AMENDED AND RESTATED JOINT VENTURE OPERATING AGREEMENT

1.6.1

(i) a Master Component Supply Agreement between the Company (on the one hand) and Caterpillar or Navistar (on the other hand), in each case, whereby the Company agrees to purchase and such Member agrees to sell the JV Truck Components, JV Truck Replacement Parts and other products described therein; (ii) a Master Component Supply Agreement between Navistar and Caterpillar, whereby Navistar agrees to purchase and Caterpillar agrees to sell the JV Truck Components, JV Truck Replacement Parts and other products described therein; (iii) a Master Component Supply Agreement between the Company (on the one hand) and Caterpillar or Navistar (on the other hand), in each case, whereby the Company agrees to sell and such Member agrees to purchase the replacement parts described therein; and (iv) a Master Component Supply Agreement between the Company (on the one hand) and Caterpillar and Navistar (on the other hand), in each case, whereby the Company agrees to sell and such Member agrees to purchase the components, replacement parts and other products described therein (each such agreement, a “ Master Component Supply Agreement ”);

1.6.2

the Master Terms for Purchased Services between the Company (on the one hand) and Caterpillar or Navistar (on the other hand), in each case, whereby such Member agrees to provide certain services to the Company (each such agreement, a “ Master Terms for Purchased Services ”);

1.6.3

an Intellectual Property License Agreement between the Company (on the one hand) and Navistar or Caterpillar or any of their Affiliates (on the other hand), in each case, whereby such Member agrees to license the Intellectual Property described therein to the Company (each such agreement, an “ Intellectual Property License Agreement ”);

1.6.4

a Trademark License Agreement between the Company (on the one hand) and Navistar or Caterpillar (on the other hand), in each case, whereby such Member agrees to license the trademarks described therein to the Company (each such agreement, a “ Trademark License Agreement ”);

1.6.5

an Intellectual Property License Agreement between the Company or one of its direct or indirect wholly owned subsidiaries (on the one hand) and Navistar or Caterpillar or any of their Affiliates (on the other hand), in each case, whereby the Company or such subsidiary grants such Member a royalty-bearing license to utilize the Intellectual Property described therein (each such agreement, a “ Royalty-Bearing IP License Agreement ”);

1.6.6

a Master Development Services Agreement between the Company (on the one hand) and Navistar or Caterpillar (on the other hand), in each case, whereby such Member agrees to perform development work that is funded in its entirety by the Company (each such agreement, a “ Master Development Services Agreement ”);

1.6.7

a Truck Sales Agreement between Navistar and the Company setting forth terms and conditions of the production and sale of JV Trucks by Navistar to the Company (the “ Truck Sales Agreement ”);

1.6.8

an Employee Secondment Agreement between the Company (on the one hand) and Caterpillar or Navistar (on the other hand), in each case, whereby such Member agrees to second certain employees to the Company (each such agreement, an “ Employee Secondment Agreement ”);

1.6.9

an Intercompany Promissory Note between the Company (on the one hand) and Caterpillar or Navistar (on the other hand), in each case, setting forth terms and conditions of any intercompany loans by such Member to the Company (each such agreement, an “ Intercompany Promissory Note ”); and

1.6.10

a Sharing Agreement between Caterpillar and Navistar (the “ Sharing Agreement ”).

2.2.1

Annual Business Plan . The Parties have heretofore agreed to the initial Annual Business Plan (covering the period from the Effective Date through and until October 31, 2010) (as may be modified, amended or supplemented by the Members in accordance with this Agreement, the “ Initial Annual Business Plan ”). The Parties agree and acknowledge that although the Initial Annual Business Plan covers the remaining portion of the 2009 Fiscal Year and the 2010 Fiscal Year, all subsequent Annual Business Plans shall cover one (1) full Fiscal Year. Not later than sixty (60) calendar days prior to the end of each Fiscal Year (other than the 2009 Fiscal Year), the President shall cause to be prepared and shall present to the Board a business plan (the “ Annual Business Plan ”) for the succeeding Fiscal Year. Each Annual Business Plan (including both the Initial Annual Business Plan and each subsequent Annual Business Plan) shall contain, inter alia, (a) pro forma financial statements (projected profit and loss, balance sheet, and changes in financial position) for the succeeding Fiscal Year, (b) projected expenditures (expense and capital) for the succeeding Fiscal Year, (c) financing plans, cash requirements, loan commitments (each, an “ Annual Business Plan Loan Commitment ”) and Capital Contribution commitments (each, an “ Annual

Business Plan Capital Contribution Commitment ”) for the succeeding Fiscal Year, (d) projected distributions for the succeeding Fiscal Year, (e) the amount of money to be spent by the Company on research and development and Intellectual Property development activities for the succeeding Fiscal Year, (f) decision rules regarding the timing and allocation of resources of Navistar or the Company, as applicable (in the case of Navistar, subject to Section 9.2.2 ), for the manufacture or assembly by Navistar or the Company, as applicable, of (i) Caterpillar Truck Models and (ii) Navistar Truck Models, which shall be consistent with achieving the timelines and milestones set forth in such Annual Business Plan, and (g) such other relevant reports and topics as are set forth in the Initial Annual Business Plan. The Members shall be obligated to fund the Annual Business Plan Loan Commitments and the Annual Business Plan Capital Contribution Commitments in proportion to their respective Percentage Interests at the time such loan or Capital Contribution is required to be funded by such Annual Business Plan, except to the extent the Board determines by Majority Consent that such Annual Business Plan Loan Commitments or Annual Business Plan Capital Contribution Commitments shall be funded in a different proportion. Other than with regard to the Initial Annual Business Plan, each Annual Business Plan shall be subject to the approval of the Board upon Majority Consent. If Caterpillar, Navistar and their respective Representatives, as applicable, fail to mutually agree upon and adopt an Annual Business Plan for the Company and a Rolling Business Plan for the Company prior to the first day of the Fiscal Year to be covered by such plans, the Company shall continue operating under this Agreement under that portion of the Rolling Business Plan most recently approved by the Board upon Majority Consent that relates to such Fiscal Year (and such portion of the Rolling Business Plan most recently approved by the Board shall be deemed to be the Annual Business Plan for such Fiscal Year). Any approved Annual Business Plan shall not be changed, except upon Majority Consent of the Board. The President shall analyze any variance between the actual and planned performance under the Annual Business Plan, and report to the Board the results of such analysis, promptly after the end of each fiscal quarter.

