, or lengthen such period by up to 10 Exchange Business Days, without Counterparty’s consent), (2) the parties shall settle the Transaction or the portion of the Transaction that is terminated as if the provisions of the Equity Definitions and “Valuation” and “Settlement Terms” above were applicable on such deemed Final Date, using the deemed Final Date to calculate the deemed Cash Settlement Payment Date or Settlement Date, (3) the Settlement Price shall be calculated in accordance with “Settlement Terms” above as if the deemed Final Date were the Final Date (except if the Shares are not listed or quoted on the Exchange or a Related Exchange or in the event of termination due to Nationalization or Insolvency, the Settlement Price shall be calculated by reference to an objective measure as determined by the Calculation Agent), and (4) the Calculation Agent shall make the calculations described under “Valuation” and “Settlement Terms” above with respect to all or a portion of the Transaction being terminated, as applicable, and the


		remainder of the Transaction shall continue in accordance with its terms. In connection with any such early termination, Dealer will use reasonable efforts to effect Physical Settlement to the extent Counterparty is then legally permitted to acquire the relevant Shares and has elected Physical Settlement.

Assignment:

Section 7 of the Agreement is hereby modified as follows:

Representations:


Non-Reliance:		Applicable

Agreement and Acknowledgments Regarding Hedging Activities:		Applicable

Additional Acknowledgments:		Applicable

Miscellaneous:

Mutual Representations. Each of Dealer and Counterparty represents and warrants to the other party that:

•

Total Exposure. If the aggregate total exposure of Counterparty, its affiliated funds and any member of a “group” (as defined under Section 13(d) of the Exchange Act) to which it is a party (as disclosed by Counterparty in any filing made by Counterparty pursuant to Section 13(d) of the Exchange Act) to the Issuer under this Transaction, together with similar derivative transactions entered into between Counterparty or its affiliated funds and Dealer or Dealer’s affiliates (together, the “MHR Transactions”), shall be greater than 9.99% of Shares outstanding at any time, each party agrees to terminate the Transaction or portion of the Transaction such that such total aggregate exposure to the Issuer pursuant to the MHR Transactions shall be equal to 9.99% of Shares outstanding at that time. For the avoidance of doubt, breach of this representation shall constitute an Event of Default giving Dealer the right to immediately designate an Early Termination Date under this Transaction or any of the MHR Transactions;

•

Regulatory Compliance. As of the Trade Date, it has made, and at all times during the Transaction will timely make, all of its material regulatory filings and it has complied, and at all times during the Transaction will comply, in connection with the Transaction and all related or contemporaneous sales and purchases of Shares, with the applicable provisions of the under the U.S. Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, and the rules and regulations thereunder;

•

Counterparty Representations, Acknowledgements and Agreements. Counterparty represents, warrants, acknowledges and agrees with Dealer that:

(i)

Counterparty is not as of the date hereof and as of the Trade Date, and will not be after giving effect to the Transaction contemplated hereby, insolvent;

(ii)

Counterparty will comply with its filing obligations under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in doing so will disclose the Number of Shares that are the subject of this Transaction and any other MHR Transaction with any of its affiliated funds. Counterparty agrees to make a filing under Section 13(d) of the Exchange Act no later than June 18, 2012;

(iii)

(iv)

(v)

(vi)

(vii)

Counterparty will promptly notify Dealer upon satisfaction of the HSR Act Condition and will certify as to the satisfaction of such HSR Act Condition at any time it elects Physical Settlement.

Additional Provisions.

Governing law: The law of the State of New York.

Modifications to Paragraph 13 of the Credit Support Annex:

Paragraph 13. Elections and Variables.

(b) Credit Support Obligations.

(i) Delivery Amount, Return Amount and Credit Support Amount.

(A)

“Delivery Amount” has the meaning specified in Paragraph 3(a).

(B)

“Return Amount” has the meaning specified in Paragraph 3(b).

(C)

“Credit Support Amount” has the meaning specified in the last paragraph of Paragraph 3.

(ii) Eligible Collateral. Except as otherwise provided in Annex B, the following items will qualify as “Eligible Collateral” for the party specified:


		Dealer	Counterparty	Valuation Percentage

(A)	Cash	[X]	[X]	100%

(B)	negotiable debt obligations issued by the U.S. Treasury Department having a remaining maturity of less than one year	[X]	[X]	99%

(C)	negotiable debt obligations issued by the U.S. Treasury Department having a remaining maturity of 1-10 years	[ ]	[ ]	97%

(D)	negotiable debt obligations issued by the U.S. Treasury Department having a remaining maturity of more than 10 years	[ ]	[ ]	95%

(E)	single-class mortgage participation certificates (“FHLMC Certificates”) in book-entry form backed by single-family residential mortgage loans, the full and timely payment of interest at the applicable certificate rate and the ultimate collection of principal of which are guaranteed by the Federal Home Loan Mortgage Corporation (excluding Real Estate Mortgage Investment Conduit (“REMIC”) or other multi-class pass-through certificates, collateralized mortgage obligations, pass-through certificates backed by adjustable rate mortgages, securities paying interest or principal only and similar derivative securities);	[ ]	[ ]	90%

