Allison Transmission Holdings Inc Sample Contracts

ALLISON TRANSMISSION HOLDINGS, INC. (A Delaware corporation) [—] Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • May 16th, 2011 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • New York
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ALLISON TRANSMISSION, INC. as Issuer INDENTURE Dated as of September 26, 2017 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
Indenture • September 26th, 2017 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • New York

INDENTURE, dated as of September 26, 2017, as amended or supplemented from time to time (this “Indenture”), among ALLISON TRANSMISSION, INC., a corporation incorporated under the laws of the State of Delaware (the “Issuer”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”).

ALLISON TRANSMISSION HOLDINGS, INC. (A Delaware corporation) 35,000,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • June 5th, 2014 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • New York

the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or

ALLISON TRANSMISSION HOLDINGS, INC. (A Delaware corporation) 20,700,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • August 12th, 2013 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • New York

in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MARCH 29, 2019 AMONG ALLISON TRANSMISSION, INC., AS BORROWER, ALLISON TRANSMISSION HOLDINGS, INC., AS HOLDINGS, CITIBANK, N.A., AS ADMINISTRATIVE AGENT AND A L/C ISSUER, CITICORP NORTH AMERICA,...
Credit Agreement • March 29th, 2019 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • New York

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of March 29, 2019, among ALLISON TRANSMISSION, INC., a Delaware corporation (the “Borrower”), ALLISON TRANSMISSION HOLDINGS, INC., a Delaware corporation (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each L/C Issuer party hereto, and CITIBANK, N.A., as Administrative Agent and an L/C Issuer and CITICORP NORTH AMERICA, INC., as Collateral Agent.

CREDIT AGREEMENT among ALLISON TRANSMISSION HOLDINGS, INC., ALLISON TRANSMISSION, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, CITICORP NORTH AMERICA, INC., as Administrative Agent, LEHMAN BROTHERS COMMERCIAL BANK and...
Credit Agreement • March 18th, 2011 • Allison Transmission Holdings Inc • New York

CREDIT AGREEMENT, dated as of August 7, 2007, among ALLISON TRANSMISSION HOLDINGS, INC. (formerly known as Clutch Holdings, Inc.), a Delaware corporation (“Holdings”), ALLISON TRANSMISSION, INC. (formerly known as Clutch Operating Company, Inc.), a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), CITICORP NORTH AMERICA, INC., as Administrative Agent, LEHMAN BROTHERS COMMERCIAL BANK and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Syndication Agents, SUMITOMO MITSUI BANKING CORPORATION, as Documentation Agent and Co-Arranger and CITIGROUP GLOBAL MARKETS INC., LEHMAN BROTHERS INC. and MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arrangers and Joint Bookrunners.

ALLISON TRANSMISSION, INC. as Issuer INDENTURE Dated as of March 29, 2019 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
Indenture • March 29th, 2019 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • New York

INDENTURE, dated as of March 29, 2019 as amended or supplemented from time to time (this “Indenture”), among ALLISON TRANSMISSION, INC., a corporation incorporated under the laws of the State of Delaware (the “Issuer”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”).

AMENDMENT NO. 13
Credit Agreement • September 23rd, 2016 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • New York

AMENDED & RESTATED CREDIT AGREEMENT, dated as of September 23, 2016, among ALLISON TRANSMISSION HOLDINGS, INC. (formerly known as Clutch Holdings, Inc.), a Delaware corporation (“Holdings”), ALLISON TRANSMISSION, INC. (formerly known as Clutch Operating Company, Inc.), a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), CITICORP NORTH AMERICA, INC., as Administrative Agent.

ALLISON TRANSMISSION HOLDINGS, INC. (A Delaware corporation) 5,392,499 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • September 5th, 2014 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • New York

Allison Transmission Holdings, Inc., a Delaware corporation (the “Company”), and the persons listed in Schedule A hereto (each a “Selling Shareholder,” and collectively, the “Selling Shareholders”), confirm their respective agreements with Credit Suisse Securities (USA) LLC (the “Underwriter”), with respect to the sale by the Selling Shareholders, acting severally and not jointly, and the purchase by the Underwriter of 5,392,499 shares of Common Stock, par value $0.01 per share (the “Securities”), of the Company (“Common Stock”) from each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name in Schedule A hereto.