2.2.2

Five-Year Business Plan . Concurrently with the preparation of the Annual Business Plan for each Fiscal Year, the President shall cause to be prepared and shall present to the Board a five (5) year rolling business plan (the “ Rolling Business Plan ”) of which the first year shall be the Annual Business Plan for such Fiscal Year. Each Rolling Business Plan shall contain, inter alia, (a) pro forma financial statements (projected profit and loss, balance sheet, and changes in financial position) for the succeeding five (5) Fiscal Year period, (b) projected expenditures (expense and capital) for the succeeding five (5) Fiscal Year period, (c) financing plans, cash requirements, loan commitments and Capital Contribution commitments for the succeeding five (5) Fiscal Year period, (d) projected distributions for the succeeding five (5) Fiscal Year period, (e) the amount of money to be spent by the Company on research and development and Intellectual Property development activities

for each Fiscal Year in the succeeding five (5) Fiscal Year period, and (f) such other relevant reports and topics as are set forth in the initial Rolling Business Plan (as may be modified, amended or supplemented by the Members in accordance with this Agreement, the “ Initial Rolling Business Plan ”). The Members shall be obligated to fund (i) (A) the loan commitments scheduled to occur during the first thirty-six (36) months in the Initial Rolling Business Plan and (B) the loan commitments scheduled to occur during the first three (3) Fiscal Years in each other Rolling Business Plan approved by Majority Consent of the Board (each such loan, a “ Three-Year Business Plan Loan Commitment ”) and (ii) (A) the Capital Contribution commitments scheduled to occur during the first thirty-six (36) months in the Initial Rolling Business Plan and (B) the Capital Contribution commitments scheduled to occur during the first three (3) Fiscal Years in each other Rolling Business Plan approved by Majority Consent of the Board (each such Capital Contribution, a “ Three-Year Business Plan Capital Contribution Commitment ”), in the case of each of clauses (i)  and (ii) , in proportion to their respective Percentage Interests at the time such loan or Capital Contribution is required to be funded by such Rolling Business Plan, except to the extent the Board determines by Majority Consent such Three-Year Business Plan Loan Commitments or Three-Year Business Plan Capital Contribution Commitments shall be funded in a different proportion. Other than with regard to the Initial Rolling Business Plan adopted by the Parties concurrent with the execution of this Agreement, each Rolling Business Plan shall be subject to the approval of the Board upon Majority Consent. If the Board fails to adopt a new Rolling Business Plan upon Majority Consent prior to the first day of the five (5) Fiscal Year period to be covered by such Rolling Business Plan, the Company shall continue operating under the Rolling Business Plan most recently approved by the Board upon Majority Consent (i.e., the existing Rolling Business Plan shall continue as a four (4) year rolling business plan, with the first year being deemed (but not for purposes of determining whether a Company Deadlock exists with respect to Section 5.13.1 or for purposes of Section 21.2.5(a) ) to be the Annual Business Plan, and so forth for subsequent years), it being understood that only the funding amounts for the first thirty-six (36) months of a Rolling Business Plan will be binding on the Members. Any approved Rolling Business Plan shall not be changed, except upon Majority Consent of the Board. The Parties have heretofore agreed to the Initial Rolling Business Plan (covering the period from the Effective Date until October 31, 2013). The Parties agree and acknowledge that although the Initial Rolling Business Plan covers both the remaining portion of the 2009 Fiscal Year and the succeeding four (4) Fiscal Year period ending on October 31, 2013, all subsequent Rolling Business Plans shall cover five (5) full Fiscal Year periods. For the avoidance of doubt, the Members shall be obligated to fund the loan commitments and the Capital Contribution commitments set forth in the Initial Rolling Business Plan for the period from the Effective Date through the date that is thirty-six (36) months after the Effective Date.

2.2.3

Efforts to Adopt Annual Business Plan and Rolling Business Plan . Each of Caterpillar and Navistar shall cause its respective Representatives to, subject to the second and third sentences of Section 5.12 , meet and seek in good faith to adopt, prior to the commencement of each Fiscal Year, an Annual Business Plan for such Fiscal Year and a Rolling Business Plan of which the first year shall be the Annual Business Plan, as provided in Section 2.2.2 .

2.3.1

Commencement of Operations; Required Governmental Filings and Consents . Notwithstanding anything to the contrary in this Agreement, the Company shall not commence sales or other operations in any ROW country unless and until all notices, reports, applications, and other filings required to be made prior to the commencement of such operations by the Company in such ROW country with, and all consents, registrations, approvals, permits, clearances and authorizations required to be obtained prior to the commencement of such operations by the Company from, any governmental authority having jurisdiction in such ROW country in connection with the transactions and other matters contemplated by this Agreement and the Related Agreements shall have been made or obtained (as the case may be).

2.3.2

Branding Strategy; JV Truck Models; JV Dealer Selection . As noted in greater particularity in this Section 2.3 , and subject to the terms of Sections 2.3.5 and 2.3.6 , the Company shall not commence the sale of JV Trucks or JV Truck Replacement Parts in any ROW country unless the Board has approved, by Majority Consent, (a) the Company’s branding strategy with respect to such ROW country, (b) a list of those particular Navistar Truck Models (if any) and Caterpillar Truck Models (if any) to be sold by the Company in such ROW country (together with an introduction date for each such model) and (c) the selection of the JV Dealer(s) with respect to such ROW country.

2.3.3

Core ROW Countries .

2.3.3.1

Notwithstanding anything in this Agreement to the contrary, the Members agree and acknowledge that between the Effective Date and the Core ROW Country Launch Date Navistar shall be entitled to sell Medium Duty Trucks, Heavy Duty Trucks, and replacement parts therefor in the Core ROW Countries pursuant to Section 15.3.8.5 and all profits and losses arising from such business operations from the Effective Date through the Core ROW Country Launch Date shall remain with and be for the account of Navistar. Accordingly, following the Effective Date, the Company shall concentrate on preparing to sell JV Trucks and JV Truck Replacement Parts in Russia, Australia (including sales of replacement parts to Nationwide Hire in Australia solely for use

in Medium Duty Trucks and Heavy Duty Trucks sold by Navistar to Nationwide Hire prior to the Core ROW Country Launch Date), and, subject to Section 2.3.3.3 , South Africa beginning on the Core ROW Country Launch Date.

2.3.3.2

Immediately following the Core ROW Country Launch Date, (i) the Company shall begin to conduct the Business in the Core ROW Countries, except as provided in Section 2.3.3.3 and Sections 15.3.8.6 through 15.3.8.9 , and (ii) the Company shall begin to sell replacement parts to Nationwide Hire in Australia solely for use in Medium Duty Trucks and Heavy Duty Trucks sold by Navistar to Nationwide Hire prior to the Core ROW Country Launch Date.

2.3.3.3

The Company shall not commence the sale of any JV Trucks or JV Truck Replacement Parts in South Africa until the closing of the transactions contemplated by that certain Stock Purchase Agreement by and among the Company, International of Mexico Holding Corporation, Caterpillar and Navistar, dated as of the Effective Date (the “ NITSA Acquisition Agreement ”). In the event the NITSA Acquisition Agreement is terminated for any reason, the Company shall, and Navistar shall cause Navistar International Trucks South Africa (Proprietary) Limited (“ NITSA ”) to, as soon as reasonably practicable thereafter, negotiate and seek to enter into a mutually-acceptable asset purchase agreement between NITSA and a newly-formed, wholly-owned direct or indirect subsidiary of the Company to purchase the agreed NITSA assets (the “ NITSA Asset Acquisition Alternative ”), for a purchase price equal to (i) such assets’ book value, less the amount of the aggregate profit, if any, earned by NITSA from the conduct of its business during the period from the signing of such asset purchase agreement until the closing of the NITSA Asset Acquisition Alternative, or, alternatively, (ii) such assets’ book value, plus the amount of the aggregate loss, if any, incurred by NITSA from the conduct of its business during the period from the signing of such asset purchase agreement until the closing of the NITSA Asset Acquisition Alternative. Until the closing of the NITSA Asset Acquisition Alternative, NITSA will continue to conduct the Business in South Africa pursuant to Section 15.3.8.6 and, subject to the purchase price provision in the immediately preceding sentence, all profits and losses arising from such business operations shall remain with and be for the account of NITSA and shall not be transferred to the Company. The Company shall not commence the sale of any JV Trucks or JV Truck Replacement Parts in South Africa until the date (the “ NITSA Business Acquisition Date ”) that is the earlier of (a) closing of the transactions contemplated by the NITSA Acquisition Agreement and (b) the closing of the NITSA Asset Acquisition Alternative.