(F)	single-class mortgage pass-through certificates (“FNMA Certificates”) in book-entry form backed by single-family residential mortgage loans, the full and timely payment of interest at the applicable certificate rate and ultimate collection of principal of which are guaranteed by the Federal National Mortgage Association (excluding REMIC or other multi-class pass-through certificates, pass-through certificates backed by adjustable rate mortgages collateralized mortgage obligations, securities paying interest or principal only and similar derivative securities);	[ ]	[ ]	90%


(G)	single-class fully modified pass-through certificates (“GNMA Certificates” in book-entry form backed by single-family residential mortgage loans, the full and timely payment of principal and interest of which is guaranteed by the Government National Mortgage Association (excluding REMIC or other multi-class pass-through certificates, collateralized mortgage obligations, pass-through certificates backed by adjustable rate mortgages, securities paying interest or principal only and similar derivatives securities).	[ ]	[ ]	90%

(H)	Such other collateral as Dealer and Counterparty may agree.	[ X ]	[ X ]	As may be agreed.

(iii) Other Eligible Support. The following items will qualify as “Other Eligible Support” for the party specified: Not Applicable.

(iv) Thresholds.

(A)

“Independent Amount” means with respect to Dealer: Zero

“Independent Amount” means with respect to Counterparty for the Transaction under this Agreement: as specified in Annex B.

(B)

“Threshold” means with respect to Dealer: Inapplicable

“Threshold” means with respect to Counterparty: Zero

(C)

“Minimum Transfer Amount” means with respect to Counterparty: the lesser of $500,000 and 1.0% of the closing price per Share on the preceding Exchange Business Day multiplied by the Number of Shares (as such amount may be reduced upon early termination or settlement); provided, however, that the Minimum Transfer Amount for Counterparty shall be $0 upon the occurrence and during the continuance of an Event of Default, Potential Event of Default, Termination Event, Additional Termination Event (other than an Optional Early Termination) or Specified Condition with respect to Counterparty.

(D)

Rounding. The Delivery Amount and the Return Amount will be rounded up and down respectively to the nearest integral multiple of $50,000.

(i) “Valuation Agent” means: Dealer.

(ii) “Valuation Date” means: each Local Business Day.

(iv) “Notification Time” means 10:00 a.m., New York time, on a Local Business Day.


	Dealer	Counterparty
Illegality	[X]	[X]
Tax Event	[ ]	[ ]
Tax Event Upon Merger	[ ]	[ ]
Credit Event Upon Merger	[X]	[X]
Additional Termination Event	[ ]	[ ]

(e) Substitution.

(i) “Substitution Date” has the meaning specified in Paragraph 4(d)(ii).

(ii) Consent. If specified here as applicable, then the Pledgor must obtain the Secured Party’s consent for any substitution pursuant to Paragraph 4(d): Inapplicable

(f) Dispute Resolution.

(i)

“Resolution Time” means 1:00 p.m., New York time, on the Local Business Day following the date on which the notice is given that gives rise to a dispute under Paragraph 5.

(ii)

(iii)

(g) Holding and Using Posted Collateral.

(A)

Dealer is not a Defaulting Party.

(B)

Posted Collateral consisting of certificated securities must be held in New York.

Initially, the Custodian for Dealer is: Not Applicable.

(h) Distributions and Interest Amount.

(iii) Alternative to Interest Amount. The provisions of Paragraph 6(d)(ii) will apply.

(i) Other Eligible Support and Other Posted Support.

(i) “Value” with respect to Other Eligible Support and Other Posted Support means: Inapplicable.

(ii) “Transfer” with respect to Other Eligible Support and Other Posted Support means: Inapplicable.

(j) Demands and Notices. All demands, specifications and notices hereunder will be made pursuant to the Notices Section of the Agreement, unless otherwise specified here:


Dealer:		For Collateral: Societe Generale, New York Branch 480 Washington Boulevard Jersey City, NJ 07310 Attention: Collateral Management Team Telephone: (201) 839-1940 Facsimile: (201) 839-8126 E-mail: collateral-NY@sgcib.com Sales & Trading:
Attention:		Sanjay Garg and Aurelien Bonnet Telephone (212) 278-5187 Email: sanjay.garg@sgcib.com and aurelien.bonnet@sgcib.com Societe Generale c/o SG Americas Securities LLC 1221 Avenue of the Americas New York, NY 10020

		Legal Steve Milankov Telephone (212) 278-6985 Email: steve.milankov@sgcib.com Societe Generale c/o SG Americas Securities LLC 1221 Avenue of the Americas New York, NY 10020

Addresses for Transfers.

Dealer: See Payments to Dealer under Section 3 below.