Employment Agreement
Employment Agreement • December 21st, 2016 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • Indiana

This Employment Agreement (the “Agreement”) dated as of December 21, 2016 (the “Effective Date”), is made by and between Allison Transmission, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and David S. Graziosi (the “Executive”) (collectively referred to as the “Parties”).

DIRECTOR INDEMNIFICATION AGREEMENT
Director Indemnification Agreement • May 16th, 2011 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • Delaware

This Director Indemnification Agreement (this “Agreement”) is made as of , 2011 by and between Allison Transmission Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

STOCK REPURCHASE AGREEMENT
Stock Repurchase Agreement • May 7th, 2019 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • New York

This Stock Repurchase Agreement (this “Agreement”) is made and entered into as of May 7, 2019, by and between Allison Transmission Holdings, Inc., a Delaware corporation (the “Company”), and Ashe Capital Management, LP (the “Seller”).

AGREEMENT
Agreement • December 18th, 2015 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • Indiana

This voluntary agreement concerning my separation of employment from Allison Transmission, Inc., and related releases and covenants (“Agreement”) is entered into between Allison Transmission, Inc. (“Allison”) and Michael G. Headly (“I” “me” or “my”), wherein the parties agree as follows:

COOPERATION AGREEMENT
Cooperation Agreement • February 6th, 2017 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories

This Cooperation Agreement (this “Agreement”) dated February 3, 2017, is by and among the persons and entities listed on Schedule A (collectively, the “Àshe Group”, and individually a “member” of the Àshe Group), Allison Transmission Holdings, Inc. (the “Company”) and William R. Harker, in his individual capacity and as a member of the Àshe Group (the “Àshe Designee”).

ALLISON TRANSMISSION HOLDINGS, INC. AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Dated as of March 12, 2012
Stockholders Agreement • April 26th, 2012 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • Delaware

THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of March 12, 2012, is entered into by and among (i) ALLISON TRANSMISSION HOLDINGS, INC., f/k/a Clutch Holdings, Inc., a corporation organized under the laws of Delaware (the “Company”), (ii) the entities listed on Schedule 1 attached hereto (collectively, the “Current Onex Stockholders”), (iii) the entity listed on Schedule 2 attached hereto (the “Current Carlyle Stockholder”), (iv) the individuals listed from time to time under the heading “Management Stockholders” on the Stockholder Schedule (as defined below) (collectively, the “Management Stockholders”) and (v) each other Person (as defined below) that subsequently becomes a party hereto pursuant to the terms hereof. Capitalized terms used herein without definition shall have the meanings set forth in Section 1.1.

AMENDMENT NO. 2
Credit Agreement • March 21st, 2018 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • New York

This Amendment No. 2, dated as of March 21, 2018 (this “Amendment”), to that certain Amended and Restated Credit Agreement, dated as of September 23, 2016 (as amended by Amendment No 1, dated as of March 24, 2017 and Incremental Facility Joinder Agreement, dated as of September 26, 2017, the “ Credit Agreement”), among ALLISON TRANSMISSION HOLDINGS, INC., a Delaware corporation (“Holdings”), ALLISON TRANSMISSION, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), CITICORP NORTH AMERICA, INC., as Administrative Agent, and the other agents and arrangers parties thereto, is entered into by and among Holdings, the Borrower, the Agents and the New Term Lender (as defined below). Capitalized terms used herein but not defined herein are used as defined in the Credit Agreement.

Amendment to Employment Agreement
Amendment to Employment Agreement • July 28th, 2016 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • Indiana

This Amendment (the “Amendment”) to that certain Employment Agreement between Allison Transmission, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Lawrence E. Dewey (the “Executive”) dated as of April 15, 2014 (the “Employment Agreement”) is made as of May 11, 2016 (the “Amendment Date”) by and among the Company and the Executive. Except as set forth in this Amendment, capitalized terms used but not defined herein shall have the meanings ascribed to them in the Employment Agreement.