2.3.3.4

The Company shall not commence the sale of any JV Trucks or JV Truck Replacement Parts in Brazil, Turkey or China (other than sales in Turkey or China similar to those conducted by Navistar prior to the Core ROW Country Launch Date) until the Board has finalized and adopted, by Majority Consent, (a) the Company’s branding strategy with respect to such Core ROW Country, (b) a list of those particular Navistar Truck Models (if any) and Caterpillar Truck Models (if any) to be sold by the Company in such Core ROW Country (together with an introduction date for each such model), and (c) the selection of the JV Dealer(s) with respect to such Core ROW Country. The Members and the Representatives shall meet and seek in good faith to, in cooperation with the President and other management personnel of the Company, as soon as practicable after the Effective Date and before the Core ROW Country Launch Date, agree upon updated, more detailed versions of the Initial Annual Business Plan and the Initial Rolling Business Plan incorporating the items described in the immediately preceding sentence with respect to Brazil, Turkey and China, which versions shall supersede and replace the Initial Annual Business Plan and the Initial Rolling Business Plan in the forms agreed to by the Members on the Effective Date. Notwithstanding the foregoing, (i) the Company shall operate in accordance with the Initial Annual Business Plan and the Initial Rolling Business Plan, and (ii) the Members shall be obligated to fund the Capital Contribution Commitments and Loan Commitments set forth in the Initial Annual Business Plan and in the Initial Rolling Business Plan for the period from the Effective Date through the date that is thirty-six (36) months after the Effective Date unless and until such commitments are superseded and replaced by more detailed versions of such plans.

2.3.3.5

Within six (6) months following the NITSA Business Acquisition Date, the Company shall, or it shall cause one of its direct or indirect wholly owned subsidiaries to, purchase from Navistar and its Affiliates pursuant to the applicable Master Component Supply Agreement all new and unused inventory owned by Navistar or its Affiliates and then held for use in connection with NITSA’s business at (i) International Industria Automotiva da America do Sul Ltd. (IIAA), up to a maximum aggregate book value of $4,500,000 U.S. Dollars, or (ii) Rollins Moving and Storage, Inc., with a principal place of business at 1900 E. Leffel Lane, Springfield, OH 45505, or its subcontractors, up to a maximum aggregate book value of $1,200,000 U.S. Dollars, but in both cases, excluding any inventory that is in excess of NITSA’s twelve (12) month demand forecast (excluding all-time buys or runs) or that is Obsolete, damaged or defective.

2.3.4

China . Without limiting the generality of Section 2.3.3 , the Members and the Representatives shall meet and seek in good faith to, in cooperation with the President and other management personnel of the Company, as soon as practicable after the Effective Date, prepare and agree upon a business plan for the Company for the development, manufacture, sale, and distribution of Medium Duty Trucks, Heavy Duty Trucks, and replacement parts therefor in China and the export of such products from China to other ROW countries (the “ China Business Plan ”) that (a) is based on reasonable assumptions and thorough, reliable market research, (b) identifies a Chinese truck manufacturer with which the Company shall seek to cooperate in executing such business plan, (c) contains, inter alia, (i) pro forma financial statements (projected profit and loss, balance sheet, and changes in financial position) for the succeeding five (5) Fiscal Year period and (ii) projected expenditures (expense and capital) for the succeeding five (5) Fiscal Year period, and (d) can reasonably be expected to yield an internal rate of return for the Company that is mutually agreeable to each of the Members in its sole discretion. Once the China Business Plan is adopted by the Board by Majority Consent, the Members and the Representatives will meet and seek in good faith to, in cooperation with the President and other management personnel of the Company, incorporate and expand upon such plan in the next Annual Business Plan and Rolling Business Plan of the Company (such that the next Annual Business Plan and Rolling Business Plan of the Company contain Capital Contribution Commitments and Loan Commitments pertaining to the Company’s contemplated operations in China).

2.3.5

Legacy Countries . Notwithstanding anything to the contrary in this Agreement, following the Effective Date Navistar shall be entitled to continue to sell Medium Duty Trucks, Heavy Duty Trucks, and replacement parts therefor in each Legacy Country consistent with past practice prior to the Effective Date (but subject to Navistar’s export parts policy to be implemented on October 1, 2009); provided , however , that Navistar shall cease all such sales in each Legacy Country, and the Company shall commence sales of JV Trucks and JV Truck Replacement Parts in such Legacy Country, upon the earlier to occur of the following dates (such date, the “ Legacy Country Commencement Date ”): (a) the second (2 ^nd ) anniversary of the Core ROW Country Launch Date, and (b) such date as determined by the Board by Majority Consent. For the avoidance of doubt, if, on or before the Legacy Country Commencement Date with respect to any Legacy Country, the Board has not yet adopted by Majority Consent a version of that portion of the Initial Rolling Business Plan pertaining to such Legacy Country (including the Company’s branding strategy for such Legacy Country, a list of those particular Navistar Truck Models (if any) and Caterpillar Truck Models (if any) to be sold by the Company in such Legacy Country (together with an introduction date for each such model), and the selection of the JV Dealer(s)

with respect to such Legacy Country) that is more detailed than as set forth in the Initial Rolling Business Plan, the Company shall adhere to the plan set forth in the Initial Rolling Business Plan. Notwithstanding the foregoing or any other provision of this Agreement (including Section 11.3 ), if, on or before the Legacy Country Commencement Date with respect to any Legacy Country, the Board has not yet selected, by Majority Consent, the JV Dealer(s) for such Legacy Country, the Company shall seek to enter into JV Dealer sales and service agreements with the existing Navistar dealers in such Legacy Country to sell in such Legacy Country all JV Trucks and JV Truck Replacement Parts sold by Navistar in such Legacy Country immediately prior to the Legacy Country Commencement Date until such selection is made. From and after the Legacy Country Commencement Date, neither Navistar nor its 5% Affiliates (excluding the Mahindra JV) shall sell any Medium Duty Trucks, Heavy Duty Trucks or replacement parts therefor in such Legacy Country; provided , however , that until such time as the Rolling Business Plan adopted by the Board provides for the sale of JV Trucks and JV Truck Replacement Parts in such Legacy Country, the Company shall be required to sell to the former Navistar dealers in such Legacy Country, Medium Duty Trucks, Heavy Duty Trucks, and replacement parts therefor consistent with past practice prior to the Legacy Country Commencement Date.

2.3.5.1

The Members have agreed to an aggregate baseline amount of profits for the Legacy Countries equal to $37,437,000, which amount shall be indexed in accordance with the procedures and methodologies set forth in Part I of Exhibit B for each Fiscal Year (or portion thereof) occurring during the period from the Core ROW Country Launch Date to (and including) the fifth (5 ^th ) anniversary of the Core ROW Country Launch Date (such amount, as indexed, the “ Baseline Legacy Profit Amount ”).

