Item 1.02
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Termination of a Material Definitive Agreement.
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On July 1, 2021, in connection with the closing of the Merger, all outstanding obligations under that certain Senior Secured Term Loan Facility Credit Agreement, dated as of November 6, 2017, among Navistar, Navistar Inc., the lenders party thereto and J.P. Morgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, as amended by Amendment No. 1, dated as of January 19, 2018 were repaid in full and terminated.
On July 1, 2021, in connection with the closing of the Merger, all outstanding obligations under that certain Third Amended and Restated Credit Agreement, dated as of May 27, 2016, among Navistar Financial Corporation, Navistar Financial, S.A. de C.V., the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Bank of America, N.A., as Syndication Agent, as amended by Amendment No. 1, dated as of September 18, 2017, Amendment No. 2 dated as of December 13, 2017, Amendment No. 3, dated as of June 12, 2018 and Amendment No. 4, dated as of May 23, 2019, were repaid in full and terminated.
On July 1, 2021, in connection with the closing of the Merger, all outstanding obligations under that certain Second Amended and Restated ABL Credit Agreement, dated as of August 4, 2017, among Navistar, Inc., the lenders party thereto, Bank of America, N.A., as administrative agent, and J.P. Morgan Chase Bank, N.A. and Wells Fargo Bank, N.A., as syndication agents, were repaid in full and terminated.
On July 1, 2021, in connection with the closing of the Merger, all outstanding obligations under that certain Indenture, dated as of April 27, 2020, among Navistar, Navistar, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent, providing for the issuance of Navistar’s 9.500% Senior Secured Notes due 2025, were repaid in full and terminated, and the notes issued thereunder were redeemed in full.
On July 1, 2021, in connection with the closing of the Merger, all outstanding obligations under that certain Indenture, dated as of November 6, 2017, among Navistar, Navistar, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent, providing for the issuance of Navistar’s 6.625% Senior Notes due 2025, were repaid in full and terminated, and the notes issued thereunder were redeemed in full.
On July 1, 2021, in connection with the closing of the Merger, Navistar and the Icahn Group (as defined below) terminated (i) the Settlement Agreement, effective as of October 5, 2012, by and among Navistar and those certain persons and entities listed on Schedule A thereto (collectively, the “Icahn Group”), as amended by Amendment No. 1 to the Settlement Agreement, effective as of July 14, 2013, that certain side letter, dated June 23, 2014 and Amendment No. 2 to the Settlement Agreement, effective as of September 5, 2016 and (ii) the Section 203 of the General Corporation Law of the State of Delaware Agreement, dated as of July 14, 2013, by and among the Company and the Icahn Group.
On July 1, 2021, in connection with the closing of the Merger, Navistar and the MHR Group (as defined below) terminated the Settlement Agreement, effective as of October 5, 2012, by and among Navistar and those certain persons and entities listed on Schedule A thereto (collectively, the “MHR Group”), as amended by Amendment No. 1 to the Settlement Agreement, effective as of July 14, 2013, that certain side letter, dated June 23, 2014 and Amendment No. 2 to the Settlement Agreement, effective as of September 5, 2016 and (ii) the Section 203 of the General Corporation Law of the State of Delaware Agreement, dated as of July 14, 2013, by and among the Company and the MHR Group.