Amendment to Employment Agreement
Amendment to Employment Agreement • July 28th, 2016 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • Indiana

This Amendment (the “Amendment”) to that certain Employment Agreement between Allison Transmission, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and David S. Graziosi (the “Executive”) dated as of April 15, 2014 (the “Employment Agreement”) is made as of May 11, 2016 (the “Amendment Date”) by and among the Company and the Executive. Except as set forth in this Amendment, capitalized terms used but not defined herein shall have the meanings ascribed to them in the Employment Agreement.

CONSENT AGREEMENT
Consent Agreement • March 14th, 2014 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • New York

This Consent Agreement, dated as of March 12, 2014 (this “Consent”), to that certain Credit Agreement, dated as of August 7, 2007 (as amended by Amendment No. 1, dated as of November 21, 2008, Amendment No. 2 and Consent, dated as of May 13, 2011, Amendment No. 3, dated as of March 9, 2012, Amendment No. 4, dated as of August 23, 2012, Amendment No. 5, dated as of October 4, 2012, Amendment No. 6, dated as of February 6, 2013, Amendment No. 7, dated as of February 6, 2013, Amendment No. 8, dated as of August 26, 2013 and Amendment No. 9, dated as of December 31, 2013, the “Credit Agreement”), among ALLISON TRANSMISSION HOLDINGS, INC., a Delaware corporation (“Holdings”), ALLISON TRANSMISSION, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), CITICORP NORTH AMERICA, INC., as Administrative Agent, and the other agents and arrangers parties thereto, is entered into by and among H

AMENDMENT NO. 7
Credit Agreement • February 6th, 2013 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • New York

This Amendment No. 7, dated as of February 6, 2013 (this “Amendment”), to that certain Credit Agreement, dated as of August 7, 2007 (as amended by Amendment No. 1, dated as of November 21, 2008, Amendment No. 2 and Consent, dated as of May 13, 2011, Amendment No. 3, dated as of March 9, 2012, Amendment No. 4, dated as of August 23, 2012, Amendment No. 5, dated as of October 4, 2012 and Amendment No. 6, dated as of the date hereof, the “Credit Agreement”), among ALLISON TRANSMISSION HOLDINGS, INC., a Delaware corporation (“Holdings”), ALLISON TRANSMISSION, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), CITICORP NORTH AMERICA, INC., as Administrative Agent, and the other agents and arrangers parties thereto, is entered into by and among Holdings, the Borrower, the Agents and the Additional Term B-2 Lenders (as defined below). Capitalized terms used herein but not defined here

CREDIT AGREEMENT among ALLISON TRANSMISSION HOLDINGS, INC., ALLISON TRANSMISSION, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, CITICORP NORTH AMERICA, INC., as Administrative Agent, LEHMAN BROTHERS COMMERCIAL BANK and...
And Collateral Agreement • April 26th, 2011 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • New York

CREDIT AGREEMENT, dated as of August 7, 2007, among ALLISON TRANSMISSION HOLDINGS, INC. (formerly known as Clutch Holdings, Inc.), a Delaware corporation (“Holdings”), ALLISON TRANSMISSION, INC. (formerly known as Clutch Operating Company, Inc.), a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), CITICORP NORTH AMERICA, INC., as Administrative Agent, LEHMAN BROTHERS COMMERCIAL BANK and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Syndication Agents, SUMITOMO MITSUI BANKING CORPORATION, as Documentation Agent and Co-Arranger and CITIGROUP GLOBAL MARKETS INC., LEHMAN BROTHERS INC. and MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arrangers and Joint Bookrunners.

AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • November 19th, 2020 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • New York

AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of November 19, 2020 (this “Amendment”), by and among ALLISON TRANSMISSION, INC., a Delaware corporation (the “Borrower”), ALLISON TRANSMISSION HOLDINGS, INC., a Delaware corporation (“Holdings”), CITIBANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and the 2020 Revolving Credit Lenders (as defined below) party hereto, to the Second Amended and Restated Credit Agreement, dated as of March 29, 2019, among the Borrower, Holdings, the Administrative Agent, Citicorp North America, Inc., as collateral agent, and each lender from time to time party thereto (as amended, amended and restated, supplemented or otherwise modified from time to time through the date hereof, including by Amendment No. 1 to Credit Agreement, dated as of October 11, 2019, the “Credit Agreement” and the Credit Agreement, as amended by this Amendment, the “Amended Credit Agreement”). Terms defined in the Amended Credit Agreement and used her

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AMENDMENT NO. 8
Credit Agreement • August 26th, 2013 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • New York

This Amendment No. 8, dated as of August 26, 2013 (this “Amendment”), to that certain Credit Agreement, dated as of August 7, 2007 (as amended by Amendment No. 1, dated as of November 21, 2008, Amendment No. 2 and Consent, dated as of May 13, 2011, Amendment No. 3, dated as of March 9, 2012, Amendment No. 4, dated as of August 23, 2012, Amendment No. 5, dated as of October 4, 2012, Amendment No. 6, dated as of February 6, 2013 and Amendment No. 7, dated as of February 6, 2013, the “Credit Agreement”), among ALLISON TRANSMISSION HOLDINGS, INC., a Delaware corporation (“Holdings”), ALLISON TRANSMISSION, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), CITICORP NORTH AMERICA, INC., as Administrative Agent, and the other agents and arrangers parties thereto, is entered into by and among Holdings, the Borrower, the Agents and the New Term B-3 Lenders (as defined below). Capitalize

Jing-Jin Electric and Allison Transmission Partner to Accelerate Development of Commercial Vehicle Electrified Powertrain Solutions for Global Markets
Allison Transmission Holdings Inc • September 22nd, 2021 • Motor vehicle parts & accessories

INDIANAPOLIS, September 21, 2021 – Allison Transmission, a leading designer and manufacturer of conventional, electric hybrid and fully electric vehicle propulsion solutions, and Jing-Jin Electric (JJE), a Chinese electrified propulsion leader in components, assemblies and systems for global automotive and commercial vehicle customers, have signed a broad, global strategic collaboration partnership agreement to accelerate the development of industry-leading electrified powertrain solutions for global commercial vehicles.

SERVICES AGREEMENT
Services Agreement • June 17th, 2011 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • Delaware

This SERVICES AGREEMENT (this “Agreement”), dated as of August 7, 2007, by and among Allison Transmission, Inc., a Delaware corporation (the “Company”), TC Group IV, L.L.C., a Delaware limited liability company (“Carlyle”), and Onex Partners Manager LP, a Delaware limited partnership (“Onex”).

JOINT FILING AGREEMENT
Joint Filing Agreement • February 14th, 2013 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the common stock beneficially owned by each of them of Allison Transmission Holdings, Inc. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.

AMENDMENT NO. 3 TO CREDIT AGREEMENT
Credit Agreement • March 6th, 2023 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • New York

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of March 29, 2019, as amended as of October 11, 2019, November 19, 2020 and February 28, 2023, among ALLISON TRANSMISSION, INC., a Delaware corporation (the “Borrower”), ALLISON TRANSMISSION HOLDINGS, INC., a Delaware corporation (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each L/C Issuer party hereto, and CITIBANK, N.A., as Administrative Agent and an L/C Issuer and CITICORP NORTH AMERICA, INC., as Collateral Agent.

AMENDMENT NO. 4
Credit Agreement • August 23rd, 2012 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • New York

This Amendment No. 4, dated as of August 23, 2012 (this “Amendment”), to that certain Credit Agreement, dated as of August 7, 2007 (as amended by Amendment No. 1, dated as of November 21, 2008, Amendment No. 2 and Consent, dated as of May 13, 2011, and Amendment No. 3, dated as of March 9, 2012, the “Credit Agreement”), among ALLISON TRANSMISSION HOLDINGS, INC., a Delaware corporation (“Holdings”), ALLISON TRANSMISSION, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), CITICORP NORTH AMERICA, INC., as Administrative Agent, and the other agents and arrangers parties thereto, is entered into by and among Holdings, the Borrower, the Agents and the Initial Term B-3 Lenders (as defined below). Capitalized terms used herein but not defined herein are used as defined in the Credit Agreement.