2.3.5.2

For the Legacy Countries, during the period from the Core ROW Country Launch Date to (but not including) the Legacy Country Commencement Date with respect to each such Legacy Country, the Company shall provide Navistar with Marketing Services in support of sales by Navistar of Medium Duty Trucks, Heavy Duty Trucks, and replacement parts therefor in such Legacy Country. In exchange for such Marketing Services, with respect to each Fiscal Year (or portion thereof) occurring during the period from the Core ROW Country Launch Date to (but not including) the earlier of (x) the second (2 ^nd ) anniversary of the Core ROW Country Launch Date, and (y) the date on which the Company has commenced sales of JV Trucks and JV Truck Replacement Parts in all of the Legacy Countries, if the Company Legacy Profit Amount is more than zero (i.e., a Company profit), and

2.3.5.2.1

if the Navistar Legacy Profit Amount exceeds the Baseline Legacy Profit Amount, the Company shall be entitled to receive from Navistar a payment of cash equal to the amount by which the Navistar Legacy Profit Amount exceeds the Baseline Legacy Profit Amount;

2.3.5.2.2

if the Navistar Legacy Profit Amount is lower than the Baseline Legacy Profit Amount, but the sum of the Navistar Legacy Profit Amount plus the Company Legacy Profit Amount exceeds the Baseline Legacy Profit Amount, then Navistar shall be entitled to receive from the Company distributions in an amount equal to the difference between (x) the Baseline Legacy Profit Amount, minus (y) the Navistar Legacy Profit Amount;

2.3.5.2.3

if the sum of the Navistar Legacy Profit Amount plus the Company Legacy Profit Amount is equal to or lower than the Baseline Legacy Profit Amount, then Navistar shall be entitled to receive from the Company distributions in an amount equal to the Company Legacy Profit Amount; or

2.3.5.2.4

notwithstanding the foregoing, if the Navistar Legacy Profit Amount is less than zero (i.e., a Navistar loss), then only this Section 2.3.5.2.4 shall apply, and Navistar shall be entitled to receive from the Company distributions in an amount equal to the Company Legacy Profit Amount but not to exceed the Baseline Legacy Profit Amount.

2.3.5.3

With respect to each Fiscal Year (or portion thereof) occurring during the period from the Core ROW Country Launch Date to (but not including) the earlier of (x) the second (2 ^nd ) anniversary of the Core ROW Country Launch Date, and (y) the date on which the Company has commenced sales of JV Trucks and JV Truck Replacement Parts in all of the Legacy Countries, if the Company Legacy Profit Amount is less than zero (i.e., a Company loss), and

2.3.5.3.1

if the sum of the Navistar Legacy Profit Amount plus the Company Legacy Profit Amount exceeds the Baseline Legacy Profit Amount, then the Company shall be entitled to receive from Navistar a payment of cash equal to (x) the amount by which the Navistar Legacy Profit Amount plus the

Company Legacy Profit Amount exceeds the Baseline Legacy Profit Amount, plus (y) the amount by which the Company Legacy Profit Amount is less than zero (i.e., the amount of the Company loss); or

2.3.5.3.2

if the sum of the Navistar Legacy Profit Amount plus the Company Legacy Profit Amount is equal to or lower than the Baseline Legacy Profit Amount, then the Company shall be entitled to receive from Navistar a payment of cash equal to the amount by which the Company Legacy Profit Amount is less than zero (i.e., the amount of the Company loss).

2.3.5.4

With respect to each Fiscal Year (or portion thereof) occurring during the period from the earlier of (x) the second (2 ^nd ) anniversary of the Core ROW Country Launch Date, and (y) the date on which the Company has commenced sales of JV Trucks and JV Truck Replacement Parts in all of the Legacy Countries to (but not including) the tenth (10th) anniversary of the Core ROW Country Launch Date, if the Company Legacy Profit Amount

2.3.5.4.1

is equal to or less than the Baseline Legacy Profit Amount, then (subject to Sections 2.3.5.6 and 2.3.5.7 ) Navistar shall be entitled to receive from the Company distributions in an amount equal to the Company Legacy Profit Amount;

2.3.5.4.2

exceeds the Baseline Legacy Profit Amount, then (subject to Sections 2.3.5.6 and 2.3.5.7 ) Navistar shall be entitled to receive from the Company distributions in an amount equal to the Baseline Legacy Profit Amount, and the Company shall retain all profits in excess of the Baseline Legacy Profit Amount; or

2.3.5.4.3

is less than zero, then such loss shall be borne by the Company.

2.3.5.5

For purposes of Sections 2.3.5.2, 2.3.5.3 and 2.3.5.4 , with respect to each Fiscal Year (or portion thereof) occurring during the period from the Core ROW Country Launch Date to (but not including) the tenth (10 ^th ) anniversary of the Core ROW Country Launch Date, the Members shall determine, in accordance with the procedures and methodologies set forth in Part III of Exhibit B , (a) no later than thirty (30) calendar days following the issuance of

unaudited financial statements for each fiscal quarter in such Fiscal Year, the actual Navistar Legacy Profit Amount (if any) and the actual Company Legacy Profit Amount (if any, the “ Actual Quarterly Company Legacy Profit Amount ”) during such quarter period from sales of JV Trucks and JV Truck Replacement Parts in the Legacy Countries during such quarter period and (b) no later than ninety (90) calendar days following the end of such Fiscal Year (or portion thereof), the actual Navistar Legacy Profit Amount (if any, the “ Actual Annual Navistar Legacy Profit Amount ”) and the actual Company Legacy Profit Amount (if any, the “ Actual Annual Company Legacy Profit Amount ”) during such Fiscal Year (or portion thereof) from sales of JV Trucks and JV Truck Replacement Parts in the Legacy Countries during such Fiscal Year (or portion thereof). Subject to Section 2.3.5.6 , all distributions and payments required by Sections 2.3.5.2 , 2.3.5.3 , and 2.3.5.4 shall be made no later than fifteen (15) days from the receipt of an invoice following the determination of the Actual Annual Navistar Legacy Profit Amount and the Actual Annual Company Legacy Profit Amount.

2.3.5.6

With respect to each fiscal quarter (other than the last fiscal quarter) in each Fiscal Year (or portion thereof) occurring during the period from the earlier of (x) the second (2 ^nd ) anniversary of the Core ROW Country Launch Date, and (y) the date on which the Company has commenced sales of JV Trucks and JV Truck Replacement Parts in all of the Legacy Countries to (but not including) the tenth (10th) anniversary of the Core ROW Country Launch Date, if the Actual Quarterly Company Legacy Profit Amount for such quarter period plus any Actual Quarterly Company Legacy Profit Amounts for prior quarter periods in such Fiscal Year that were not distributed to Navistar pursuant to this Section 2.3.5.6 (such amount, the “ Aggregate Actual Quarterly Company Legacy Profit Amount ”) equals or exceeds $10,000,000, then within fifteen (15) days from the Company’s receipt of Navistar’s invoice following the determination of such Actual Quarterly Company Legacy Profit Amount the Company shall distribute to Navistar the Aggregate Actual Quarterly Company Legacy Profit Amount (any such distribution, a “ Quarterly Distribution ”); provided , however , that the amount of such Quarterly Distribution shall be reduced by an amount so that when such Quarterly Distribution is aggregated with any prior Quarterly Distributions to Navistar in such Fiscal Year such Quarterly Distribution will not result in Navistar receiving from the Company an aggregate amount of Quarterly Distributions in such Fiscal Year in excess of the Baseline Legacy Profit Amount.