Counterparty: [To be advised]


		Account Details:

		Payments to Dealer:		FEDWIRE PAYMENTS ABA No. 026004226 Bank: Société Générale, New York Account No.: 196002 CHIPS PAYMENTS ABA No: 422 Bank: Société Générale, New York Account No.: 196002 Posted Collateral in the form of securities: To be advised

		Payments to Counterparty:		To be advised

		Offices:		The Office of Dealer for the Transaction is London

(n)	Matters relating to Dealer and SG Americas Securities LLC (the “Agent”):

(ii) Agent may have been paid a fee by Dealerin connection with the Transaction. Further details will be furnished upon written request.

(iii) The time of the Transaction will be furnished by Agent upon written request.

Please confirm that the foregoing correctly sets forth the terms of our agreement by sending to us a letter or telex substantially similar to this facsimile, which letter or telex sets forth the material terms of each Transaction to which each of these Confirmations relate and indicates your agreement to those terms. Dealer will make the times of execution of this Transaction available upon request.

We are very pleased to have concluded this Transaction with you.

Kind regards,


SOCIETE GENERALE

By:


Name:		Florence Nicolai
Title:		Director

Confirmed and Acknowledged as of the date first above written:

MHR INSTITUTIONAL PARTNERS III LP

BY: MHR Institutional Advisors III LLC, its general partner



By:


Name:		Janet Yeung
Title:		Authorized Signatory

ANNEX A

List of Counterparty Persons Who Are to Receive Notices


Name	Telephone	Email
Janet Yeung	212 262 0005	jyeung@mhrfund.com
David Schultz	212 728 5977	dschultz@omm.com
Denis Smith	212 262 0005	dsmith@mhrfund.com

ANNEX B



Spread:		85 basis points per annum

Independent Amount with respect to Counterparty:		On each day from and after the date hereof, Independent Amount with respect to Counterparty shall be 100% of the Notional Amount as of that day (and prior to the Trade Date, the Notional Amount for this purpose will equal the number of Shares hedged on or prior to such date multiplied by the Adjusted Initial Reference Price calculated based on the number of Shares hedged on or prior to such date, assuming (for this purpose only) that the Trade Date used for determining the Hedging Period Day Count Fraction will be September 14, 2012); provided, however, that from and after a date designated by Dealer by notice to Counterparty (the “Collateral Change Date”), Independent Amount with respect to Counterparty shall be a lesser percentage of Notional Amount as specified by Dealer. For the avoidance of doubt, and without limiting any other provisions in this Agreement, the first Independent Amount under this Confirmation will be notified by Dealer to Counterparty at the close of the Exchange on the first date of hedging by the Dealer and payment of such Independent Amount will be due the immediately following Business Day.

Exposure:		Prior to the occurrence of the Collateral Change Date, this Transaction will be excluded from the calculation of Exposure for purposes of the Credit Support Annex, thereafter this Confirmation and the Transaction hereunder shall be included in the calculation of Exposure.

Eligible Collateral:		On the Trade Date, and until the Collateral Change Date, Eligible Collateral for Counterparty shall consist of USD Cash only; provided, however, thereafter Eligible Collateral for Counterparty shall consist of any of the types listed as applicable in Section 13(b)(ii) of the Confirmation.

Averaging Dates:		The 15 Exchange Business Days immediately following and including the Final Date, or such other period as the parties may agree. For the avoidance of doubt, Dealer may extend the Averaging Date period and thereby postpone the Cash Settlement Payment Date for the Transaction to the extent deemed necessary, upon the advice of outside counsel, to comply with Rule 144 under the Securities Act in disposing of any Hedge Position due to any status by Counterparty as an affiliate of the Issuer.

Change in Law:		Applicable, except that (1) the definition of Change in Law shall be amended by adding the following language in the fifth line after “authority),” and before “a party”: “or (C) due to an event that results in any shareholder rights being distributed or becoming separated from shares of common stock or other shares of the capital stock of the Issuer pursuant to a shareholder rights plan or arrangement directed against hostile takeovers that provides upon the occurrence of certain events for a distribution of preferred stock, warrants, debt instruments or stock rights, or (D) due to the Issuer subjecting holders of the Shares to differential treatment with regard to payment of dividends or distributions,” and (2) if only subsection (Y) of the definition is applicable, the sole remedy for Dealer shall be a Price Adjustment as determined by Dealer in a commercially reasonable manner.

ANNEX C

Dealer Name

[DATE]

[MHR Institutional Partners III LP — Notice details]

RE: Forward Sale Transaction - Our Transaction Reference Number:

Dear Sir / Madam,

As referenced in the Confirmation, dated as of June [__], 2012, entered into between Dealer (“Dealer”) and MHR Institutional Partners III LP (“Counterparty”), we hereby include a completed Annex C for the following Transaction.


Trade Date
Number of Shares
Initial Reference Price
Adjusted Initial Reference Price
Notional Amount
Floating Rate for the initial Compounding Period

Any capitalized terms used but not defined herein shall have their respective meanings as assigned in the Confirmation.

Kind regards,


DEALER

By:


Name:
Title:




By:


Name:
Title:

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