AGREEMENT
Agreement • May 27th, 2021 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • Indiana

This voluntary agreement concerning my separation of employment from Allison Transmission, Inc., and related releases and covenants (“Agreement”) is entered into between Allison Transmission, Inc. (“Allison”) and Randall R. Kirk (“I” “me” or “my”), wherein the parties agree as follows:

ALLISON TRANSMISSION HOLDINGS, INC. AMENDMENT TO STOCK OPTION AGREEMENT
Stock Option Agreement • February 28th, 2013 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • Delaware

This Amendment (this “Amendment”) to that certain Stock Option Agreement (the “Agreement”) by and between Allison Transmission Holdings, Inc. (the “Company”) and the individual to whom this Amendment is delivered (the “Optionee”) is effective as of December 21, 2012. All Capitalized terms used in this Amendment but not defined herein shall have the meaning assigned to such terms in the Agreement.

FORM OF CHANGE IN CONTROL SEVERANCE AGREEMENT
Form of Change in Control Severance Agreement • February 24th, 2014 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • Indiana

This Change in Control Severance Agreement (“Agreement”) is made effective as of (“Effective Date”), by and between Allison Transmission, Inc. a Delaware corporation (the “Company”), and (“Executive”). For purposes of this Agreement (other than Section 1(e) below), the “Company” shall mean the Company and its subsidiaries.

FIRST AMENDMENT TO THE STOCKHOLDERS AGREEMENT
The Stockholders Agreement • July 30th, 2013 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • Delaware

This FIRST AMENDMENT TO THE STOCKHOLDERS AGREEMENT, dated as of May 8, 2013 (this “Amendment”), is made by and among Allison Transmission Holdings, Inc., a Delaware corporation, and each of the other signatories hereto.

AMENDMENT NO. 1
Allison Transmission Holdings Inc • March 18th, 2011 • New York

This Amendment No. 1 and Consent, dated as of November 21, 2008 (this “Amendment”), to that certain Credit Agreement, dated as of August 7, 2007 (the “Credit Agreement”), among ALLISON TRANSMISSION HOLDINGS, INC. (formerly known as Clutch Holdings, Inc.), a Delaware corporation (“Holdings”), ALLISON TRANSMISSION, INC. (formerly known as Clutch Operating Company, Inc.), a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), CITICORP NORTH AMERICA, INC., as Administrative Agent, LEHMAN BROTHERS COMMERCIAL BANK and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Syndication Agents, SUMITOMO MITSUI BANKING CORPORATION, as Documentation Agent and Co-Arranger and CITIGROUP GLOBAL MARKETS INC., LEHMAN BROTHERS INC. and MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arrangers and Joint Bookrunners, is entered into among Holdings, the Borrower, the A

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • October 15th, 2019 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • New York

AMENDMENT NO. 1, dated as of October 11, 2019 (this “Amendment”), by and among ALLISON TRANSMISSION, INC., a Delaware corporation (the “Borrower”), ALLISON TRANSMISSION HOLDINGS, INC., a Delaware corporation (“Holdings”), CITIBANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and as the 2019 refinancing term lender (in such capacity, the “2019 Refinancing Term Lender”) and the Cashless Term Lenders (as defined below) party hereto, to the Second Amended and Restated Credit Agreement, dated as of March 29, 2019, among the Borrower, Holdings, the Administrative Agent, Citicorp North America, Inc., as collateral agent, and each lender from time to time party thereto (as amended, amended and restated, supplemented or otherwise modified from time to time through the date hereof, the “Credit Agreement” and the Credit Agreement, as amended by this Amendment, the “Amended Credit Agreement”). Terms defined in the Amended Credit Agreement and used herein shall have

SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Severance and Change in Control Agreement • March 23rd, 2018 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • Indiana

This Severance and Change in Control Agreement (“Agreement”) is made effective as of June 1, 2018 (such date, or, such earlier date as determined by the parties, the “Effective Date”), by and between Allison Transmission, Inc., a Delaware corporation (the “Company”), and David S. Graziosi (“Executive”). For purposes of this Agreement, the “Company” shall mean the Company and its subsidiaries.

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