2.3.5.7

For purposes of this paragraph, the amount equal to the Actual Annual Company Legacy Profit Amount less the sum of all Quarterly Distributions to Navistar pursuant to Section 2.3.5.6 in a Fiscal Year, if any, shall hereinafter be referred to as the “ Adjusted Annual Company Legacy Profit Amount ”. Notwithstanding anything to the contrary in this Agreement, all annual distributions to Navistar required by Sections 2.3.5.4 and 2.3.5.5 shall be determined using the Adjusted Annual Company Legacy Profit Amount; provided , however , that if the Adjusted Annual Company Legacy Profit Amount is a negative number, then the Company shall be entitled to receive from Navistar, and Navistar shall be required to make to the Company no later than fifteen (15) days from Navistar’s receipt of the Company’s invoice following such determination, a payment of cash equal to the absolute value of the Adjusted Annual Company Legacy Profit Amount.

2.3.6

Non-Core ROW Countries other than Legacy Countries .

2.3.6.1

The Company shall not commence the sale of JV Trucks or JV Truck Replacement Parts in any Non-Core ROW Country other than the Legacy Countries until the Board approves, by Majority Consent, (a) the Company’s branding strategy with respect to such ROW country, (b) a list of those particular Navistar Truck Models (if any) and Caterpillar Truck Models (if any) to be sold by the Company in such ROW country (together with an introduction date for each such model), and (c) the selection of the JV Dealer(s) with respect to such ROW country.

2.3.6.2

Notwithstanding Section 2.3.6.1 , if the Company has an opportunity to make a one-time sale of JV Trucks or JV Truck Replacement Parts in any ROW country in which the Company is not otherwise systematically conducting any operations or sales, the Company may make such sale; provided , however , that Majority Consent of the Board shall be required for the Company to make such sale if doing so would require the incurrence of costs and expenses (other than expenditures to purchase inventory of JV Trucks and JV Truck Replacement Parts) of more than $100,000 and such costs and expenses are not already specifically provided for in an Annual Business Plan (it being understood that, for purposes of this proviso, the amount of such costs and expenses shall be deemed to include all costs and expenses incurred by the Company with respect to all one-time sales made by the Company in any ROW country pursuant to this Section 2.3.6.2 during the twelve (12) month period preceding the date on which the Board is presented with the subject one-time sale opportunity); provided , further , however , that, for the avoidance of doubt, if such sale occurs in a Legacy Country, such sale shall be included in the Company Legacy Profit Amount for the quarterly period in which such sale was made.

2.3.7

Sales of Medium Duty COE Trucks .

2.3.8

Sales of Heavy Duty COE Trucks .

3.1

Initial Contributions; Percentage Interests .

3.1.1

Each of Caterpillar and Navistar (i) shall be obligated to make a cash Capital Contribution to the Company on September 10, 2009, in an amount equal to one-half of all Annual Business Plan Capital Contribution Commitments scheduled to occur on such date, and (ii) shall be obligated to make an additional cash Capital Contribution to the Company on the Core ROW Country Launch Date in an amount equal to one-half of all Annual Business Plan Capital Contribution Commitments scheduled to occur on such date (or such other amount as may be agreed by the Unanimous Consent of the Members).

3.1.2

Each Member’s percentage interest (the “ Percentage Interest ”) in the Company, calculated based solely on such Member’s Capital Contribution (excluding any Capital Contribution made by Navistar pursuant to Section 2.3.5.3), shall initially be the amount set forth opposite such Member’s name on Schedule 3.1.2 , as may be amended, modified, or supplemented from time to time pursuant to the terms of this Agreement with Unanimous Consent of the Members.

3.2

Additional Contributions and Funding .

3.2.1

No Obligation . Except (a) as set forth in Section 2.2 , this Section 3.2 , Section 5.13.34 , or the Initial Annual Business Plan, (b) for any Capital Contribution Commitments or Loan Commitments for the period from the Effective Date through the first thirty-six (36) months following the Effective Date, (c) for any Capital Contribution Commitments or Loan Commitments set forth in any Annual Business Plan, or (d) for any Capital Contribution Commitments or Loan Commitments set forth in any Rolling Business Plan (in the case of each of clauses (c)  and (d) , as approved by the Board upon Majority Consent), or as approved by the Board upon Majority Consent, no Member shall be obligated or permitted to make any additional Capital Contribution or to loan any funds to the Company.

3.2.2

Majority Consent; Annual Business Plan . The Board, upon Majority Consent, may require the Members to make a Capital Contribution to the Company or loan funds (pursuant to the terms of the Intercompany Promissory Note) to the Company on a pro rata basis in accordance with the Percentage Interest of each Member or, as applicable, on some other basis as determined by the Board by Majority Consent. Furthermore, any amount that is required to be provided to the Company as a Capital Contribution Commitment or Loan Commitment pursuant to an Annual Business Plan or a Rolling Business Plan shall be funded by the Members on a pro rata basis in accordance with the Percentage Interest of each Member at the time such funding is required by such Annual Business Plan or such Rolling Business Plan, except to the extent the Board determines by Majority Consent such amount shall be funded in a different proportion (it being understood that such amount shall be funded as a Capital Contribution unless the Board determines by Majority Consent that such amount shall be funded as a loan).

3.2.3

Failure to Fund Approved Capital Contribution Commitment or Loan Commitment . If a Member fails to fund a Capital Contribution Commitment or a Loan Commitment that is required to be funded by such Member pursuant to this Agreement, then the following provisions of this Section 3.2.3 shall apply:

3.2.4

Funding Methodology . Each Member required under Sections 3.2.2 or 5.13.34 , any Annual Business Plan or Rolling Business Plan (in each case as approved by the Board upon Majority Consent, other than with regard to the Initial Annual Business Plan and the Initial Rolling Business Plan, in each case as of the Effective Date), or otherwise by the Board upon Majority Consent to make a contribution of cash to the capital of the Company or to loan funds to the Company, as applicable, shall transfer to the Company’s account an amount in cash (by wire transfer of immediately available funds) equal to the Percentage Interest of such Member (or such other amount determined by Majority Consent of the Board expressed as a percentage), multiplied by the aggregate amount required to be contributed or loaned, as applicable, to the Company on the date specified in the applicable Annual Business Plan, the Rolling Business Plan, or otherwise by the Board upon Majority Consent.

3.2.5

Purchase Option . If a Contributing Member makes a Capital Contribution pursuant to Section 3.2.3.2.2 , the Non-Contributing Member shall have the right to, at any time prior to the two-year anniversary of the Required Funding Date associated with such Substitute Contribution, exercisable by giving written notice to the Company and the Contributing Member (the “ Exercise Notice ”), elect to purchase that portion of the Contributing Member’s Membership Interest pertaining to such Contributing Member’s Substitute Contribution for the Repurchase Price on the terms and conditions set forth in this Section 3.2.5 (the “ Purchase Option ”). If the Non-Contributing Member does not exercise the Purchase Option within the time period set forth in the preceding sentence and then consummate such Purchase Option in accordance with this Section 3.2.5 , the Contributing Member shall be entitled to terminate this Agreement in accordance with Section 21.2.4 . If the Non-Contributing Member exercises the Purchase Option, the Members shall use commercially reasonable efforts to consummate the closing of the transactions contemplated by such Purchase Option no later than thirty (30) calendar days following the date of delivery of the Exercise Notice, at which such closing the Non-Contributing Member shall pay to the Contributing Member an amount in cash equal to the Repurchase Price and automatically and without any action on the part of the Members or the Company, the Contributing Member’s Substitute Contribution shall be cancelled and deleted from such Contributing Member’s Capital Account.

3.2.6

Percentage Interest Adjustment . For purposes of adjusting the Percentage Interest of each Member under Section 3.2.3 :

4.8.1

except as otherwise set forth in this Agreement, (a) the sale or issuance to any Person (including any Member or its Affiliates) of any equity interests in the Company or options to purchase equity interests in the Company (or any other securities, options, warrants, debentures, or other rights to acquire, or that are convertible into, equity interests in the Company), or (b) the adjustment of the Percentage Interests held by the Members;

4.8.2

except as provided in Section 19.2 , the admittance of new Members;

4.8.3

the place and time of Member meetings held without notice;

4.8.4

except as provided in Section 21 , the voluntary liquidation, dissolution, or winding up of the Company or the initiation of any bankruptcy proceedings involving the Company;

4.8.5

any merger, consolidation, or conversion of the Company with or into any other Person, or, except as provided in Section 21 , the Transfer (by lease, assignment, sale, or otherwise), or proposal to Transfer, all or substantially all of the Company’s assets in a single transaction or through a series of related transactions;

4.8.6

any change in the size of the Board;

4.8.7

any amendment of this Agreement or the Certificate of Formation of the Company attached as Exhibit A ;

4.8.8

any action by the Company to modify, amend, terminate, or replace, or grant any waiver under, any of the Related Agreements;

4.8.9

the registration of any securities of the Company with the U.S. Securities and Exchange Commission or the listing of any securities of the Company on any stock exchange or over-the-counter market;

4.8.10

any action by the Members taken without a meeting of the Members;

4.8.11

the extension of the term of this Agreement pursuant to Section 21.1 ;

4.8.12

any other decision of the Company set forth in this Agreement expressly requiring Unanimous Consent of the Members; and

4.8.13

the agreement or commitment to do any of the foregoing.

5.4.1

Term and Removal . Representatives shall serve in such capacity until their death, disability, resignation, or removal. The Member appointing a Representative shall at any time be entitled to remove and replace such Representative, with or without cause. The Member replacing such Representative shall promptly deliver a copy of the notice of such removal and replacement to such Representative, the Board and the other Member. Removal shall be effective upon receipt of the written notice of such removal by each of such Representative, the Board and the other Member.

5.4.2

Resignation . Any Representative may resign at any time by giving written notice to the Board and each Member. The resignation of any Representative shall take effect upon receipt of such notice by the Board and each Member or at such later time as shall be specified in the notice.

5.13.1

other than with regard to the Initial Annual Business Plan and the Initial Rolling Business Plan, in each case as of the Effective Date, adoption of each Annual Business Plan and each Rolling Business Plan and all changes thereto, including all changes to the Initial Annual Business Plan and the Initial Rolling Business Plan contemplated by Section 2.3.3 ;

5.13.2

any change in the policy of the Company relating to distributions to the Members, including any amendment to or modification of Section 18 ;

5.13.3

the declaration of any distribution to the Members not in accordance with the Company’s policy relating to distributions to the Members or any of the provisions of this Agreement;

5.13.4

other than with respect to Related Agreements, which are addressed in Section 4.8.8 , any transaction or series of related transactions between the Company (on the one hand) and Caterpillar or Navistar or one of their respective Affiliates (on the other hand) (including the entering into, amendment or modification of any agreement between the Company and Caterpillar, Navistar, or one of their respective Affiliates);

5.13.5

except as set forth in Section 5.14 , any transaction or series of related transactions between the Company (on the one hand) and any Representative or officer or employee of the Company (on the other hand) (including the entering into, amendment or modification of any agreement between the Company and any Representative or officer or employee of the Company), except, with respect to officers and employees of the Company, for any employment agreement, employee benefit plan or any other arrangement relating to their employment;

5.13.6

capital expenditures that would result (together with any prior capital expenditures in any Fiscal Year) in the relevant amount set forth in the Annual Business Plan being exceeded by more than ten percent (10%) of such amount in such Fiscal Year;

5.13.7

any lease of personal property by the Company that would result (together with any prior leases in any Fiscal Year) in the relevant amount set forth in the Annual Business Plan being exceeded by more than ten percent (10%) of such amount in such Fiscal Year;

5.13.8

except as set forth in Section 21 , any disposition of assets by the Company (including by lease from the Company), other than the sale or lease of JV Trucks and JV Truck Replacement Parts in the ordinary course of business, that would result (together with any prior dispositions in any Fiscal Year) in the relevant amount set forth in the Annual Business Plan being exceeded by more than ten percent (10%) of such amount in such Fiscal Year;

5.13.9

any pledge or hypothecation of, or grant of any lien or other encumbrance on, assets of the Company (together with any such prior pledges, hypothecations, liens, or other encumbrances) for an aggregate consideration in excess of $100,000;

5.13.10

except as set forth in Sections 3.2 and 5.13.34 , any arrangement relating to the creation of indebtedness of the Company for borrowed money (other than trade payables in the ordinary course of business) (a) that (together with any prior indebtedness) would result in the relevant aggregate indebtedness amount set forth in the Annual Business Plan being exceeded, or (b) on terms materially different than the terms for such indebtedness contemplated by the Annual Business Plan;

5.13.11

any real property leasehold commitment, contract, agreement, or other arrangement involving consideration or the creation of a liability, contingent or otherwise, that (together with any prior payments of consideration or incurrence of liability in any Fiscal Year under any such commitment, contract, agreement, or other arrangement) would result in the relevant amount set forth in the Annual Business Plan being exceeded by more than ten percent (10%) of such amount in such Fiscal Year;

5.13.12

except as expressly provided in this Agreement (including Section 14 ), the entering into of any contract by the Company relating to the licensing or transfer of ownership of, or granting of rights to, any Intellectual Property of the Company to another Person (other than a direct or indirect wholly owned subsidiary of the Company);

5.13.13

subject to Section 6 , the appointment or removal of the President, the CFO, the Secretary, or any other officer designated by the Board (which designation, in any case, shall be pursuant to Section 6.2 );

5.13.14

any guarantee of the payment of any money by or debt of, or the performance of any other obligation of, another Person, in excess of $50,000, individually or in the aggregate;

5.13.15

except as set forth in Section 5.15 , the waiver, release, or abandonment of any legitimate right or claim against any Person (including any Member or Affiliate thereof) potentially liable to the Company for an amount in excess of $250,000;

5.13.16

except as set forth in Section 5.15 , the initiation or settlement, or any material decision relating to the prosecution or defense, of any lawsuit, arbitration, administrative proceeding, or other legal claim involving an amount at issue in excess of $250,000;

5.13.17

the grant of any general power of attorney or other unlimited authority to act on behalf of or in the name of the Company;

5.13.18

the Gross Asset Value of any in-kind contribution made in lieu of cash as consideration for an equity interest in the Company;

5.13.19

the redemption, purchase, or other acquisition of any outstanding equity interest in the Company;

5.13.20

the execution, modification, extension, renewal, or termination of any material contract, lease, or other agreement outside the ordinary course of business of the Company;

5.13.21

any material change in the nature or scope of the Business conducted by the Company, including the commencement of any new line of business or the conduct of any business not contemplated by this Agreement;

5.13.22

the delegation by the Board of any of its powers ( provided , that such delegation shall not relieve the Board of its obligations with respect thereto);

5.13.23

other than with respect to the consummation of the transactions contemplated by the NITSA Acquisition Agreement, the purchase or other acquisition or the sale or other disposition of any equity or debt securities of another Person, or the entering into of a joint venture, partnership, or similar arrangement between the Company and another Person;

5.13.24

other than with respect to the NITSA Asset Acquisition Alternative, the purchase or other acquisition of all or substantially all of the assets, or any line of business, of another Person;

5.13.25

the establishment of any direct or indirect subsidiary of the Company, or the issuance, Transfer, pledge, or encumbrance of any equity or debt securities of any direct or indirect subsidiary of the Company;

5.13.26

any change in the Company’s name or use of a fictitious name;

5.13.27

the establishment, approval, or material modification of any benefit or incentive plans for employees of the Company;

5.13.28

any decision related to the compensation of any officer set forth in Section 6 who is an employee of the Company (and not an employee of Caterpillar, Navistar, or one of their Affiliates who is seconded to the Company);

5.13.29

except as set forth in Section 11.1 , the direct sale of JV Trucks by the Company to any Person other than JV Dealers and, to the extent permitted pursuant to Section 11.1.3 , Governmental COE Customers and Governmental Conventional Customers;

5.13.30

any loans or advances made by the Company in excess of $50,000, individually or in the aggregate, including intercompany loans and advances to Caterpillar or Navistar;

5.13.31

except as provided in this Agreement, in the Initial Annual Business Plan, in the Initial Rolling Business Plan, or in any subsequent Annual Business Plan or any subsequent Rolling Business Plan adopted by Majority Consent of the Board, the commencement of the manufacture or assembly of any JV Trucks by the Company and the selection of any location for any JV Truck Assembly Facility;

5.13.32

the establishment or modification of JV Truck product development plans (including the attributes and characteristics of current and potential JV Trucks and the objectives relating thereto, the timing of the development of such JV Trucks, and the funding and other resources necessary for the development of such JV Trucks);

5.13.33

the establishment or material modification of the terms of the Company’s standard warranties;

5.13.34

any requirement that the Members make loans or additional Capital Contributions to the Company in addition to those Capital Contribution Commitments and Loan Commitments set forth in the Initial Annual Business Plan, the Initial Rolling Business Plan, or any subsequent Annual Business Plan or any subsequent Rolling Business Plan adopted by Majority Consent of the Board;

5.13.35

the entering into of any futures trading, swap, financial derivative, or other hedging arrangement;

5.13.36

subject to Section 18.12 , (a) the selection, change or termination of the Company’s independent auditor, (b) the selection or material change of the accounting methods, methodologies, practices, procedures, or policies utilized by the Company (except for those changes that are required by any new accounting standards or any regulatory requirements), and (c) the approval of the annual financial statements for the twelve (12) month period ended at the end of each Fiscal Year and the financial statements for the twelve (12) month period ended each December 31;

5.13.37

any action, decision, or election made by the Members in connection with taxes (including the preparation and filing of the Company’s federal and state income tax returns, or in directing the actions of the Tax Matters Partner) to the extent the Members do not otherwise agree pursuant to Section 8.2.10 and Article 18 ;

5.13.38

the establishment of any account with any bank or other financial institution to hold the funds and securities of the Company;

5.13.39

any other decisions of the Company set forth in this Agreement expressly requiring Majority Consent of the Board;

5.13.40

take any action expressly prohibited to be taken by the Company under the Mahindra Waiver; and

5.13.41

the agreement or commitment to do any of the foregoing.

7.7.1

Without the prior written consent of Navistar, neither Caterpillar nor any of its Affiliates shall, directly or indirectly, employ (a) any Navistar employee who is seconded to the Company pursuant to the applicable Employee Secondment Agreement during the period that such Navistar employee is seconded to the Company, or (b) any Company employee during the period that such individual is a Company employee; provided that, in the case of each of clauses (a)  and (b) , neither Caterpillar nor any of its Affiliates shall be precluded from hiring any such individual who (A) initiates discussions regarding such employment, or (B) responds to any public advertisement, unless the advertisement is undertaken with the intention of violating this Section 7.7.1 , placed by Caterpillar or one of its Affiliates.

7.7.2

Without the prior written consent of Caterpillar, neither Navistar nor any of its Affiliates shall, directly or indirectly, employ (a) any Caterpillar employee who is seconded to the Company pursuant to the applicable Employee Secondment Agreement during the period that such Caterpillar employee is seconded to the Company, or (b) any Company employee during the period that such individual is a Company employee; provided that, in the case of each of clauses (a)  and (b) , neither Navistar nor any of its Affiliates shall be precluded from hiring any such individual who (A) initiates discussions regarding such employment, or (B) responds to any public advertisement, unless the advertisement is undertaken with the intention of violating this Section 7.7.2 , placed by Navistar or one of its Affiliates.

8.2.1

The Company may purchase, in its discretion, completely built JV Trucks and JV Truck Components that are part of knock-down kits for JV Trucks.

8.2.2

Completely built JV Trucks shall be sold by Navistar to the Company pursuant to the Truck Sales Agreement.

8.2.3

JV Truck Components (whether or not part of a knock-down kit) and JV Truck Replacement Parts shall be sold by each Member to the Company pursuant to the applicable Master Component Supply Agreements, and the Company shall be permitted to source components and parts from any Person, including third parties or the Members.

8.2.4

Costs and expenses associated with kitting a knock-down kit shall be paid for by the Company.

8.2.5

All research and development services and Mark-Up Engineering Services, in each case, relating to product design and product development provided by a Member shall be sold to the Company at Cost–plus-5%.

8.2.6

Logistics services to be provided by Caterpillar Logistics Services, Inc. or its subsidiaries (if and to the extent retained by the Company to perform such services) shall be sold to the Company at prices that are negotiated by Caterpillar Logistics Services, Inc. or its subsidiaries and the Company. If the

Company does not retain Caterpillar Logistics Services, Inc. or its subsidiaries to provide such services, the Company shall be permitted with the Majority Consent of the Board to retain any other Person, including third parties, to provide logistics services related to Caterpillar Brand JV Truck Replacement Parts or Navistar Brand JV Truck Replacement Parts.

8.2.7

The terms on which Caterpillar Financial shall provide financing services in connection with the Company’s Business, if Caterpillar Financial is retained by the Company to provide such services, will be negotiated by Caterpillar Financial and the Company. The Company, with the Majority Consent of the Board, may also retain other Persons, including third parties or Navistar or one of its Affiliates, to provide financing services to or on behalf of the Company or with respect to JV Trucks or JV Truck Replacement Parts.

8.2.8

Any service not described in Sections 8.2.1 through 8.2.7 that is rendered directly by a Member or any of its Affiliates to the Company shall be sold to the Company at Cost-plus-2.5% to the extent permissible under applicable law.

8.2.9

All services that are purchased by a Member or any of its Affiliates from a third party and then re-sold to the Company shall be so sold to the Company on a pass-through basis without mark-up.

8.2.10

Each of the principles set forth in this Section 8.2 and any dealings or arrangements between the Members or any of their Affiliates and the Company shall conform to the transfer pricing rules and guidelines (when applicable) and any other applicable tax law. The Members jointly shall decide whether such dealings and arrangements conform and shall provide recommendations to meet the requirements of such rules and guidelines. The Parties will use their commercially reasonable efforts to source services and goods in such a manner as to reduce or eliminate intercompany mark-ups for cross border services and goods.

9.2.1

Generally . At any time following the Effective Date, subject to the terms and conditions of this Agreement and the Truck Sales Agreement, Navistar (or, with the Majority Consent of the Board, any third party) shall manufacture, assemble and sell to the Company, and the Company shall purchase from Navistar (or such third-party manufacturer, if applicable), finished Navistar Truck Models and Caterpillar Truck Models pursuant to the Truck Sales Agreement or a truck sales agreement with such third-party manufacturer.

9.2.2

Allocation of Production Resources . Navistar’s obligation to supply Navistar Truck Models and Caterpillar Truck Models to the Company under the Truck Sales Agreement shall be subject to the terms, conditions and allocation methodologies agreed to by the Members.

9.2.3

Company Engine Strategy . The Parties agree to pursue the Company’s engine strategy heretofore agreed to and initialed by the Members.

9.4.1

After any JV Truck Assembly Facility commences the assembly of a JV Truck model (or any JV Truck Component relating thereto), the Company may purchase JV Truck Components directly from Navistar or Caterpillar pursuant to Master Component Supply Agreements or from any third party. Notwithstanding the foregoing, the Members agree and acknowledge that (a) differences may arise in the pricing, terms, and availability with respect to direct material purchases by the Company (on the one hand) and the Members (on the other hand) if and when the Company chooses suppliers or JV Truck Components that differ from what is consistent with the Members’ then-current sourcing strategies, and (b) other factors, including loss of scale, logistics, country duties, and taxes, may impact the pricing, terms, and availability of direct material purchases by the Company. Accordingly, in order to facilitate the identification of market-competitive opportunities for direct material purchases, the Company shall form a sourcing council (the “ Sourcing Council ”). The Sourcing Council shall include, at a minimum, one Company executive member and a representative from each Member’s global purchasing organization, with such three (3) members being the sole voting members. All strategic sourcing decisions, including any decisions to source from a Member’s internal division(s), must be approved (i) by a unanimous vote of the Sourcing Council, or (ii) in the absence of a unanimous vote of the Sourcing Council on any strategic sourcing decision, by Majority Consent of the Board.

9.4.2

The Company, upon Majority Consent by the Board, may contract with the Members to provide JV Truck Component purchasing services, which allocation of services between the Members shall be determined by the Board by Majority Consent.

9.4.3

Notwithstanding Sections 9.4.1 and 9.4.2 , unless the Board agrees otherwise by Majority Consent, any JV Truck manufactured or assembled by Navistar or the Company on or prior to December 31, 2010 and containing an automatic transmission shall be manufactured or assembled to include exclusively automatic transmissions manufactured or assembled by Allison Transmission, Inc. Navistar shall not, without the Majority Consent of the Board, amend or renew its purchase agreement with Allison Transmission, Inc. in any manner that would restrict any activities of the Company.

9.4.4

Furthermore, as part of the ongoing efforts by Navistar or any of its Affiliates to develop its transmission strategy for vehicles that are not JV Truck Models, Caterpillar will be given the opportunity and a reasonable period of time to be included among the consideration set of potential suppliers for new transmission business prior to Navistar materially amending or renewing its purchase agreement with Allison Transmission, Inc., or prior to executing any new transmission purchase agreement between Navistar or any of its Affiliates (on the one hand) and any other Person (on the other hand), in any case, with respect to any trucks or other vehicles to be sold by Navistar or its Affiliates anywhere in the world. If Caterpillar makes a bona fide offer for such new transmission business, Navistar shall consider, and shall cause its Affiliates to consider and discuss, such offer in good faith, but is not required to accept or negotiate such offer and is free to amend or renew such purchase agreement with Allison Transmission, Inc. or execute a new transmission purchase agreement with any third party.

10.1.1

Profits from the sales of JV Truck Replacement Parts shall be for the account of the Company;

10.1.2

The overall goal of the Company shall be to focus and grow the JV Truck Replacement Parts revenue, profitability, and market share;

10.1.3

Pricing for all JV Truck Replacement Parts shall be established by the Company. In determining such pricing, the Company shall (a) consider pricing between similar Caterpillar Brand parts, Navistar Brand parts, and Common Parts, and (b) seek to encourage JV Dealers to source parts solely from the Company’s intended distribution channels for such parts. Navistar may provide pricing research and recommendations to the Company as a service pursuant to the Master Terms for Purchased Services. Caterpillar and Navistar may provide engine pricing research and recommendations to the Company as a service pursuant to the Master Terms for Purchased Services;

10.1.4

The Caterpillar Brand and Navistar Brand JV Truck Replacement Parts business shall be managed by the Company in a manner consistent with the brand management strategy of Caterpillar and Navistar, respectively, including new product introduction and support activities;

10.1.5

Caterpillar Brand parts (e.g., Caterpillar filters, belts, batteries, oil, coolant, etc.) shall be used on Caterpillar Truck Models and engines where possible;

10.1.6

Navistar Brand parts (e.g., Navistar filters, belts, batteries, oil, coolant, etc.) shall be used on Navistar Truck Models and engines where possible;

10.1.7

Caterpillar, in its sole discretion, shall determine whether All-Makes Parts shall be distributed to JV Dealers that sell Caterpillar Truck Models or Caterpillar Brand JV Truck Replacement Parts unless such JV Dealer also sells Navistar Truck Models, in which event such determination shall be made by the Board upon Majority Consent;

10.1.8

Navistar, in its sole discretion, shall determine whether All-Makes Parts shall be distributed to JV Dealers that sell only Navistar Truck Models or only Navistar Brand JV Truck Replacement Parts unless such JV Dealer also sells Caterpillar Truck Models, in which event such determination shall be made by the Board upon Majority Consent;

10.1.9

Except for sales to military customers and certain Governmental Conventional Customers by Navistar and its Affiliates pursuant to the provisions of Section 11.1.3.2 or otherwise pursuant to the provisions of Section 15.3.4 , none of the Company, Caterpillar, Navistar or their respective 5% Affiliates (excluding the Mahindra JV) shall sell Will-Fit Parts for JV Trucks in the ROW (it being understood and agreed that Navistar will use its commercially reasonable efforts to prevent the Mahindra JV from selling Will-Fit Parts for JV Trucks in the ROW);

10.1.10

Caterpillar or Navistar, as applicable, shall seek to obtain for the Company or seek to pass on to the Company any supplier incentives or rebates in connection with the Company’s purchase of JV Truck Components and JV Truck Replacement Parts;

10.1.11

The Company and each Member shall seek to avoid public disclosure of JV Truck Replacement Parts revenues and profits, except as may be required by applicable law or securities regulatory authorities; and

10.1.12

Replacement Parts and Components Sold by the Company to the Members .